Kulicke & Soffa--Form 424(b)(3)

Prospectus Supplement No. 1

dated November 19, 2004

(to Prospectus dated October 19, 2004)

  

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-119406

 

$65,000,000

 

LOGO

 

1% Convertible Subordinated Notes due 2010 and

the Common Stock issuable upon conversion of the Notes

 

The following table updates the “Selling Securityholders” section of the prospectus dated October 19, 2004 with respect to the beneficial ownership of the selling securityholders named below. This prospectus supplement is not complete without, and may not be delivered and should not be used except in connection with, the prospectus.

 

NAME

    PRINCIPAL
AMOUNT OF
NOTES
BENEFICIALLY
OWNED THAT
MAY BE SOLD
    PERCENTAGE
OF NOTES
OUTSTANDING
    

NUMBER

OF SHARES OF
COMMON
STOCK
OWNED
PRIOR TO THE
OFFERING(1)

   

NUMBER

OF SHARES

OF COMMON
STOCK

THAT MAY

BE SOLD (1)

    PERCENTAGE
OF COMMON
STOCK
OUTSTANDING (2)

Canyon Capital Arbitrage Master Fund, Ltd.

    1,350,000    2.1 %   296,965    105,130    *

Canyon Value Realization Fund, L.P.

    675,000    1.0 %   148,482    52,565    *

Canyon Value Realization MAC 18, Ltd. (RMF)

    270,000    *     59,393    21,026    *

The Canyon Value Realization Fund (Cayman), Ltd.

    1,845,000    2.8 %   405,852    143,678    *
* Less than 1%
(1) Assumes conversion of all of the holder’s notes at a conversion rate of 77.8743 shares per $1,000 principal amount of notes. However, this conversion price is subject to adjustment as described under “Description of Notes—Conversion of the Notes.” As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 51,296,427 shares of common stock outstanding as of November 17, 2004. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that particular holder’s notes. However, we did not assume the conversion of any other holder’s notes.

 

We prepared this prospectus supplement based on the information supplied to us by the selling securityholders named in the table. The information provided in this prospectus supplement is current as of November 19, 2004.

The selling securityholders listed above and in the prospectus may have sold or transferred some or all of their notes or the underlying common stock since the date on which they provided us with information regarding their notes and common stock, and we have not made any independent inquires as to the foregoing. Information about the selling securityholders may change over time. Any changed information will be set forth to the extent provided to us by the selling securityholders, in further supplements to the prospectus, if and when necessary.

 

Because the selling securityholders listed above and in the prospectus may offer all or some of their notes or the underlying common stock from time to time, we cannot estimate the amount of the notes or underlying common stock that will be held by the selling securityholders upon the termination of any particular offering. See “Plan of Distribution” in the prospectus.

 

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