1934 Act Registration No. 1-14418
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF JUNE 2003
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SK TELECOM CO., LTD.
(Translation of registrant's name into English)
99, Seorin-dong
Jongro-gu
Seoul, Korea
(Address of principal executive offices)
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(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 [ X ] Form 40-F [ ]
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes [ ] No [ X ]
(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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In this report on Form 6-K, unless the context indicates or otherwise
requires, references to "we", "us", "our" or the "Company" shall mean SK Telecom
Co., Ltd. and its consolidated subsidiaries.
This report contains "forward-looking statements", as defined in Section
27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended, that are based on our current
expectations, assumptions, estimates and projections about our company and our
industry. The forward-looking statements are subject to various risks and
uncertainties. Generally, these forward-looking statements can be identified by
the use of forward-looking terminology such as "anticipate", "believe",
"estimate", "expect", "intend", "project", "should", and similar expressions.
Those statements include, among other things, the discussions of our business
outlook and expected performance as well as other statements that are not
historical facts. We caution you that reliance on any forward-looking statement
involves risks and uncertainties, and that although we believe that the
assumptions on which our forward-looking statements are based are reasonable,
any of those assumptions could prove to be inaccurate, and, as a result, the
forward-looking statements based on those assumptions could be incorrect. In
light of these and other uncertainties, you should not conclude that we will
necessarily achieve any plans and objectives or projected financial results
referred to in any of the forward-looking statements. We do not undertake to
release the results of any revisions of these forward-looking statements to
reflect future events or circumstances.
[SK TELECOM LETTERHEAD]
REPORTS TO THE KOREA STOCK EXCHANGE
This report on Form 6-K is a summary of certain matters discussed in SK
Telecom's reports to the Korea Stock Exchange ("KSE"), including reports to the
KSE pursuant to the Fair Disclosure Rule of Korea ("FD Report to KSE"). The
following statements discuss SK Telecom's future business plans and strategies.
These reflect management's judgment and involve a number of risks and
uncertainties that could cause actual results to differ materially from those
suggested by these forward-looking statements. These forward-looking information
were based on various factors and were derived utilizing numerous assumptions.
Although some of the assumptions and other important factors that could cause
actual results to differ materially from those in the forward-looking
information are identified below, the discussion is not meant to be an
exhaustive list of such assumptions and factors.
You should not place undue reliance on forward-looking statements, which
are based on current expectations and speak only as of the date of this report.
SK Telecom is not obligated to publicly release any revisions to forward-looking
statements to reflect events after the date of this report. SK Telecom provides
a detailed discussion of risk factors in periodic SEC filings, including its
Form 20-F, and you are encouraged to review these filings.
1. SATELLITE DMB BUSINESS (FD REPORT TO KSE DATED JUNE 23, 2003)
SK Telecom plans to enter into the satellite digital multimedia
broadcasting business, or satellite DMB business, through an equity investment
in a newly-formed company, the form of which is yet to be determined (referred
to hereinafter as the "Satellite DMB Company"). The other investors in the
Satellite DMB Company are expected to include equipment suppliers, program
providers, contents providers and broadcasting companies. Satellite DMB is a
service which allows broadcasting of multimedia contents by satellite to various
wireless channels, including to satellite
DMB-enabled handsets. Satellite DMB will allow the distribution of multi-media
contents to individuals at a lower usage fee than existing cellular service and
is therefore expected to create a higher demand than conventional broadcasting
service offered to households.
The significant expected milestones (including completed projects) for SK
Telecom's satellite DMB business is as follows:
o September 2001: SK Telecom applied for satellite orbit registration
with the International Telecommunication Union (ITU).
o October 2002: SK Telecom entered into a Basic Agreement with Mobile
Broadcasting Corporation (MBCO), a wireless multimedia company in
Japan, for purposes of business cooperation in the area of satellite
DMB business.
o April 2003: SK Telecom entered into a Business Cooperation Agreement
with Samsung Electronics Co., Ltd. for the development of satellite
DMB-enabled handsets.
o July 2003: Forming of a consortium for the purpose of making an
investment in the Satellite DMB Company expected to be incorporated in
August 2003.
o August 2003: Incorporation of the Satellite DMB Company.
o April 2004: DMB test service by the Satellite DMB Company.
o May 2004: Launching of DMB commercial service by the Satellite DMB
Company.
SK Telecom plans to enter into an agreement with MBCO by the end of 2003 to
co-purchase and launch a satellite for the satellite DMB business. Currently, SK
Telecom owns 13.6% interest in MBCO in return for its investment of
approximately Yen 4.2 billion or KRW 42.5 billion. SK Telecom estimates that it
will invest approximately KRW 92.0 billion for the purchase of the satellite, of
which KRW 15.0 billion is expected to be funded by a conversion of its equity
investment in MBCO.
SK Telecom also plans to make a 30% equity investment in the amount of
approximately KRW 30.0 billion to KRW 60.0 billion in the Satellite DMB Company.
The Satellite DMB Company will establish and operate a DMB center, will be
responsible for marketing and distribution of the DMB business, and will
cooperate with satellite network providers and contents providers. The principal
business strategies of the Satellite DMB Company is expected to be the
following:
o Provision of a variety of channels and genre of entertainment to satisfy
various customer needs;
o Contribution to the development and activation of domestic multimedia
industry; and
o Promotion of public interest by providing priority broadcasting service
during natural disasters (such as flooding).
The proposed revenue model for the Satellite DMB Company consists primarily of
an initial subscription fee, basic monthly service fee, pay channel monthly
service fee and advertisement revenues.
SK Telecom's overall levels of capital spending and its allocation of
capital expenditures in the satellite DMB business are subject to many
uncertainties, including uncertainties about the timing, cost and demand for the
satellite DMB business. SK Telecom may also increase, reduce or suspend its
planned investments in the satellite DMB business in response to market
conditions or for other reasons. As a result, SK Telecom is currently
reevaluating its planned capital expenditures for 2003 to reflect its proposed
investment in the satellite DMB business. SK Telecom cannot assure you that the
MIC will grant the Satellite DMB Company a license to operate as a satellite
broadcasting service provider. Also, there may not be sufficient demand for the
Satellite DMB Company's satellite DMB services as a result of the availability
and development of satellite DMB-enabled handsets or otherwise to permit SK
Telecom to recoup or profit from its investment in the satellite DMB license and
business. In addition, SK Telecom's competitors may enter into the satellite DMB
business and negatively impact profitability.
2. SLD TELECOM (FD REPORT TO KSE DATED JUNE 23, 2003)
SK Telecom currently owns a 53.8% equity interest in SLD Telecom Pte. Ltd.
in return for its investment of US$29.4 million. SLD Telecom is planning a
rights offering in the amount of approximately US$24 million in the second half
of 2003. SK Telecom plans to acquire 53.8% of the shares offered in the rights
offering which will result in an additional investment of US$12.8 million.
3. TRANSACTIONS WITH SK GLOBAL (REPORT TO KSE DATED JUNE 17, 2003)
On June 16, 2003, SK Telecom's board of directors approved a resolution on
the following matters related to its transactions with its affiliate, SK Global
Co., Ltd. ("SK Global"):
o SK Telecom's transactions with SK Global must comply with applicable
laws and regulations and with SK Telecom's internal procedures. In
addition, transactions with SK Global for the sole purpose of
supporting SK Global will not be allowed. SK Telecom will not make any
new investments in SK Global and will not provide any unlawful or
irregular financial or other assistance to SK Global to normalize SK
Global's business conditions.
o In order to assure management transparency, SK Telecom will seek to
improve its internal decision-making process by requiring a fairness
assessment in its business relationships with others (including SK
Global) and strengthening the function of its board of directors
through establishment of an investment review committee and a
remuneration committee.
o SK Telecom will continue to conduct its current business transactions
with SK Global, so long as such business activities are in the
ordinary course of business and are conducted transparently. For any
other transactions with SK Global which are not in the ordinary course
of business, SK Telecom must obtain the approval of its board of
directors.
4. ACQUISITION OF SHARES BY SK TELECOM (REPORT TO KSE DATED JUNE 25, 2003)
On June 24, 2003, SK Telecom's board of directors approved SK Telecom's
plan to acquire 2,544,600 shares, or approximately 3%, of its outstanding common
stock through open-market purchases on the Korea Stock Exchange by the end of
the third quarter in 2003 for the purpose of capital reduction. SK Telecom will
acquire the shares during the period starting from June 28, 2003 through
September 27, 2003 and expects to spend approximately KRW 521.7 billion to
acquire its shares or KRW 205,000 per share. However, the actual cost incurred
for the share buyback may differ
depending on the actual purchase price of such shares. SK Telecom plans to
cancel these shares in order to maximize its shareholders' value.
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.
By: /s/ Sung Hae Cho
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Name: Sung Hae Cho
Title: Vice President
Date: June 30, 2003