e8va12b
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAGNACHIP SEMICONDUCTOR LLC*
(to be converted into MagnaChip Semiconductor Corporation)
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation or organization)
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26-1815025
(I.R.S. Employer Identification No.) |
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| c/o MagnaChip Semiconductor S.A. |
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| 74, rue de Merl, B.P. 709, L-2146 |
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| Luxembourg R.C.S., |
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| Luxembourg B97483
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Not Applicable |
| (Address of principal executive offices)
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Name of each exchange on which |
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each class is to be registered |
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| Common Stock, par value $0.01 per share
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New York Stock Exchange† |
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Depositary Shares, each representing one
share of common stock, par value $0.01
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New York Stock Exchange† |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of
the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
þ
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
Securities Act registration statement file number to which this form relates: 333-165467
Securities to be registered pursuant to Section 12(g) of the Act: None
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MagnaChip Semiconductor LLC, a limited liability company organized under the laws of
Delaware, is the registrant filing this Registration Statement. Prior to the listing of the common
stock and depositary shares on the New York Stock Exchange, MagnaChip Semiconductor LLC will be
converted into a corporation organized under the laws of Delaware, pursuant to the Delaware Limited
Liability Company Act Section 18-216 and the Delaware General Corporation Law Section 265 and
renamed MagnaChip |
Semiconductor Corporation. The common stock and depositary shares to be listed on the New York
Stock Exchange and referred to herein are securities of MagnaChip Semiconductor Corporation.
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As disclosed in the registration statement on Form S-1 (No. 333-165467) relating to the
registrant’s initial public offering (the “Registration Statement”), all of the shares of common
stock sold in such offering will be sold in the form of depositary shares. Each depositary share
represents an ownership interest in one share of common stock. Approximately forty-five days after
the effective date of the Registration Statement, each holder of depositary shares will be credited
with a number of shares of common stock equal to the number of depositary shares held by such
holder on that date, and the depositary shares will be canceled. Until such cancellation of the
depositary shares, holders of depositary shares will be entitled to all proportional rights and
preferences of the shares of common stock underlying such depositary shares. Accordingly,
application is made for listing of the common stock of the registrant, but such shares will not
trade until the depositary shares are canceled. |
Item 1. Description of Registrant’s Securities to be Registered.
For a description of the securities to be registered hereunder, reference is made to the
information set forth under the headings “Description of Capital Stock” and “Description of
Depositary Shares” in the prospectus included in the registrant’s Registration Statement on Form
S-1 (File No. 333-165467), originally filed with the Securities and Exchange Commission on March
15, 2010, as amended by any amendments to such Registration Statement, which description is
incorporated by reference herein. In addition, any prospectus subsequently filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended, is deemed to be incorporated herein by
reference.
Item 2. Exhibits.
Under the “Instructions as to Exhibits” section of Form 8-A, no exhibits are required to be
filed because no other securities of the Registrant are registered on the New York Stock Exchange
and the securities registered hereby are not being registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
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MAGNACHIP SEMICONDUCTOR LLC |
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Date:
June 21, 2010
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By: |
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/s/ John McFarland |
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John McFarland |
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Senior Vice President, General Counsel and Secretary |
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