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 May 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
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(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
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(If "Yes" is marked, indicated below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82: ________________.)
(TSMC LOGO)
TSMC BOARD OF DIRECTORS APPROVES OFFERING OF TSMC ADSs BY PHILIPS,
EXECUTIVE YUAN DEVELOPMENT FUND, AND CERTAIN OTHER SHAREHOLDERS
HSINCHU, TAIWAN, R.O.C. - MAY 10, 2005 - The Board of Directors of TSMC today
approved sponsoring an offering of TSMC American Depositary Shares ("ADSs") by
Koninklijke Philips Electronics N.V. ("Philips"), the Development Fund of the
Executive Yuan ("DF"), and certain other shareholders. The maximum total
offering size will be 210 million ADSs, with each ADS representing five TSMC
common shares. Both Philips and DF have agreed not to sell any more TSMC shares
at least until the end of 2006 either in the Taiwan or international markets.
The respective amount to be sold by each selling shareholders will be disclosed
at the time of the filings to the Taiwan Securities and Futures Bureau and the
United States Securities and Exchange Commission. The planned offering is
subject to all necessary regulatory approvals and filings in Taiwan and the
United States and is expected to be completed within 2005.
Based on communication between TSMC and its two major shareholders, Philips and
DF, any sale of TSMC shares by the two major shareholders will take place only
in a gradual and orderly fashion. Philips intends to remain as TSMC's strategic
partner and its largest shareholder.
Ms. Lora Ho, TSMC vice president, chief financial officer, and spokesperson
noted that, "TSMC always undertakes thorough discussions with its major
shareholders regarding any potential plans to sell TSMC's shares. TSMC's
management, acting as the gate-keeper, closely coordinates with such
shareholders under the guidelines that interests of all TSMC shareholders are
being protected, and that the market appetite based on professional opinions is
sufficient to support such a sell-down. TSMC carefully reviews such proposals in
terms of the quantity and timing to minimize the possible impact to the market."
Currently, Philips holds approximately 19.0 percent of TSMC shares; DF holds 7.4
percent of TSMC shares.
# # #
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
(TSMC LOGO)
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.
TSMC SPOKESPERSON:
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Ms. Lora Ho
Vice President and CFO
Tel: 886-3-566-4602
TSMC ACTING SPOKESPERSON:
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Mr. J.H. Tzeng
PR Department Manager, TSMC
Tel: 886-3-666-5028
Mobile: 0928-882607
Fax: 886-3-567-0121
E-Mail: jhtzeng@tsmc.com
FOR FURTHER INFORMATION, PLEASE CONTACT:
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Richard C.Y. Chung
PR Principal Specialist, TSMC
Tel: 886-3-666-5038
Mobile: 886-911-258751
Fax: 886-3-567-0121
E-Mail: cychung@tsmc.com
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: May 10, 2005 By /s/ Lora Ho
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Lora Ho
Vice President & Chief Financial Officer