UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
ChipMOS TECHNOLOGIES (Bermuda) LTD.
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
G2110R106
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
----------------
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see Bonds).
Page 1 of 11 Pages
CUSIP Number G2110R106 13G/A Page 2 of 11 Pages
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(1) NAMES OF REPORTING PERSONS
Highbridge International LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
$15,750,000 aggregate principal amount of 10%
Convertible Senior Bonds due 2014 convertible into
10,499,895 Common Shares (see Item 4)*
OWNED BY ________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
$15,750,000 aggregate principal amount of 10%
Convertible Senior Bonds due 2014 convertible into
10,499,895 Common Shares (see Item 4)*
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$15,750,000 aggregate principal amount of 10% Convertible
Senior Bonds due 2014 convertible into 10,499,895 Common
Shares (see Item 4)*
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (see Item 4)*
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(12) TYPE OF REPORTING PERSON (see instructions)
OO
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* As more fully described in Item 4, these reported securities are subject to a
9.99% blocker and the percentage set forth in row (11) gives effect to such
blocker. However, as more fully described in Item 4, the securities reported in
rows (6), (8) and (9) show the number of Common Shares that would be issuable
upon full exercise or conversion of such reported securities and do not give
effect to such blocker. Therefore, the actual number of Common Shares
CUSIP Number G2110R106 13G/A Page 3 of 11 Pages
beneficially owned by such Reporting Person, after giving effect to such
blocker, is less than the number of securities reported in rows (6), (8) and
(9).
CUSIP Number G2110R106 13G/A Page 4 of 11 Pages
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(1) NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
-----------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
-----------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
$15,750,000 aggregate principal amount of 10%
Convertible Senior Bonds due 2014 convertible into
10,499,895 Common Shares (see Item 4)*
OWNED BY ________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
$15,750,000 aggregate principal amount of 10%
Convertible Senior Bonds due 2014 convertible into
10,499,895 Common Shares (see Item 4)*
-----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$15,750,000 aggregate principal amount of 10% Convertible
Senior Bonds due 2014 convertible into 10,499,895 Common
Shares (see Item 4)*
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99%(see Item 4)*
-----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
OO
-----------------------------------------------------------------------
* As more fully described in Item 4, these reported securities are subject to a
9.99% blocker and the percentage set forth in row (11) gives effect to such
blocker. However, as more fully described in Item 4, the securities reported in
rows (6), (8) and (9) show the number of Common Shares that would be issuable
upon full exercise or conversion of such reported securities and do not give
effect to such blocker. Therefore, the actual number of Common Shares
CUSIP Number G2110R106 13G/A Page 5 of 11 Pages
beneficially owned by such Reporting Person, after giving effect to such
blocker, is less than the number of securities reported in rows (6), (8) and
(9).
CUSIP Number G2110R106 13G/A Page 6 of 11 Pages
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(1) NAMES OF REPORTING PERSONS
Glenn Dubin
-----------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
-----------------------------------------------------------------------
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
$15,750,000 aggregate principal amount of 10%
Convertible Senior Bonds due 2014 convertible into
10,499,895 Common Shares (see Item 4)*
OWNED BY ________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
$15,750,000 aggregate principal amount of 10%
Convertible Senior Bonds due 2014 convertible into
10,499,895 Common Shares (see Item 4)*
-----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$15,750,000 aggregate principal amount of 10% Convertible
Senior Bonds due 2014 convertible into 10,499,895 Common
Shares (see Item 4)*
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (see Item 4)
-----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
IN
-----------------------------------------------------------------------
* As more fully described in Item 4, these reported securities are subject to a
9.99% blocker and the percentage set forth in row (11) gives effect to such
blocker. However, as more fully described in Item 4, the securities reported in
rows (6), (8) and (9) show the number of Common Shares that would be issuable
upon full exercise or conversion of such reported securities and do not give
effect to such blocker. Therefore, the actual number of Common Shares
CUSIP Number G2110R106 13G/A Page 7 of 11 Pages
beneficially owned by such Reporting Person, after giving effect to such
blocker, is less than the number of securities reported in rows (6), (8) and
(9).
CUSIP Number G2110R106 13G/A Page 8 of 11 Pages
This Amendment No. 4 (this "Amendment") amends the statement on Schedule 13G
filed on September 28, 2006, as amended by Amendment No. 1 filed on February 13,
2007, as further amended by Amendment No. 2 filed on January 24, 2008, and as
further amended by Amendment No. 3, filed on February 10, 2009 (the "Original
Schedule 13G" and the Original Schedule 13G as amended, the "Schedule 13G") with
respect to the common shares, par value $0.01 per share ("Common Shares") of
ChipMOS TECHNOLOGIES (Bermuda) LTD., a Bermuda corporation (the "Company").
Capitalized terms used herein and not otherwise defined in this Amendment have
the meanings set forth in the Schedule 13G. This Amendment amends and restates
Items 2(a), 2(b), 2(c) and 4 in their entirety as set forth below.
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
HIGHBRIDGE INTERNATIONAL LLC
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: State of Delaware
GLENN DUBIN
c/o Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: United States
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of December 31, 2009, (i) Highbridge International LLC
beneficially owned 10% Convertible Senior Bonds due 2014 ("Bonds"), convertible
into 10,499,895 Common Shares, and (ii) each of Highbridge Capital Management,
LLC and Glenn Dubin may have been deemed the beneficial owner of the 10,499,895
Common Shares issuable to Highbridge International LLC upon conversion of Bonds.
As set forth in the terms of Bonds, the number of Common Shares into
which Bonds are convertible is limited to the number of Common Shares that would
result in the Reporting Persons having aggregate beneficial ownership of not
more than 9.99% of the total issued and outstanding Common Shares (the
"Blocker").
CUSIP Number G2110R106 13G/A Page 9 of 11 Pages
Highbridge Capital Management, LLC is the trading manager of
Highbridge International LLC. Glenn Dubin is the Chief Executive Officer of
Highbridge Capital Management, LLC. The foregoing should not be construed in and
of itself as an admission by any Reporting Person as to beneficial ownership of
Common Shares owned by another Reporting Person. In addition, each of Highbridge
Capital Management, LLC and Glenn Dubin disclaims beneficial ownership of Common
Shares owned by Highbridge International LLC.
(b) Percent of class:
The Company's Report of Foreign Private Issuer on Form 20-F filed on
June 4, 2009, indicates there were 83,971,012 Common Shares outstanding as of
December 31, 2008. Therefore, as of December 31, 2009, based on the Company's
outstanding Common Shares, assuming the conversion of Bonds and subject to the
Blocker, the Reporting Persons may have been deemed to beneficially own 9.99% of
the outstanding Common Shares of the Company. The foregoing should not be
construed in and of itself as an admission by any Reporting Person as to
beneficial ownership of Common Shares owned by another Reporting Person.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a)
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the
disposition of
See Item 4(a)
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 11, 2010, by and among
Highbridge International LLC, Highbridge Capital Management, LLC and Glenn
Dubin.
CUSIP Number G2110R106 13G/A Page 10 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information with respect to
it set forth in this statement is true, complete, and correct.
Dated: February 11, 2010
HIGHBRIDGE INTERNATIONAL LLC HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By: Highbridge Capital Management, LLC
its Trading Manager By: /s/ John Oliva
------------------------------
Name: John Oliva
Title: Managing Director
By: /s/ John Oliva
-------------------------------
Name: John Oliva
Title: Managing Director
/s/ Glenn Dubin
-----------------------------------
GLENN DUBIN
CUSIP Number G2110R106 13G/A Page 11 of 11 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the Common
Shares, $0.01 par value, of ChipMOS TECHNOLOGIES (Bermuda) LTD., is being filed,
and all amendments thereto will be filed, on behalf of each of the persons and
entities named below in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated as of February 11, 2010
HIGHBRIDGE CAPITAL MANAGEMENT, LLC HIGHBRIDGE INTERNATIONAL LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By: /s/ John Oliva
------------------------------- By: /s/ John Oliva
Name: John Oliva ----------------------------------
Title: Managing Director Name: John Oliva
Title: Managing Director
/s/ Glenn Dubin
----------------------------------
GLENN DUBIN