Filing Compare · MACRONIX INTERNATIONAL CO LTD

1934Table Actof Registration No. 1-14700Contents

MacronixTable has determined that the impact of the fair value of certain derivative instruments embedded in its convertible bonds under U.S. GAAP resulted in an overstatement of U.S. GAAP net loss of NTD167 million and NTD852 million in 2002 and 2003, respectively, and an understatement of U.S. GAAP net loss of NTD40 million in 2004, representing 1.2%, 9.7% and 9.1% of U.S. GAAP net loss in 2002, 2003 and 2004, respectively. As a result of the foregoing, the U.S. GAAP reconciliation for each of the years contained in the Company’s Annual Report on Form 20-F for the year ended December 31, 2004, should not be relied upon. Contents

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1934Table Actof Registration No. 1-14700Contents

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~~SECURITIES~~File ~~AND EXCHANGE COMMISSION~~No. 0-27884

SECURITIES AND EXCHANGE COMMISSION Washington, DCD.C. 20549

FORM 6-K

~~REPORT~~Report OFof ~~FOREIGN~~Foreign ~~PRIVATE ISSUER~~Issuer ~~PURSUANT~~Pursuant TOto ~~RULE~~ Rule 13a-16 ORor 15d-16 ~~OF THE~~of ~~SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

For the month of ~~July~~November, 2006

Macronix International Co., Ltd.

No. 16 Li-~~Hsin~~Hsing Road, Science-Based Industrial Park Hsinchu, Taiwan, Republic of China

~~(Address~~ [Indicate ofby ~~principal~~check ~~executive~~mark ~~offices)~~whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.]

~~(Indicate by check mark whether the registrant files or will file annual reports under cover of~~ Form 20-F or þ Form 40-F) o

~~Form~~ [Indicate ~~20-F~~by þcheck mark whether the registrant by furnishing the information contained in this Form 40is also thereby furnishing the information to the Commission pursuant to Rule 12g3-F2(b) under othe Securities Exchange Act of 1934.]

Yes o ~~(Indicate by check mark whether the~~No þ ~~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.)~~

[If “Yes” ois Nomarked, þindicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82: .]

~~(If “Yes” is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3~~-~~2(b): 82:___)~~1-

~~Issued by: Macronix International Co., Ltd.~~Table ~~Issued~~of ~~on: July 17, 2006~~Contents

Macronix International Co., Ltd. to Restate US GAAP Reconciliation of Prior Results; No Change to Primary Financial Statements under ROC GAAP


Monthly Sales Report- November 2006			3
Regulated Announcement for the month of November 2006			4 ~ 5
Signatures			6

~~Hsinchu, Taiwan, July 17, Macronix International Co., Ltd (NASDAQ: MXICY and TSEC: 2337) (“Macronix” or the “Company”), an independent designer, producer and supplier of non~~-volatile memory products based in Taiwan, announced today that an item in the footnotes to the Company’s financial statements as of and for the years ended December 31, 2002, 2003 and 2004 were incorrectly recorded for the purposes of the U.S. GAAP reconciliation included therein. An error relating to derivative instruments was discovered in the course of preparing responses to comments received from the U.S. Securities and Exchange Commission (“SEC”) in relation to the Company’s Annual Report on Form 202-~~F for the year ended December 31, 2004.~~

~~The~~MACRONIX ~~error~~INTERNATIONAL ~~discovered~~CO., ~~does not affect Macronix’s financial results reported under ROC GAAP for any~~LTD. ~~years~~For in the ~~three-year~~month ~~period ended December 31, 2004 nor do they affect the Company’s current or future cash payments. All~~ of ~~the Company’s convertible bonds had been redeemed by December~~November ~~31,~~2006 ~~2005.~~

~~The~~This ~~decision~~is to ~~restate~~report ~~its financial statements was made today upon~~ the ~~recommendation~~changes ~~of management~~or ~~and~~status ~~with the concurrence~~ of ~~Diwan,~~1) ~~Ernst~~Sales &volume ~~Young,~~2) ~~the~~Funds ~~Company’s~~lent ~~independent auditors. Macronix expects~~ to ~~file~~other ~~its~~parties ~~restated financial statements in respect of the years ended December~~3) ~~31,~~Endorsements ~~2002, 2003~~ and ~~2004,~~guarantees in4) anFinancial ~~amended~~derivative ~~Annual~~transactions ~~Report on Form 20-F~~ for the ~~year~~period ~~ended December 31, 2004, which Macronix intends to file shortly. The restated financial statements in respect~~ of ~~the years ended December~~November ~~31, 2003 and 2004 will also be contained in the Company’s Annual Report on Form 20-F for the year ended December 31, 2005, which the Company intends to file shortly~~2006. ~~The~~ response to the recent inquiries from the SEC may be subject to further SEC review; and the resolution of such inquiries may result in additional restatements and adjustments to the anticipated restatement amounts described above.

~~Note~~ Sales volume ~~Regarding~~(NT$ ~~Exchange~~: ~~Rate~~Thousand)

Dollar amounts in this press release are expressed in New Taiwan dollars, the reporting currency used in the Company’s Annual Reports on Form 20-F. The exchange rate between New Taiwan dollars and U.S. dollars on July 15, 2006 was approximately NT$32.72 — US$1.00.

Time

Item

2006

2005

Changes

(%)

November

Invoice amount

2,186,861

2,115,180

+71,681

+3.39%

November

Net Sales

2,169,604

2,107,355

+62,249

+2.95%

~~Safe~~ Funds lent ~~Harbor~~to ~~Statement~~other ~~under~~parties ~~the~~(NT$ ~~provisions~~: ofThousand) ~~the United States Private Securities Litigation~~: ~~Reform Act of 1995~~

The news release contains forward-looking statements, as defined in the Safe Harbor Provisions of the United States Private Securities Litigation Reform act of 1995. These forward-looking

- Endorsements and 2guarantees -(NT$ : Thousand) :

statements, including the statements generally can be identified by phrases such as Macronix or the Company “believes”, “expects”, “anticipates”, “foresees”, “forecasts”, “estimates” or other words or phrases of similar import. Similarly, such statements describe the Company’s business outlook, financial highlights and the projections of capacity expansions. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be attained. A description of certain risks and uncertainties, which could cause actual results to differ materially from those indicated in the forward-looking statements can be found in the section captioned “Risk Factors” in the Company’s 2004 Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on June 30, 2005. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


	Limit of endorsement		November		Bal. As of period end
MXIC		14,914,542		0		1,900,398
MXIC’s subsidiaries		186,937		0		0
MXIC endorses for subsidiaries				0		1,900,398
MXIC’s subsidiaries endorses for MXIC				0		0
MXIC endorses for PRC companies				0		0
MXIC’s subsidiaries endorses for PRC companies				0		0

~~About~~Financial derivatives ~~Macronix~~transactions (NT$ : Thousand) 4-1 Trading purpose :

Macronix International Co., Ltd. (NASDAQ: MXICY and TSEC: 2337) is an independent designer, producer and supplier of non-volatile memory products such as Mask ROM, EPROM, Flash, and logic and other application-specific integrated circuit products including system-on-a-chip (also named as SOC) and solutions. Macronix views itself as an integrated solutions provider, treating its customers as strategic partners and working closely with them in all aspects of product development to provide silicon chip solutions that satisfy their specific needs. Headquartered in Hsin-Chu, Taiwan, Macronix currently employs approximately 3,526 people worldwide.


				Option
				Sell				Buy
		Future		Call		Put		Call		Put		Forward		Swap		Others
Margin Payment			—		—		—		—		—		—		—		—
Premium Income (Expense)			—		—		—		—		—		—		—		—
Outstanding Contract	Notional Amount		—		—		—		—		—		—		—		—
	Mark to Market Value		—		—		—		—		—		—		—		—
Expired Contract	Notional Amount		—		—		—		—		—		—		—		1,118,400
	Recognized Amount		—		—		—		—		—		—		—		2,413

~~Macronix~~4-2 ~~was~~Hedging ~~named~~purpose by(for ~~Business~~assets ~~Week~~/ inliabilities ~~June 2001~~denominated ~~as one of the top 100 Information Technology companies worldwide. In addition, Macronix’s Chairman and President, Miin Wu, was named by Business Week~~ in ~~July 2001~~foreign ~~as one of 13 entrepreneurs among 50 “stars” of Asia.~~currencies): None

~~For more information, please visit the Company’s website at www.macronix.com~~-3-

~~SIGNATURES~~MACRONIX INTERNATIONAL CO., LTD. For the month of November 2006

~~Pursuant~~This is to report 1) the ~~requirements~~trading of directors, supervisors, executive officers and 10% shareholders of MXIC ; 2) the ~~Securities~~pledge ~~Exchange~~and ~~act~~clear of ~~1934~~pledge of MXIC common shares by directors, ~~the~~supervisors, executive ~~registrant~~officers ~~has~~and ~~duly~~10% ~~caused~~shareholders of MXIC ; 3) outstanding ~~this~~units ~~report~~and toshares beof ~~signed~~ADR on; ~~its~~4) outstanding ~~behalf~~amount of Convertible Bonds by ~~the~~MXIC ~~undersigned,~~for ~~thereunto~~the ~~duly~~month ~~authorised~~of November 2006.

	Macronix International Co., Ltd
Date: July 17, 2006	/s/ Paul Yeh
	By: Paul Yeh

The trading of directors, supervisors, executive officers and 10% shareholders :

- 4 -

Number of

shares held when

elected (for

Directors,

Number of

Number of shares

Supervisors and

shares held as

held as

Title

Name

Executive Officers)

October 31, 2006

November 30, 2006

Changes

Executive Director

Ding Hwa Hu

1,020,867

1,020,000

-867

Associate Vice President

C.D. Lin

1,107,123

1,037,123

-70,000

Associate Vice President

Paul Yeh

3,833,418

3,783,418

-50,000

The clear of pledge of MXIC common shares by directors, supervisors, executive officers and 10% shareholders : None

The pledge of MXIC common shares by directors, supervisors, executive officers and 10% shareholders : None

Outstanding units and shares of ADR :

Outstanding of units on

Outstanding of shares on

Outstanding of units on

Outstanding of shares on

October 31, 2006

November 30, 2006

1,487,784.7

14,877,847

1,487,784.7

14,877,847

-4-

MACRONIX INTERNATIONAL CO., LTD.
For the month of November 2006

This is to report 1) the acquisition of assets by MXIC and 2) the disposition of assets by MXIC for the month of November 2006.

The acquisition of assets :

Trade Quantity

Purchase Price

Date

Description of assets

(Unit)

(Per Set)

Trade Amount)

2006/11/28

Machinery equipment

1 Batch

JPY$2,195,500,000

The disposal of assets : None

-5-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.


	MACRONIX INTERNATIONAL CO., LTD.
Date: December 22, 2006	By:	/s/ Paul Yeh
	Name: Paul Yeh Title: Associate Vice President of Finance Center

-6-

Bal. As of

Bal. As of

October, 2006 end

November, 2006 end

Limit of lending

MXIC’s subsidiaries