SK TELECOM CO LTD — Capital/Financing Update 2009

Mar 25, 2009

6-K/A 1 h03217e6vkza.htm 6-K/A 6-K/A PAGEBREAK

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF MARCH 2009

SK Telecom Co., Ltd.

(Translation of registrant’s 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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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-

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RESOLUTION TO TRANSFER TREASURY SHARES — AMENDED

On March 25, 2009, SK Telecom disclosed that it is amending the details of its disclosure on March 19, 2009 of its Board of Directors’ resolution on transfer of treasury shares in connection with its contemplated overseas exchangeable bond offering. The amendments are as follows:

Amendment Date: March 25, 2009

1. Relevant 6-K in connection with this Amendment	Resolution on Transfer of Treasury Shares
2. Filing Date of the Relevant 6-K in connection with this
Amendment	March 19, 2009
3. Reason for Amendment	Confirmation of details on transfer
of treasury shares
4. Items to be Amended

| Item — 1. Shares Subject to
Transfer (Number)
— Common Shares | | | Before Amendment — 2,000,000 | After Amendment — 1,999,997 |
| --- | --- | --- | --- | --- |
| 2. Approximate Transfer
Price (Won)
— Common Shares | | | Won 390,000,000,000 | Won 460,019,235,200 |
| 3. Transfer Period | | Begins | — | April 7, 2009 |
| | | Ends | — | April 7, 2009 |
| 6. Number of
Treasury Shares
Before This
Transfer | Shares Owned under the Company’s Account | Common Shares | 3,189,254 | 4,513,998 |
| | | Percentage (%) of Outstanding
Shares | 4.00% | 5.60% |
| 8. Other noteworthy
matters | | | - The number of
shares to be
transferred,
transfer price and
transfer period are
to be determined
after the pricing
of the offshore
exchangeable notes. | - In case an
exchange price
adjustment causes
an increase in the
number of shares to
be exchanged, the
number of shares to
be transferred may
increase; in this
case, the Company
will deposit
additional treasury
shares for exchange
with the Korea
Securities
Depository. |
| | | | - The approximate
purchase price was
calculated by
multiplying the
number of shares
expected to be
transferred by the
market closing
price of the shares
on the day
preceding the Board
resolution. | - In case it is not
legally possible to
exercise exchange
options, the
treasury shares
will not be
transferred. |
| | | | - In case an
exchange price
adjustment causes
an increase in the
number of shares to
be exchanged, the
number of shares to
be transferred may
increase; in this
case, the Company
will deposit
additional treasury
shares for exchange
with the Korea
Securities
Depository. | - The Number of
Treasury Shares
Before This
Transfer, which is
4,513,998 shares
following amendment
(see Item 6 above),
includes 1,324,744
shares already
deposited with the
Korea Securities
Depository for
exchange with
exchangeable bonds. |
| | | | - In case it is not
legally possible to
exercise exchange
options, the
treasury shares
will not be
transferred. | |

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Incorporating the above amendments, the disclosure on Resolution on Transfer of Treasury Shares, as amended, should be as follows:

RESOLUTION TO TRANSFER TREASURY SHARES

On March 13, 2009, the Board of Directors of SK Telecom Co., Ltd. (the “Company”) resolved to transfer its treasury shares, as follows:

| 1. Shares Subject
to Transfer
(Number) | Common Shares | | 1,999,997 | | |
| --- | --- | --- | --- | --- | --- |
| | Preferred Shares | | — | | |
| 2. Approximate
Transfer Price
(Won) | Common Shares | | Won 460,019,235,200 | | |
| | Preferred Shares | | — | | |
| 3. Transfer Period | Begins | | April 7, 2009 | | |
| | Ends | | April 7, 2009 | | |
| 4. Reason for Transfer | | | The Company plans to issue new exchangeable
notes, to refinance exchangeable notes issued
in May 2004 that are due to mature in May 2009 | | |
| 5. Transfer Agent | | | — | | |
| 6. Number of
Treasury Shares
Before This
Transfer | Shares Owned under the Company’s Account | Common Shares | 4,513,998 | Percentage (%) of
Outstanding Shares | 5.60% |
| | | Preferred Shares | — | Percentage (%) of
Outstanding Shares | — |
| | Shares Beneficially Owned By the Company under Trustee Account | Common Shares | 3,886,710 | Percentage (%) of
Outstanding Shares | 4.80% |
| | | Preferred Shares | — | Percentage (%) of
Outstanding Shares | — |
| 7. Date of Board
Resolution | | | 3/13/2009 | | |
| -Attendance of
Outside Director | In Attendance | | 5 | | |
| | Absent | | 0 | | |
| -Attendance of Member
of Audit Committee | | | In Attendance | | |
| 8. Other noteworthy
matters | | | - In case an exchange price adjustment causes
an increase in the number of shares to be
exchanged, the number of shares to be
transferred may increase; in this case, the
Company will deposit additional treasury shares
for exchange with the Korea Securities
Depository. | | |
| | | | - In case it is not legally possible to
exercise exchange options, the treasury shares
will not be transferred. | | |
| | | | - The Number of Treasury Shares Before This
Transfer, which is 4,513,998 shares following
amendment (see Item 6 above), includes
1,324,744 shares already deposited with the
Korea Securities Depository for exchange with
exchangeable bonds. | | |

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Forward-Looking Statement Disclaimer

The material above contains forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or performance to be materially different from any future results or performance expressed or implied by such forward-looking statements. We do not make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events. Additional information concerning these and other risk factors are contained in our latest annual report on Form 20-F and in our other filings with the U.S. Securities and Exchange Commission.

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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.

SK Telecom Co., Ltd. ( Registrant )
By:	/s/ Tae Jin Park
( Signature )
Name:	Tae Jin Park
Title:	Vice President

Date: March 25, 2009

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