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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Amis Holdings (MM) | NASDAQ:AMIS | NASDAQ | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 5.85 | 0 | 00:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ 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 the 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 the Notes).
CUSIP No.
031538101
13G
Page
2
of
7 Pages
1
NAMES OF REPORTING PERSONS
Nippon Mining Holdings, Inc., successor by merger to Japan Energy Electronics Materials, Inc. (the “Reporting Person”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
þ
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
5
SOLE VOTING POWER
NUMBER OF
8,664,072
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
7
SOLE DISPOSITIVE POWER
REPORTING
PERSON
8,664,072
WITH
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,664,072 (See Item 4)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.2%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No.
031538101
13G
Page
3
of
7 Pages
Item 1(a).
Name of Issuer:
AMIS Holdings, Inc.
Item 1(b).
Address of Issuer’s Principal Executive Offices:
2300 Buckskin Road
Pocatello, ID 83201
Item 2(a).
Name of Person Filing:
Nippon Mining Holdings, Inc., successor by merger to Japan Energy Electronics Materials, Inc.
(the “Reporting Person”)
Item 2(b).
Address of Principal Business Office, or if None, Residence:
The address of the principal business office of the Reporting Person is 10-1 Toranomon,
2-chome, Minato-ku, Tokyo 105-0001, Japan.
Item 2(c).
Citizenship:
The Reporting Person is a corporation organized under the laws of Japan.
Item 2(d).
Title of Class of Securities:
Common Stock, par value $.01 per share (“Common Stock”)
Item 2(e).
CUSIP Number:
031538101
CUSIP No.
031538101
13G
Page
4
of
7 Pages
Item 3.
If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check
whether the person filing is a:
(a)
o
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)
o
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
o
Investment company registered under Section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8);
(e)
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
o
An employee benefit plan or endowment fund in accordance with Rule
13d- 1(b)(1)(ii)(F);
(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
(i)
o
A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3); or
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4.
Ownership.
The Reporting Person, as of December 31, 2007, had the sole power to vote, or
to direct the voting of, and the sole power to dispose, or to direct the
disposition of, 8,664,072 shares of Common Stock, constituting approximately 9.2%
of the outstanding Common Stock. The number of shares of Common Stock over which
the Reporting Person had voting and dispositive power includes 4,603,032 shares of
Common Shares issuable upon complete exercise of a warrant to purchase Common Stock
(“Warrant”) held by the Reporting Person.
Except as otherwise specifically noted, all of the percentages calculated in
this Schedule 13G are based upon an aggregate of 93,964,548 shares of Common Stock,
which consists of 89,361,516 shares of Common Stock outstanding on November 8, 2007
(as disclosed in the Issuer’s last filed quarterly report on Form 10-Q for the
quarterly period ended September 29, 2007) and an additional 4,603,032 shares of
Common Stock issuable upon complete exercise of the Warrant in accordance with its
terms.
Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following:
o
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
CUSIP No.
031538101
13G
Page
5
of
7 Pages
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
This Schedule is filed on behalf the Reporting Person who, along with certain individuals and
corporations (the “Non-Reporting Persons”) identified on Exhibit 1, may be deemed as a group to
have beneficial ownership of the Common Stock of the Company as a result of the Reporting Person
and the Non-Reporting Persons becoming signatories to that certain First Amended and Restated
Shareholders’ Agreement, dated as of September 26, 2003, amended as of July 30, 2004, among the
persons identified on Exhibit 1.
Neither the fact of this filing nor anything contained herein shall be deemed an admission by
the Reporting Person that a group exists within the meaning of the Securities Exchange Act of 1934.
Item 9.
Notice of Dissolution of Group.
Not applicable.
Item 10.
Certifications.
Not applicable.
CUSIP No.
031538101
13G
Page
6
of
7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 8, 2008
NIPPON MINING HOLDINGS, INC.
By:
/s/ Mitsunori Takahagi
Name:
Mitsunori Takahagi
Its: President and Chief Executive Officer
CUSIP No.
031538101
13G
Page
7
of
7 Pages
Exhibit 1
The following states the identity of each member of the group:
FP-McCartney, LLC
Citigroup Venture Capital Equity Partners, L.P.
CVC/SSB Employee Fund, L.P.
CVC Executive Fund LLC
Merchant
Capital Inc.
Nippon Mining
Holdings, Inc.
Thomas E. Epley
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