Form 8-A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-A

 


 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) or (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 


 

Silicon Motion Technology Corporation

(Exact name of Registrant as specified in its charter)

 


 

Cayman Islands   Not Applicable
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)

No. 20-1, Taiyuan St.,

Jhubei City Hsinchu County 302, Taiwan

  Not Applicable
(Address of principal executive offices)   (I.R.S. Employer Identification Number)

 


 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General instruction A.(c), check the following box.  ¨

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General instruction A.(d), check the following box.  x

 


 

Securities Act registration statement file number to which this form relates: 333-125673

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

 

Title of each class

to be so registered


 

Name of each exchange on which

each class is to be registered


None   None

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

Ordinary shares, par value US$0.01 per share*

(Title of Class)

 

* Not for trading, but only in connection with American Depositary Shares, each representing four ordinary shares, being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6 for listing on the Nasdaq National Market.

 



INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

ITEM 1. Description of Registrant’s Securities to be Registered.

 

The description of the securities to be registered that appears under the captions “Description of Share Capital,” “Description of American Depositary Shares” and “Taxation” contained in the prospectus constituting Part I of the Registrant’s registration statement on Form F-1/A (No. 333-125673), filed under the Securities Act of 1933, as amended, on June 15, 2005 is hereby incorporated by reference in answer to this item.

 

ITEM 2. Exhibits.

 

The following exhibits to this Registration Statement have been filed as exhibits to the Registrant’s registration statement on Form F-1 and are hereby incorporated herein by reference.

 

Exhibit
Number


  

Description


3.1    Memorandum of Association of the Registrant*
4.2    Form of Deposit Agreement*

* Incorporated by reference to the exhibits of the same number to the Registrant’s registration statement on Form F-1.


SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   

SILICON MOTION TECHNOLOGY CORPORATION

Date: June 22, 2005

   
   

By:

 

/s/ Wallace C. Kou


       

Wallance C. Kou,

       

President and Chief Executive Officer