PSI TECHNOLOGIES HOLDINGS, INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
(Amendment No. 10)
 
Under the Securities Exchange Act of 1934
 
PSi Technologies Holdings, Inc.
(Name of Issuer)
 
 
Common Shares, par value 1 2/3 Philippine Pesos per share
(Title of Class of Securities)
 
 
74438Q 10 9
(CUSIP Number)
 
 
c/o Merrill Lynch Global Emerging Markets Partners, L.P.
4 World Financial Center
North Tower
New York, NY 10080
Telephone: (212) 449-1000
 
With a copy to:
Frank J. Marinaro, Esq.
Merrill Lynch & Co., Inc.
4 World Financial Center
North Tower
New York, NY 10080
Telephone: (212) 449-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
 
December 31, 2008
(Date of Event which Requires Filing of this Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(e), 13d-1(f) or 13d-l(g), check the following box o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits.  See Section 240.13d-7(b) for other parties to whom copies are to be sent.
 
 
 
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 disclosures provided in a prior cover page.
 
The information required on 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 (the “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 Note).
 
 
 
 
 
2
 
SCHEDULE 13D/A
 
CUSIP No.  74438Q 10 9
  
Page 3 of 22 Pages
         
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Merrill Lynch & Co., Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) þ
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
Not Applicable
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
Not Applicable
8
SHARED VOTING POWER
 
43,385,144*
9
SOLE DISPOSITIVE POWER
 
Not Applicable
10
SHARED DISPOSITIVE POWER
 
43,385,144*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,385,144*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
Not Applicable
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
91.2%*
14
TYPE OF REPORTING PERSON
 
HC, CO
 
 
SCHEDULE 13D/A
 
CUSIP No.  74438Q 10 9
  
Page 4 of 22 Pages
         
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Merrill Lynch Group, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) þ
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
Not Applicable
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
Not Applicable
8
SHARED VOTING POWER
 
43,385,144*
9
SOLE DISPOSITIVE POWER
 
Not Applicable
10
SHARED DISPOSITIVE POWER
 
43,385,144*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,385,144*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
Not Applicable
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
91.2%*
14
TYPE OF REPORTING PERSON
 
HC, CO
 
 
SCHEDULE 13D/A
 
CUSIP No.  74438Q 10 9
  
Page 5 of 22 Pages
         
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
ML IBK Positions, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) þ
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
Not Applicable
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
Not Applicable
8
SHARED VOTING POWER
 
43,385,144*
9
SOLE DISPOSITIVE POWER
 
Not Applicable
10
SHARED DISPOSITIVE POWER
 
43,385,144*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,385,144*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
Not Applicable
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
91.2%*
14
TYPE OF REPORTING PERSON
 
CO
 
 
SCHEDULE 13D/A
 
CUSIP No.  74438Q 10 9
  
Page 6 of 22 Pages
         
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Merrill Lynch Global Private Equity, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) þ
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
Not Applicable
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
Not Applicable
8
SHARED VOTING POWER
 
43,385,144*
9
SOLE DISPOSITIVE POWER
 
Not Applicable
10
SHARED DISPOSITIVE POWER
 
43,385,144*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,385,144*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
Not Applicable
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
91.2%*
14
TYPE OF REPORTING PERSON
 
CO
 
 
SCHEDULE 13D/A
 
CUSIP No.  74438Q 10 9
  
Page 7 of 22 Pages
         
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Merrill Lynch Global Capital, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) þ
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
Not Applicable
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
Not Applicable
8
SHARED VOTING POWER
 
43,385,144*
9
SOLE DISPOSITIVE POWER
 
Not Applicable
10
SHARED DISPOSITIVE POWER
 
43,385,144*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,385,144*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
Not Applicable
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
91.2%*
14
TYPE OF REPORTING PERSON
 
OO
 
 
SCHEDULE 13D/A
 
CUSIP No.  74438Q 10 9
  
Page 8 of 22 Pages
         
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Merrill Lynch Global Emerging Markets Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) þ
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
Not Applicable
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
Not Applicable
8
SHARED VOTING POWER
 
43,385,144*
9
SOLE DISPOSITIVE POWER
 
Not Applicable
10
SHARED DISPOSITIVE POWER
 
43,385,144*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,385,144*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
Not Applicable
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
91.2%*
14
TYPE OF REPORTING PERSON
 
PN
 
 
SCHEDULE 13D/A
 
CUSIP No.  74438Q 10 9
  
Page 9 of 22 Pages
         
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Merrill Lynch Global Emerging Markets Partners, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) þ
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
 
Not Applicable
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
Not Applicable
8
SHARED VOTING POWER
 
34,287,779*
9
SOLE DISPOSITIVE POWER
 
Not Applicable
10
SHARED DISPOSITIVE POWER
 
34,287,779*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,287,779*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
Not Applicable
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
72.07%*
14
TYPE OF REPORTING PERSON
 
OO
 
 
SCHEDULE 13D/A
 
CUSIP No.  74438Q 10 9
  
Page 10 of 22 Pages
         
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Merrill Lynch Global Emerging Markets Partners II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) þ
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
 
Not Applicable
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
Not Applicable
8
SHARED VOTING POWER
 
34,287,779*
9
SOLE DISPOSITIVE POWER
 
Not Applicable
10
SHARED DISPOSITIVE POWER
 
34,287,779*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,287,779*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
Not Applicable
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
72.07%*
14
TYPE OF REPORTING PERSON
 
OO
 
 
* Includes (i) 34,287,779 shares of common stock of the issuer issuable pursuant to the terms of the $7.0 million aggregate principal amount 10.00% Exchangeable Senior Subordinate Note, dated June 2, 2005, between PSi Technologies, Inc. and Merrill Lynch Global Emerging Markets Partners, LLC (the “2005 Note”) and the Note (as defined below) within 60 days of the date of this filing, representing 72.07% of the currently outstanding common stock of the Issuer and assuming the issuance of such 34,287,779 shares of common stock and (ii) 1,955,741 shares of common stock of the Issuer owned by Greathill Pte. Ltd and for which Greathill Pte. Ltd had previously granted Merrill Lynch Global Emerging Markets Partners, LLC a proxy.
 
This Amendment No. 10 to Schedule 13D (this “Tenth Amendment”) amends and supplements the Schedule 13D (the “Schedule 13D”), Amendment No. 1 to the Schedule 13D (the “First Amendment”), Amendment No. 2 to the Schedule 13D (the “Second Amendment”), Amendment No. 3 to the Schedule 13D (the “Third Amendment”), Amendment No. 4 to the Schedule 13D (the “Fourth Amendment”), Amendment No. 5 to the Schedule 13D (the “Fifth Amendment”), Amendment No. 6 to the Schedule 13D (the “Sixth Amendment”), Amendment No. 7 to the Schedule 13D (the “Seventh Amendment”), Amendment No. 8 to the Schedule 13D (the “Eighth Amendment”) and Amendment No. 9 to the Schedule 13D (the “Ninth Amendment”) filed by the parties with the Securities and Exchange Commission (the “Commission”) on June 7, 2001, June 16, 2003, July 11, 2003, June 3, 2005, January 5, 2007, July 3, 2007, January 4, 2008, May 30, 2008, August 5, 2008 and August 26, 2008, respectively. Except as specifically amended below, all other provisions of the Schedule 13D, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment and the Ninth Amendment remain in effect.
 
Item 2. 
Identity and Background.
 
The following paragraphs amend and supplement Item 2:
 
This Tenth Amendment is being filed jointly by the parties to the Schedule 13D, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment and the Ninth Amendment.
 
Appendix B is amended to include the following information with respect to the executive officers and directors of the parties jointly filing the Schedule 13D:
 
 
(a)
name;
 
 
(b)
business address (or residence where indicated);
 
 
(c)
present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and
 
 
(d)
citizenship.
 
11
 
Except as described below, during the last five years, none of the Reporting Persons, nor, to the knowledge of each of the Reporting Persons, any of the persons listed on Appendix A or Appendix B hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
 
On August 21, 2008, Merrill Lynch & Co., Inc. reached an agreement in principle with the New York attorney general, state securities regulators, and the staff of U.S. Securities and Exchange Commission relating to ARS.  Without admitting or denying wrongdoing, Merrill Lynch & Co., Inc. agreed to accelerate a previously announced offer to purchase ARS from retail clients, use best efforts to provide liquidity solutions for institutional holders of ARS, pay a civil money penalty, and compensate other eligible clients who purchased ARS and sold them at a loss.
 
In July 2007, the CFTC found that on certain occasions from 2001 to 2005 Merrill Lynch Alternative Investments (“MLAI”) violated CFTC Regulation 4.22(c) by failing to timely file commodity pool annual reports with the National Futures Association and to timely distribute such reports to pool participants. Without admitting or denying the allegations, MLAI agreed to a cease-and-desist order and paid a fine in the amount of $500,000.
 
As part of a settlement relating to managing auctions for auction rate securities (“ARS”), the Commission accepted the offers of settlement of 15 broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), and issued a settlement order on May 31, 2006. The Commission found, and MLPF&S neither admitted nor denied, that respondents (including MLPF&S) violated section 17(a)(2) of the Securities Act of 1933 by managing auctions for ARS in ways that were not adequately disclosed or that did not conform to disclosed procedures. MLPF&S consented to a cease and desist order, a censure, a civil money penalty, and compliance with certain undertakings.
 
On March 13, 2006, MLPF&S entered into a settlement with the Commission whereby the Commission alleged, and MLPF&S neither admitted nor denied, that MLPF&S failed to furnish promptly to representatives of the Commission electronic mail communications (“e-mails”) as required under Section 17(a) of the Exchange Act and Rule 17a-4(j) thereunder. The Commission also alleged, and MLPF&S neither admitted nor denied, that MLPF&S failed to retain certain e-mails related to its business as such in violation of Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder. Pursuant to the terms of the settlement, MLPF&S consented to a cease and desist order, a censure, a civil money penalty of $2,500,000, and compliance with certain undertakings relating to the retention of e-mails and the prompt production of e-mails to the Commission.
 
12
 
In March 2005, Merrill Lynch & Co., Inc. and certain of its affiliates (Merrill Lynch & Co., Inc. and its affiliates collectively, “Merrill Lynch”) reached agreements with the State of New Jersey and the New York Stock Exchange (the “NYSE”) and reached an agreement in principle with the State of Connecticut pursuant to which Merrill Lynch, without admitting or denying the allegations, consented to a settlement that included findings that it failed to maintain certain books and records and to reasonably supervise a team of former financial analysts (“FAs”) who facilitated improper market timing by a hedge fund client. Merrill Lynch terminated the FAs in October 2003, brought the matter to the attention of regulators, and cooperated fully in the regulators’ review. The settlement will result in aggregate payments of $13.5 million.
 
In March 2005, Merrill Lynch reached an agreement in principle with the NYSE pursuant to which Merrill Lynch, without admitting or denying the allegations, later consented to a settlement that included findings with regard to certain matters relating to the failure to deliver prospectuses for certain auction rate preferred shares and open-end mutual funds; the failure to deliver product descriptions with regard to certain exchange-traded funds; the failure to ensure that proper registration qualifications were obtained for certain personnel; issues with regard to the retention, retrieval and review of e-mails; isolated lapses in branch office supervision; late reporting of certain events such as customer complaints and arbitrations; the failure to report certain complaints in quarterly reports to the NYSE due to a systems error; and partial non-compliance with Continuing Education requirements. The settlement resulted in a payment of $10 million to the NYSE.
 
On November 3, 2004, a jury in Houston, Texas convicted four former Merrill Lynch employees of criminal misconduct in connection with a Nigerian barge transaction that the government alleged helped Enron inflate its 1999 earnings by $12 million. The jury also found that the transaction led to investor losses of $13.7 million. Those convictions were reversed by a federal appellate court on August 1, 2006, except for one conviction against one employee based on perjury and obstruction of justice. The government has appealed the reversals. In 2003, Merrill Lynch agreed to pay $80 million to settle Commission charges that it aided and abetted Enron's fraud by engaging in two improper year-end transactions in 1999, including the Nigerian barge transaction. The $80 million paid in connection with the settlement with the Commission will be made available to settle investor claims. In September 2003, the United States Department of Justice agreed not to prosecute Merrill Lynch for crimes that may have been committed by its former employees related to certain transactions with Enron, subject to certain understandings, including Merrill Lynch’s continued cooperation with the Department, its acceptance of responsibility for conduct of its former employees, and its agreement to adopt and implement new policies and procedures related to the integrity of client and counter-party financial statements, complex structured finance transactions and year-end transactions.
 
On or about June 27, 2003, the Attorney General for the State of West Virginia brought an action against the defendants that participated in the April 28, 2003, settlement described below.  The action, filed in the West Virginia State Court, alleged that the defendants’ research practices violated the West Virginia Consumer Credit and Protection Act.  On
 
13
 
September 16, 2005, the Circuit Court of Marshall County, West Virginia, dismissed the case, following an earlier decision by the West Virginia Supreme Court holding that the West Virginia Attorney General lacked authority to bring the claims.  On April 28, 2003, the Commission, NYSE, National Association of Securities Dealers, and state securities regulators announced that the settlements-in-principle that the regulators had disclosed on December 20, 2002, had been reduced to final settlements with regard to ten securities firms, including Merrill Lynch.  On October 31, 2003, the United States District Court for the Southern District of New York entered final judgments in connection with the April 28, 2003 research settlements.  The final settlements pertaining to Merrill Lynch, which involved both monetary and non-monetary relief, brought to a conclusion the regulatory actions against Merrill Lynch related to its research practices.  Merrill Lynch entered into these settlements without admitting or denying the allegations and findings by the regulators, and the settlements did not establish wrongdoing or liability for purposes of any other proceedings.
 
For further information, reference is made to the Form ADV of Merrill Lynch on file with, and publicly available on the website of, the Commission.
 
Item 4. 
Purpose of Transaction
 
The following paragraphs amend and supplement Item 4:
 
Subsequent to the date as of which information in this Tenth Amendment is presented and upon the consummation of the merger on January 1, 2009 (the “Merger”) contemplated by the Merger Agreement by and between Bank of America Corporation (“BAC”) and Merrill Lynch & Co., (“ML&Co”) dated September 15, 2008, ML&Co became a wholly-owned subsidiary of BAC, and BAC became the ultimate parent and controlling entity of ML&Co, Merrill Lynch Group, Inc., ML IBK Positions, Inc., Merrill Lynch Global Private Equity, Inc., Merrill Lynch Global Capital, L.L.C., Merrill Lynch Global Emerging Markets Partners, L.P., Merrill Lynch Global Emerging Markets Partners, LLC, Merrill Lynch Global Emerging Markets Partners II, LLC.
  
Except as set forth above, as of the date hereof, none of the reporting persons, or to the knowledge or belief of the reporting persons, any of the individuals listed in Appendix B, has any present plan or intention which relates to or would result in any of the actions set forth in parts (a) through (j) of Item 4 of Schedule 13D.
 
MLGEMP LLC from time to time intends to review its investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities.  Based upon such review, and subject to the restrictions set forth in agreements it has entered into with PSi Technologies and the Issuer, MLGEMP LLC will take such actions in the future as MLGEMP LLC may deem appropriate in light of the circumstances existing from time to time.
 
The descriptions of the Merger contained in this Tenth Amendment do not purport to be complete and are qualified by the complete text of the agreements filed as Exhibits to this Tenth Amendment.
 
Item 5. 
Interest in Securities of the Issuer.
 
The following paragraphs amend and supplement Item 5:
 
14
 
Pursuant to the terms of the 2005 Note, the Issuer may elect to pay any of the accrued interest by adding it to the principal amount of the 2005 Note, as the Issuer has done on each December 31 and June 30 since December 31, 2005.  As of December 31, 2008, the interest accrued since June 30, 2008 was added to the principal amount of the 2005 Note, and at such time, the aggregate principal amount of the 2005 Note and the interest accrued thereon was approximately $9,929,048 and the 2005 Note was exchangeable for approximately 12,411,310 shares of common stock of the Issuer.
 
On July 3, 2003, PSi Technologies issued to MLGEMP LLC a $4.0 million aggregate principal amount 10% Senior Subordinated Note (the “Note”).  Pursuant to the terms of the Note, the Issuer may elect to pay any of the accrued interest by adding it to the principal amount of the Note, as the Issuer has done on each June 30 and December 31 since June 30, 2005.  As of December 31, 2008, the interest accrued since June 30, 2008 was added to the principal amount of the Note and, at such time, the aggregate principal amount of the Note and the interest accrued thereon was approximately $5,867,269 and the Note was exchangeable for approximately 21,876,470 shares of common stock of the Issuer.
 
Item 7.                      Materials to be Filed as Exhibits
 
Exhibit
  
Description
     
99.1
  
Merger Agreement, dated as of September 15, 2008, by and between Bank of America Corporation and Merrill Lynch & Co., Inc.
     
99.2
  
Joint Filing Agreement dated as of December 31, 2008, among Merrill Lynch Global Emerging Markets Partners, LLC; Merrill Lynch Global Emerging Markets Partners II, LLC; Merrill Lynch Global Emerging Markets Partners, L.P.; Merrill Lynch & Co., Inc.; Merrill Lynch Group, Inc.; ML IBK Positions, Inc.; Merrill Lynch Global Private Equity, Inc. and Merrill Lynch Global Capital, L.L.C.
     
 
 
 
 
15
 
SIGNATURE
 
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Amendment is true, complete and correct.
 
Date:  December 31, 2008
 
MERRILL LYNCH GLOBAL EMERGING
MERRILL LYNCH & CO., INC.
MARKETS PARTNERS, LLC
  
  By: /s/ Frank J. Marinaro
By:  Merrill Lynch Global Emerging
Name:  Frank J. Marinaro
Partners, L.P.,
Title:  Authorized Signatory
as its Managing Member
 
 
MERRILL LYNCH GROUP, INC.
By:  Merrill Lynch Global Capital L.L.C.,
  
as its General Partner By:  /s/ Frank J. Marinaro
 
Name:  Frank J. Marinaro
By: Merrill Lynch Global Private Equity,
Title:  Authorized Signatory*
Inc.,
  
as its Managing Member
ML IBK POSITIONS, INC.
 
 
By:  /s/ Douglas P. Madden By:  /s/ Douglas P. Madden
Name:  Douglas P. Madden
Name:  Douglas P. Madden
Title:  Assistant Secretary
Title:  Assistant Secretary
 
 
MERRILL LYNCH GLOBAL EMERGING
 MERRILL LYNCH GLOBAL PRIVATE
MARKETS PARTNERS II, LLC
EQUITY, INC.
 
 
By:  Merrill Lynch Global Emerging
 By:  /s/ Douglas P. Madden
Partners, L.P.,
Name:  Douglas P. Madden
as its Managing Member
 Title:  Assistant Secretary
 
 
By:  Merrill Lynch Global Capital L.L.C.,
MERRILL LYNCH GLOBAL CAPITAL,
L.L.C.
as its General Partner
 
By:  Merrill Lynch Global Private Equity,
By:  Merrill Lynch Global Private Equity,
Inc.,
Inc.
as its Managing Member
Its Managing Member
   
By:  /s/ Douglas P. Madden
 By:  /s/ Douglas P. Madden
Name:  Douglas P. Madden
 Name:  Douglas P. Madden
Title:  Assistant Secretary
 Title:  Assistant Secretary
 
 
16
 
MERRILL LYNCH GLOBAL EMERGING
  
MARKETS PARTNERS,
  
L.P.
  
   
By:  Merrill Lynch Global Capital, L.L.C.
  
                    Its General Partner
  
   
By:  Merrill Lynch Global Private Equity,
  
                    Inc.
  
                    Its Managing Member
  
   
By:  /s/ Douglas P. Madden
  
Name:  Douglas P. Madden
  
Title:  Assistant Secretary
  

* Power of Attorney, dated October 9, 2006, relating to Merrill Lynch Group, Inc. (incorporated by reference to Exhibit 99.2 of the Reporting Persons’ Amendment No. 5 to its statement on Schedule 13D with respect to PSi Technologies Holdings, Inc., filed July 3, 2007).
 
 
 
 
 
 
 
 
 
 
 
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APPENDIX A
 
CORPORATIONS, LIMITED PARTNERSHIP
AND LIMITED LIABILITY COMPANIES
 
The names and principal businesses of the reporting persons are set forth below.  Unless otherwise noted, the reporting persons have as the address of their principal business and office 4 World Financial Center, North Tower, New York, NY 10080.
 
 
NAME
  
PRINCIPAL BUSINESS
     
Merrill Lynch Global Emerging Markets Partners, L.P.
  
Investment partnership.
     
Merrill Lynch Global Capital, L.L.C.
  
Acts as general partner for an investment partnership.
     
Merrill Lynch Global Private Equity, Inc.
  
Acts as a manager of the affairs of the general partner in investment partnerships.
     
ML IBK Positions, Inc.
  
Holds proprietary investments for Merrill Lynch & Co., Inc.
     
Merrill Lynch Group, Inc.
  
Holding company.
     
Merrill Lynch & Co., Inc.
  
A holding company that, through its subsidiaries and affiliates, provides investment, financing, insurance and related services on a global basis.
     
Merrill Lynch Global Emerging Markets Partners, LLC
  
Investment Entity
     
Merrill Lynch Global Emerging Markets Partners II, LLC
  
Investment Entity
 
 

 
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APPENDIX B
 
EXECUTIVE OFFICERS AND DIRECTORS
 
The names and principal occupations of each of the executive officers and directors of Merrill Lynch Global Private Equity, Inc., ML IBK Positions, Inc., Merrill Lynch Group, Inc. and Merrill Lynch & Co., Inc. are set forth below.  Unless otherwise noted, all of these persons are United States citizens, and have as their business address 4 World Financial Center, New York, NY 10080.
 
MERRILL LYNCH GLOBAL EMERGING MARKETS PARTNERS, LLC
 
Merrill Lynch Global Emerging Markets Partners, L.P. is the managing member of Merrill Lynch Global Emerging Markets Partners, LLC.  See Appendix A and the information set forth below with respect to Merrill Lynch Global Emerging Markets Partners, L.P.
 
MERRILL LYNCH GLOBAL EMERGING MARKETS PARTNERS II, LLC
 
Merrill Lynch Global Emerging Markets Partners, L.P. is the managing member of Merrill Lynch Global Emerging Markets Partners II, LLC.  See Appendix A and the information set forth below with respect to Merrill Lynch Global Emerging Markets Partners, L.P.
 
MERRILL LYNCH GLOBAL EMERGING MARKETS PARTNERS, L.P.
 
Merrill Lynch Global Capital, L.L.C. is the general partner of Merrill Lynch Global Emerging Markets Partners, L.P.  See Appendix A and the information set forth below with respect to Merrill Lynch Global Capital, L.L.C.
 
MERRILL LYNCH GLOBAL CAPITAL, L.L.C.
 
Merrill Lynch Global Private Equity, Inc. is the managing member of Merrill Lynch Global Capital, L.L.C.  See Appendix A and the information set forth below with respect to Merrill Lynch Global Private Equity, Inc.
 
MERRILL LYNCH GLOBAL PRIVATE EQUITY, INC.
 
EXECUTIVE OFFICERS AND DIRECTORS
  
PRESENT PRINCIPAL OCCUPATION
     
Nathan C. Thorne
Director, President
  
President, Global Private Equity
     
George A. Bitar
Director, Managing Director
  
Managing Director, Global Private Equity
     
Guido Padovano
Director, Managing Director Citizenship:  Italy
  
Managing Director, Global Private Equity
 
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Mandakini Puri
Director, Managing Director
  
Senior Vice President, Global Private Equity
     
Brian A. Renaud
Director, Managing Director
  
Managing Director, Global Private Equity

ML IBK POSITIONS, INC.
 
EXECUTIVE OFFICERS AND DIRECTORS
  
PRESENT PRINCIPAL OCCUPATION
     
Gary M. Carlin
President
  
Managing Director, Corporate Finance
     
Nathan C. Thorne
Director, Vice President
  
President, Global Private Equity
     
George A. Bitar
Director, Vice President
  
Managing Director, Global Private Equity
     
John D. Fallon
Director
  
Director, Global Asset Backed Finance
     
Martin J. McInerney
Director, Vice President
  
Director, Global Principal Investments
     
Mandakini Puri
Director, Vice President
  
Senior Vice President, Global Private Equity
     
Steven M. Glassman
Director, Vice President
  
Managing Director, Global High Yield and Real Estate Finance

MERRILL LYNCH GROUP, INC.
 
EXECUTIVE OFFICERS AND DIRECTORS
  
PRESENT PRINCIPAL OCCUPATION
     
Richard B. Alsop
Director and Vice President
  
Senior Vice President, Corporate Law
     
Marlene B. Debel
Director
  
Managing Director, Global Treasury
     
D. Kevin Dolan
Director, Chairman of the Board
  
Senior Vice President, Corporate Tax
     
Gary M. Carlin
Director, President
  
Managing Director, Global Finance

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MERRILL LYNCH & CO., INC.
 
EXECUTIVE OFFICERS AND DIRECTORS
  
PRESENT PRINCIPAL OCCUPATION
     
Rosemary T. Berkery
Executive Officer
  
Executive Vice President; Vice Chairman; General Counsel
     
Carol T. Christ
Director
  
President, Smith College
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, NY 10038
     
Armando M. Codina
Director
  
Chairman of the Board, Flagler Development Group
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, NY 10038
     
Virgis W. Colbert
Director
  
Corporate Director
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, NY 10038
     
Nelson Chai
Executive Officer
  
Executive Vice President, Chief Financial Officer
     
John D. Finnegan
Director
  
Chairman of the Board, President and Chief Executive Officer of The Chubb Corporation
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, NY 10038
     
Gregory J. Fleming
Executive Officer
  
President; Chief Operating Officer
     
Judith Mayhew Jonas
Director
  
Corporate Director
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, NY 10038
     
Robert J. McCann
Executive Officer
  
Executive Vice President; President, Vice Chairman, Global Wealth Management
     
Thomas K. Montag
Executive Officer
  
Executive Vice President;
Head of Global Sales & Trading
     
 
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Aulana L. Peters
Director
  
Corporate Director
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, NY 10038
     
Joseph W. Prueher
Director
  
Corporate Director, Former U.S. Ambassador to the People’s Republic of China
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, NY 10038
     
Ann N. Reese
Director
  
Co-Founder and Co-Executive Director of the Center for Adoption Policy
c/o Corporate Secretary’s Office
222 Broadway, 17th Floor
New York, NY 10038
     
Charles O. Rossotti
Director
  
Senior Advisor to The Carlyle Group
c/o Corporate Secretary’s Office
222 Broadway, 17th Fl.
New York, NY 10038
     
Thomas J. Sanzone
Executive Officer
  
Executive Vice President;  Chief Administrative Officer
     
John A. Thain
Director and Executive Officer
  
Chairman of the Board and Chief Executive Officer
     
 


 
 
 
 
 
 
 
 
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