content: <PAGE>
  
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                       U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                  -----------------
  
                                      FORM 8-K
  
  
                                   Current Report
                           Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): December 31, 2001
  
  
                                    CHIPPAC, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
                                      Delaware
                   (State or Other Jurisdiction of Incorporation)
  
                                      000-31173
                              (Commission File Number)
  
                                     77-0463048
                       (I.R.S. Employer Identification Number)
  
                                   47400 Kato Road
                              Fremont, California 94538
                      (Address of Principal Executive Offices)
                                     (Zip Code)
  
                                   (510) 979-8200
                (Registrant's telephone number, including area code)
  
                                   Not Applicable
            (Former Name or Former Address, If Changed Since Last Report)
  
  
  
  
  
  
  <PAGE>
  
  ITEM 5.  OTHER EVENTS
  
       On December 31, 2001, we entered into an amendment to our senior credit
  facilities pursuant to which our senior lenders waived compliance with some of
  our covenants described below. Our senior lenders waived compliance with the
  minimum interest coverage ratio we must maintain, the maximum leverage ratio we
  are permitted and the maximum senior leverage ratio we are permitted for
  calculation periods ending from and including December 31, 2001 to and including
  December 31, 2002.
  
       As a condition to this waiver, we agreed to raise at least $20 million of
  net proceeds of permitted junior capital and to prepay a portion of our senior
  credit facilities on or prior to March 1, 2002 in an aggregate principal amount
  equal to the greater of (i) $20 million and (ii) 50% of those net proceeds. If
  we do not complete an offering and repayment prior to March 1, 2002, the waiver
  expires on that date and we will be in violation of our senior credit
  facilities, including covenants regarding the minimum interest coverage ratio,
  the maximum leverage ratio and the maximum senior leverage ratio. If the
  transaction providing us with the net proceeds is a registered offering of
  securities and if the Securities and Exchange Commission reviews that offering,
  then we have up to March 31, 2002 to apply those net proceeds and remain in
  compliance with our senior credit facilities.
  
       We expect to be able to obtain permitted junior capital in an amount which
  is sufficient to meet the terms of the amendment in a timely fashion. However,
  we can provide no assurance that we will be successful in doing so.
  
       Our statement regarding our expectation of our ability to raise permitted
  junior capital is a forward-looking statement. This statement relates to a
  future event that involves known and unknown risks and uncertainties. Changes in
  the capital markets, our industry's financial performance, the performance of
  our customers and other unforeseen events could prevent us from obtaining
  permitted junior capital. If we do not obtain permitted junior capital in a
  sufficient amount or on a timely basis, we will be in default of our senior
  credit facilities.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
       (a)  Exhibits
  
            Exhibits included are set forth in the Exhibit Index pursuant to Item
            601 of Regulation S-K.
  
       (b)  SIGNATURE
  
       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.
  
  <PAGE>
  
  Dated:   January 10, 2002             ChipPAC, Inc.
  
  
  
                                                By:   /s/ Robert Krakauer
                                                      ----------------------------
                                                Name:    Robert Krakauer
                                                Title:   Senior Vice President and
                                                         Chief Financial Officer
  
       (c)  EXHIBIT INDEX
  
  
  Number    Exhibit Description
  
  10.1      Amendment  No. 3, dated as of December  31,  2001,  to the Amended and
            Restated  Credit  Agreement  dated as of June 30,  3000,  by and among
            ChipPAC  International  Company  Limited,  ChipPAC,  Inc.  and  Credit
            Suisse First Boston as Administrative Agent for the lenders.
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metadata_filer: {"company-data": {"conformed-name": "CHIPPAC INC", "cik": "0001093779", "assigned-sic": "3674", "irs-number": "770463048", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-31173", "film-number": "2506282"}, "business-address": {"street1": "3151 CORONADO DR", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4084865900"}, "mail-address": {"street1": "3151 CORONADO DRIVE", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}}
text: --------------------------------------------------------------------------------
                       U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                  -----------------
  
                                      FORM 8-K
  
                                   Current Report
                           Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): December 31, 2001
  
                                    CHIPPAC, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
                                      Delaware
                   (State or Other Jurisdiction of Incorporation)
  
                                      000-31173
                              (Commission File Number)
  
                                     77-0463048
                       (I.R.S. Employer Identification Number)
  
                                   47400 Kato Road
                              Fremont, California 94538
                      (Address of Principal Executive Offices)
                                     (Zip Code)
  
                                   (510) 979-8200
                (Registrant's telephone number, including area code)
  
                                   Not Applicable
            (Former Name or Former Address, If Changed Since Last Report)
  ITEM 5.  OTHER EVENTS
  
       On December 31, 2001, we entered into an amendment to our senior credit
  facilities pursuant to which our senior lenders waived compliance with some of
  our covenants described below. Our senior lenders waived compliance with the
  minimum interest coverage ratio we must maintain, the maximum leverage ratio we
  are permitted and the maximum senior leverage ratio we are permitted for
  calculation periods ending from and including December 31, 2001 to and including
  December 31, 2002.
  
       As a condition to this waiver, we agreed to raise at least $20 million of
  net proceeds of permitted junior capital and to prepay a portion of our senior
  credit facilities on or prior to March 1, 2002 in an aggregate principal amount
  equal to the greater of (i) $20 million and (ii) 50% of those net proceeds. If
  we do not complete an offering and repayment prior to March 1, 2002, the waiver
  expires on that date and we will be in violation of our senior credit
  facilities, including covenants regarding the minimum interest coverage ratio,
  the maximum leverage ratio and the maximum senior leverage ratio. If the
  transaction providing us with the net proceeds is a registered offering of
  securities and if the Securities and Exchange Commission reviews that offering,
  then we have up to March 31, 2002 to apply those net proceeds and remain in
  compliance with our senior credit facilities.
  
       We expect to be able to obtain permitted junior capital in an amount which
  is sufficient to meet the terms of the amendment in a timely fashion. However,
  we can provide no assurance that we will be successful in doing so.
  
       Our statement regarding our expectation of our ability to raise permitted
  junior capital is a forward-looking statement. This statement relates to a
  future event that involves known and unknown risks and uncertainties. Changes in
  the capital markets, our industry's financial performance, the performance of
  our customers and other unforeseen events could prevent us from obtaining
  permitted junior capital. If we do not obtain permitted junior capital in a
  sufficient amount or on a timely basis, we will be in default of our senior
  credit facilities.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
       (a)  Exhibits
  
            Exhibits included are set forth in the Exhibit Index pursuant to Item
            601 of Regulation S-K.
  
       (b)  SIGNATURE
  
       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.
  Dated:   January 10, 2002             ChipPAC, Inc.
  
                                                By:   /s/ Robert Krakauer
                                                      ----------------------------
                                                Name:    Robert Krakauer
                                                Title:   Senior Vice President and
                                                         Chief Financial Officer
  
       (c)  EXHIBIT INDEX
  
  Number    Exhibit Description
  
  10.1      Amendment  No. 3, dated as of December  31,  2001,  to the Amended and
            Restated  Credit  Agreement  dated as of June 30,  3000,  by and among
            ChipPAC  International  Company  Limited,  ChipPAC,  Inc.  and  Credit
            Suisse First Boston as Administrative Agent for the lenders.