F-6 1 e605551_f6-votorantim.txt As filed with the Securities and Exchange Commission on June 24, 2009 Registration No. 333 - ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------- FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS -------------- VOTORANTIM CELULOSE E PAPEL S.A. (Exact name of issuer of deposited securities as specified in its charter) -------------- VOTORANTIM PULP AND PAPER INC. (Translation of issuer's name into English) -------------- Federative Republic of Brazil (Jurisdiction of incorporation or organization of issuer) -------------------------------- CITIBANK, N.A. (Exact name of depositary as specified in its charter) -------------- 399 Park Avenue New York, New York 10043 (212) 816-6690 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices) -------------- CT Corporation System 111 Eighth Avenue New York, New York 10011 (212) 894-8940 (Address, including zip code, and telephone number, including area code, of agent for service) -------------------------------- Copies to: Richard S. Aldrich, Jr., Esq. Herman H. Raspe, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Patterson Belknap Webb & Tyler LLP Av. Brigadeiro Faria Lima 3317-7 andar 1133 Avenue of the Americas 04538-132 Sao Paulo, SP Brazil New York, New York 10036 -------------------------------- It is proposed that this filing become effective under Rule 466: |_| immediately upon filing |_| on (Date) at (Time). If a separate registration statement has been filed to register the deposited shares, check the following box : |_| -------------------------------- CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------ Amount to Proposed Maximum Proposed Maximum Title of Each Class of be Offering Price Per Aggregate Offering Amount of Securities to be Registered Registered Unit* Price** Registration Fee ------------------------------------------------------------------------------------------------------------------------------------ American Depositary Shares, each representing one (1) common share of 300,000,000 ADSs $5.00 $15,000,000 $837.00 Votorantim Celulose e Papel S.A. ------------------------------------------------------------------------------------------------------------------------------------
* Each unit represents 100 American Depositary Shares. ** Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares. -------------------------------------------------------------------------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. ii PART I INFORMATION REQUIRED IN PROSPECTUS Cross Reference Sheet Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American Depositary Receipt ("Receipt") Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- 1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article. office 2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center. Terms of Deposit: (i) The amount of deposited securities represented by Face of Receipt - Upper right corner. one American Depositary Share ("ADSs") (ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16) securities and (17). (iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14). (iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13); soliciting material Reverse of Receipt - Paragraph (16). (v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14) and (16). (vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6); dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18). (vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no agreement provision for extensions). (viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13). transfer books of the Depositary and the list of holders of ADSs (ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6), the underlying securities (7), (9) and (10).
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Location in Form of American Depositary Receipt ("Receipt") Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- (x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7); Reverse of Receipt - Paragraphs (19) and (20). 3. Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10). indirectly on holders of ADSs Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the "Commission"). These reports can be retrieved from the Commission's internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549. I-2 PROSPECTUS The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference. I-3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. EXHIBITS (a) Form of Second Amended and Restated Deposit Agreement, by and among Votorantim Celulose e Papel S.A., (the "Company"), Citibank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder ("Deposit Agreement"). -- Filed herewith as Exhibit (a). (b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. -- None. (c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. -- None. (d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. -- Filed herewith as Exhibit (d). (e) Certificate under Rule 466. -- None. (f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. -- Set forth on the signature pages hereto. II-1 Item 4. UNDERTAKINGS (a) The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. (b) If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Second Amended and Restated Deposit Agreement, by and among Votorantim Celulose e Papel S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 24th day of June 2009. Legal entity to be created by the Second Amended and Restated Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing one (1) common share of Votorantim Celulose e Papel S.A. CITIBANK, N.A., solely in its capacity as Depositary By: /s/ Keith Galfo ---------------------------------------- Name: Keith Galfo Title: Vice President II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Votorantim Celulose e Papel S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Sao Paulo, Brazil, on June 24, 2009. VOTORANTIM CELULOSE E PAPEL S.A. By: /s/ Paulo Prignolato ---------------------------------------- Name: Paulo Prignolato Title: CFO and Investor Relations CPF 085 379 378-60 By: /s/ Jose Luciano Duarte Penido ---------------------------------------- Name: Jose Luciano Duarte Penido Title: Chief Executive Officer II-4 POWERS OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Jose Luciano Duarte Penido and/or Paulo Prignolato to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on June 24, 2009.
Signature Title --------- ----- /s/ Jose Luciano Duarte Penido Chief Executive Officer and Member of the Board of ------------------------------------- Directors Jose Luciano Duarte Penido /s/ Paulo Prignolato Chief Financial and Accounting Officer & Investor ------------------------------------- Relations Officer Paulo Prignolato /s/ Paulo Henrique de Oliveira Santos Chairman of the Board of Directors ------------------------------------- Paulo Henrique de Oliveira Santos /s/ Joao Carvalho de Miranda Vice Chairman of the Board of Directors ------------------------------------- Joao Carvalho de Miranda
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Signature Title --------- ----- /s/ Bryan Lazerow ------------------------------------- Name: Bryan Lazerow Authorized Representative in the U.S Title/Company: Secretary, VCP North America Inc.
II-6 Index to Exhibits Sequentially Exhibit Document Numbered Page ------- -------- ------------- (a) Form of Second Amended and Restated Deposit Agreement (d) Opinion of counsel to the Depositary