SK TELECOM FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
SK Telecom Co., Ltd.
(Translation of registrants name into English)
11, Euljiro2-ga Jung-gu
Seoul 100-999, Korea
(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
þ Form 40-F o
(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
o No þ
(If Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):82- .)
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report on Form 6-K contains forward-looking statements, as defined in Section 27A of
the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended, that are based on our current expectations, assumptions, estimates and
projections about our company and our industry. The forward-looking statements are subject to
various risks and uncertainties. Generally, these forward-looking statements can be identified by
the use of forward-looking terminology such as anticipate, believe, consider, depends,
estimate, expect, intend, plan, project and similar expressions, or that certain events,
actions or results will, may, might, should or could occur, be taken or be achieved.
Forward-looking statements in this report on Form 6-K include, but are not limited to,
statements related to our future business and management plan.
We caution you that reliance on any forward-looking statement involves risks and
uncertainties, and that although we believe that the assumptions on which our forward-looking
statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as
a result, the forward-looking statements based on those assumptions could be incorrect. Risks and
uncertainties associated with our business include, but are not limited to, risks related to
changes in the regulatory environment; technology changes; potential litigation and governmental
actions; changes in the competitive environment; political changes; currency risks; foreign
ownership limitations; credit risks and other risks and uncertainties that are more fully described
under the heading Key Information Risk Factors beginning on page 10 of amendment no. 1 to our
annual report on Form 20-F/A filed with the United States Securities and Exchange Commission on
July 25, 2005. In light of these and other uncertainties, you should not conclude that we will
necessarily achieve any plans and objectives or projected financial results referred to in any of
the forward-looking statements. We do not undertake to release the results of any revisions of
these forward-looking statements to reflect future events or circumstances.
SK Telecom Co., Ltd. filed on July 25, 2005 with the Korean Stock Exchange its (1) future business
and management plan, (2) amendment to the fair disclosure and (3) fair disclosure pursuant to the
relevant disclosure laws and regulations in Korea in the form attached hereto as Exhibits A, B and
C respectively.
EXHIBIT A
Future Business and Management Plan
the following information may change depending on the circumstances
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1. Plan Type
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1. New Biz |
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2. Global Biz |
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3. WCDMA |
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4. Wibro |
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2. Plan Purpose
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1. To focus on new business development |
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2. To focus on new business development |
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3. To provide WCDMA service |
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4. To provide Wibro service |
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3. Promotion Schedule
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4. Expected Investment
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5. Content
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1. New Biz |
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As of June 2005, MelOn has secured around
2.3 million subscribers including 500,000 of flat
fee subscribers. |
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As of July 23, 2005, the number of satellite
DMB subscribers has increased to 100,000. |
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2. Global Biz |
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As of June 2005, the number of subscribers in the
Vietnam market has increased to 250,000. |
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In relation to MVNO business in the United States,
plans to provide services using EV-DO network to
Koreans living in the United States and to young
generation who is familiar with the wireless Internet.
Also, plans to gain competitiveness through sourcing of
the contents of wireless Internet. |
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is in the process of approaching markets other
than Vietnam and the United States and has conducted
a study on Indian market. However, has not determined
the conditions of entering into the new market such
as detailed methods, scale or possibilities of any
investment. |
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3. WCDMA related |
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will install HSDPA Network in major cities including
Seoul by the end of this year as planned and provide
services to the public by early next year. |
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4. Wibro related |
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will engage in gradual investments from 2006 focusing
on the hot zone where the demand for data is high. |
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6. Expected Effect
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7. Obstacles
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8. Decision Date (Board meeting date) |
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July 25, 2005 |
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9. Selective Disclosure
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Information Provider
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SK Telecom IR Department |
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Information Recipient
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Investment Analysts / Institutional Investors |
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Date, Place, and Topic
of Selective Disclosure
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Date: 10:00 am. July 25, 2005
Topic: Conference Call on 2005 Second Quarterly Report
Place: SK Telecom Conference Room (teleconference) |
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10. Contact Information
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Person Responsible
for Disclosure
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HyunJong Song, IR Department (6100-1600) |
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Person Managing
Disclosure
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YoungJin, Kim, IR Department (6100-1639) |
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Relevant Department
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IR Department (6100-1640) |
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11. Others
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The above management plan and important projections
may not come true depending on the management and
business circumstances. |
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The substance of the above teleconference can
be accessed through the website www.sktelecom.com. |
EXHIBIT B
Amendment to the Fair Disclosure
Date of the Amendment July 25, 2005
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1.
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Disclosure Document Being Amended:
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Fair Disclosure (Comprehensive Review) |
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Disclosure Date of the Amendment:
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July 25, 2005 |
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Reason for the Amendment:
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Incorrect Input |
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Content of the Amendment: |
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Content |
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Before the Amendment` |
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After the Amendment |
2. Regarding the
exchangeable bonds
issued by Momenta
(Cayman)
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3) 490 million shares of ADRs
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3) 49 million shares of ADRs |
EXHIBIT C
Fair Disclosure (Comprehensive Review)
The following information may change depending on the circumstances
1. Equity investment profit and loss in the second quarter of 2005
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1) equity investment profit : |
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KRW 11.7 billion |
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SK Telink Co., Ltd.
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KRW 4.3 billion |
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SK C&C Co., Ltd.
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KRW 3.9 billion |
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2) equity investment loss : |
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KRW 17.6 billion |
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TU Media Corp. |
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KRW 7.8 billion |
(* The above calculations are measured before evaluating the second quarter of 2005, thus may
change in the future.)
2. Regarding the exchangeable bonds issued by Momenta (Cayman)
1) On August 1, 2002, a foreign corporation, Momenta (Cayman) issued exchangeable bonds to
expire in the 5th year based on the SK Telecoms American depository receipts (ADR) it
holds.
2) Since the exercise date of the put options is August 1, 2005, Momenta (Cayman) plans to
sell the SK Telecoms ADRs that it retains in foreign markets through a public offering to
secure payments for the put options.
3) The public offering may involve as much as 5.44 million common shares of SK Telecom
(49 million shares of ADRs). Roadshow for the investors will be held from July 26, 2005.
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9. Selective Disclosure
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Information Provider
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SK Telecom IR Department |
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Information Recipient
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Investment Analysts / Institutional Investors |
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Date, Place, and Topic of
Selective Disclosure
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Date: 10:00 am. July 25, 2005
Topic: Conference Call on 2005 Second Quarterly Report
Place: SK Telecom Conference Room (teleconference) |
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10. Contact Information
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Person Responsible for
Disclosure
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HyunJong Song, IR Department (6100-1600) |
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Person Managing Disclosure
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YoungJin, Kim, IR Department (6100-1639) |
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Relevant Department
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IR Department (6100-1640) |
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11. Others
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The above management plan and important
projections may not come true depending on
the management and business circumstances. |
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.
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SK Telecom Co., Ltd.
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By: /s/ Hyun Jong Song
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Name: |
Hyun Jong Song |
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Title: |
Vice President |
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Date: July 29, 2005