UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
15
CERTIFICATION
AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES
EXCHANGEACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number 333-126019-09
MAGNACHIP
SEMICONDUCTOR LLC
|
(Exact
name of registrant as specified in its charter)
c/o
MagnaChip Semiconductor S.A.
74,
rue de Merl, B.P. 709
L-2146
Luxembourg
Grand
Duchy of Luxembourg
(352)
45-62-62
See
attached Schedule A - Table of Additional Registrants for information
regarding additional Registrants
|
|
(Address,
including zip code, and telephone number, including area code of
registrant’s principal executive offices)
Floating
Rate Second Priority Senior Secured Notes due 2011 and Related Guarantees
(See Note 1 below)
6
7/8% Second Priority Senior Secured Notes due 2011 and Related Guarantees
(See Note 1 below)
8%
Senior Subordinated Notes due 2014 and Related Guarantees (See Note 1
below)
|
|
(Title
of each class of securities covered by this Form)
None
|
|
(Titles
of all other classes of securities for which a duty to file reports under
Section 13(a) or 15(d) remains)
|
Please place an X in the box(es) to
designate the appropriate rule provision(s) relied upon to terminate or suspend
the duty to file reports:
|
Rule
12g-4(a)(1)(i) o
|
Rule
12h-3(b)(1)(i) o
|
|
Rule
12g-4(a)(1)(ii) o
|
Rule
12h-3(b)(1)(ii) o
|
|
Rule
12g-4(a)(2)(i) o
|
Rule
12h-3(b)(2)(i) o
|
|
Rule
12g-4(a)(2)(ii) o
|
Rule
12h-3(b)(2)(ii) o
|
|
Rule
15d-6 ý
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Approximate number of holders of record
as of the certification or notice date:
Approximately 20 holders of record of Floating Rate
Second Priority Senior Secured Notes due 2011
Approximately 37 holders of record of 6
7/8% Second Priority Senior Secured Notes due 2011
Approximately 51 holders of record of 8%
Senior Subordinated Notes due 2014
Note
1: On December 23, 2004, MagnaChip Semiconductor LLC
(“MagnaChip”)
subsidiaries, MagnaChip Semiconductor S.A. and MagnaChip Semiconductor Finance
Company (the “Borrowers”), sold
(and MagnaChip and certain of its subsidiaries guaranteed) $300 million in
aggregate principal amount of floating rate second priority senior secured notes
due 2011, $200 million in aggregate principal amount of 6 7/8% second priority
senior secured notes due 2011 and $250 million in aggregate principal amount of
8% senior subordinated notes due 2014 (collectively, the “Original
Notes”). The Borrowers exchanged all of the Original
Notes for identical notes (the “New Notes”)
registered under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-4 declared effective by the Securities Exchange
Commission (the “Commission”) on July
20, 2005. Pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the
duty of the registrants to file reports under Section 13 of the Exchange Act was
suspended commencing with the fiscal year beginning January 1, 2006, because the
New Notes were held of record by less than 300 persons as of that
date. The duty to file such reports continued to be suspended on the
first day of the fiscal years beginning January 1, 2007, January 1, 2008 and
January 1, 2009 for the same reasons. MagnaChip nevertheless
continued to file Exchange Act reports with the Securities and Exchange
Commission (the “Commission”) until
December 2008 on a voluntary basis pursuant to the terms of certain indentures,
which required MagnaChip to make such filings. MagnaChip is filing
this Form 15 to provide notice of the statutory suspension of its filing
obligation. (As confirmed by guidance published by the Commission
staff, the automatic suspension is granted by statute and is not contingent upon
the filing of this Form 15, whether within 30 days after the beginning of the
first fiscal year as set forth in Rule 15d-6 or
otherwise.)
Pursuant to the requirements of the
Securities Exchange Act of 1934, MagnaChip Semiconductor LLC has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.
|
MAGNACHIP
SEMICONDUCTOR LLC and EACH OF THE ADDITIONAL REGISTRANTS LISTED ON
SCHEDULED A ATTACHED HERETO
|
|
| DATE: November 6, 2009 |
By: /s/ John T.
McFarland
Name: John
T. McFarland, Esq.
Title: Senior
Vice President, General Counsel and
Secretary
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SCHEDULE
A
Table
of Additional Registrants
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Exact
Name of Additional Registrants (1)
|
Jurisdiction
of Incorporation
|
Commission
File Number
|
|
MagnaChip
Semiconductor S.A.
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Luxembourg
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333-126019
|
|
MagnaChip
Semiconductor Finance Company
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Delaware
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333-126019-10
|
|
MagnaChip
Semiconductor B.V.
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The
Netherlands
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333-126019-08
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MagnaChip
Semiconductor, Ltd.
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Korea
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333-126019-07
|
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MagnaChip
Semiconductor, Inc.
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California
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333-126019-15
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MagnaChip
Semiconductor SA Holdings LLC
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Delaware
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333-126019-05
|
|
MagnaChip
Semiconductor Ltd.
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United
Kingdom
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333-126019-04
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MagnaChip
Semiconductor Ltd.
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Taiwan
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333-126019-03
|
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MagnaChip
Semiconductor Ltd.
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Hong
Kong
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333-126019-02
|
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MagnaChip
Semiconductor Inc.
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Japan
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333-126019-16
|
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MagnaChip
Semiconductor Holding Company Limited
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British
Virgin Islands
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333-126019-13
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(1) The
address of each Additional Registrant is c/o MagnaChip Semiconductor S.A., 74,
rue de Merl, B.P. 709, L-2146 Luxembourg, Grand Duchy of Luxembourg,
and the telephone number is (352) 45-62-62.