1934 Act Registration No. 1-14700
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2005
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LTD.
(Translation of Registrant's Name Into English)
NO. 8, LI-HSIN RD. 6,
HSINCHU SCIENCE PARK,
TAIWAN
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
------- -------
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
------- -------
(If "Yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82: ______________.)
TSMC ANNOUNCEMENT OF FILING OF ROC SFB AND US SEC REGISTRATION STATEMENT
ENABLES PHILIPS AND TAIWAN DEVELOPMENT FUND TO OFFER ADSs OF TSMC
HSINCHU, TAIWAN / AMSTERDAM, THE NETHERLANDS, JULY 5, 2005 - TSMC today (TAIEX:
2330, NYSE: TSM) filed registration statements with the R.O.C. Securities and
Futures Bureau ("SFB") and the U.S. Securities and Exchange Commission ("SEC")
in connection with the possible offering of up to 210 million TSMC American
Depositary Shares ("ADSs") with a maximum total deal size of US$ 1.5 billion on
behalf of Royal Philips Electronics ("Philips"), Taiwan Development Fund and
other shareholders. This contemplated offering was approved by TSMC Board of
Directors on May 10th 2005. Each ADS represents five common shares of TSMC.
The contemplated offering is subject to all necessary regulatory approvals in
Taiwan and the United States, and is expected to be completed within 2005.
Currently, Philips holds approximately 4,600 million TSMC common shares
representing approximately 18.7 percent of TSMC common shares. Taiwan
Development Fund holds approximately 1,800 million TSMC common shares
representing approximately 7.3 percent of TSMC common shares.
Both Philips and Taiwan Development Fund have agreed not to sell any more TSMC
shares at least until the end of 2006 either in the Taiwan or international
markets.
# # #
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
ANY OFFER TO BUY TSMC'S SECURITIES IN THE UNITED STATES OR ELSEWHERE. TSMC'S
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
UNDER THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1933 OR AN EXEMPTION FROM
REGISTRATION. ANY PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES WILL BE
MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM TSMC OR THE SELLING
SHAREHOLDERS AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT TSMC AND
MANAGEMENT AS WELL AS FINANCIAL STATEMENTS. TSMC INTENDS TO FILE A REGISTRATION
STATEMENT WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELATION
OF THE OFFERING BY ITS SELLING SHAREHOLDERS.
For further information, please contact:
Mr. J.H. Tzeng Mr. Andre Manning
PR Department Manager, TSMC Philips Corporate Communications
Tel: +886-3-666-5028 Tel: +31-20-597-7199
Mobile: +886-928-882607 Fax: +31-20-597-7210
Fax: +886-3-567-0121 E-Mail: andre.manning@philips.com
E-Mail: jhtzeng@tsmc.com
About TSMC
TSMC is the world's largest dedicated semiconductor foundry, providing the
industry's leading process technology and the foundry industry's largest
portfolio of process-proven library, IP, design tools and reference flows. The
company operates two advanced 300mm wafer fabs, five eight-inch fabs and one
six-inch wafer fab. TSMC also has substantial capacity commitments at its
wholly-owned subsidiary, WaferTech and TSMC (Shanghai), and its joint venture
fab, SSMC. In early 2001, TSMC became the first IC manufacturer to announce a
90-nm technology alignment program with its customers. TSMC's corporate
headquarters are in Hsinchu, Taiwan. For more information about TSMC please see
http://www.tsmc.com.
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is one of the
world's biggest electronics companies and Europe's largest, with sales of EUR
30.3 billion in 2004. With activities in the three interlocking domains of
healthcare, lifestyle and technology and 160,900 employees in more than 60
countries, it has market leadership positions in medical diagnostic imaging and
patient monitoring, color television sets, electric shavers, lighting and
silicon system solutions. News from Philips is located at
www.philips.com/newscenter.
Forward-looking statements
This release may contain certain forward-looking statements with respect to the
financial condition, results of operations and business of Philips and certain
of the plans and objectives of Philips with respect to these items. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future and
there are many factors that could cause actual results and developments to
differ materially from those expressed or implied by these forward-looking
statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Taiwan Semiconductor Manufacturing Company Ltd.
Date: July 5, 2005 By /s/ Lora Ho
----------------------------------------
Lora Ho
Vice President & Chief Financial Officer