F-6EF 1 a36143.txt NEC ELECTRONICS CORP. 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 NEC ELECTRONICS CORP. (Exact name of Issuer of deposited securities as specified in its charter) Japan (Jurisdiction of Incorporation or organization of Issuer) DEUTSCHE BANK TRUST COMPANY AMERICAS (Exact name of depositary as specified in its charter) 60 Wall Street, New York, New York 10005 Tel. No.: (212) 602-3761 (Address, including zip code, and telephone number of depositary's principal offices) DEUTSCHE BANK TRUST COMPANY AMERICAS 60 Wall Street New York, New York 10005 (212) 602 3761 (Address, including zip code, and telephone number of agent for service) Copy to: DEUTSCHE BANK TRUST COMPANY AMERICAS 60 Wall Street New York, New York 10005 It is proposed that this filing become effective under Rule 466 [X] 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 -------------------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Amount Maximum Aggregate to be Offering Offering Amount of Title of Each Class of Registered Price Per Unit (1) Price (2) Registration Securities to be Registered Fee -------------------------------------------------------------------------------------------------------------- American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one-half of one share of common stock of NEC Electronics 50,000,000 $0.05 $2,500,000 $203 Corp. --------------------------------------------------------------------------------------------------------------
(1)Each unit represents one American Depositary Share. (2)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 such Receipts evidencing such American Depositary Shares. PART I INFORMATION REQUIRED IN PROSPECTUS Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American Depositary Item Number and Caption Receipt Filed Herewith as Prospectus ----------------------- ------------------------------------ (1) Name and address of Depositary Introductory paragraph (2) Title of American Depositary Receipts and Face of American Depositary Receipt, top identity of deposited securities center Terms of Deposit: (i) Amount of deposited securities represented by Face of American Depositary Receipt, upper one unit of American Depositary Shares right corner (ii) Procedure for voting, if any, the deposited Articles (12) and (14) securities (iii) Collection and distribution of dividends Article (13) (iv) Transmission of notices, reports and proxy Articles (11) and (12) soliciting material (v) Sale or exercise of rights Articles (13) and (14) (vi) Deposit or sale of securities resulting from Articles (13) and (16) dividends, splits or plans of reorganization (vii) Amendment, extension or termination of the Articles (18) and (19) Deposit Agreement (viii) Rights of holders of receipts to inspect the Article (3) transfer books of the Depositary and the list of Holders of receipts (ix) Restrictions upon the right to deposit or Articles (1), (2), (4), (6), (15), (16) and (17) withdraw the underlying securities (x) Limitation upon the liability of the Depositary Introductory paragraph and Articles (1), (2), (4), (7), (16) and (17) (3) Fees and Charges Article (20)
Item 2. AVAILABLE INFORMATION
Location in Form of American Depositary Item Number and Caption Receipt Filed Herewith as Prospectus ----------------------- ------------------------------------ (a) Statement that the issuer of the deposited Article (11) securities specified above furnishes the Commission with certain public reports and documents required by foreign law or otherwise under Rule 12g3-2(b) under the Securities Exchange Act of 1934 and can be inspected by holders of ADRs and copied at public reference facilities maintained by the Commission in Washington
I-2 Prospectus THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY RECEIPTS, IN ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND EXCHANGE COMMISSION I-3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. EXHIBITS (a) Copy of Agreement - The Agreement between Deutsche Bank Trust Company Americas, as depositary (the "Depositary"), and all holders from time to time of American Depositary Receipts evidencing American Depositary Shares registered hereunder is contained in the form of the American Depositary Receipt itself, constituting the Prospectus filed as a part of this Registration Statement. (b) Any other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of the deposited securities represented thereby. - None. (c) Any 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 Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. (e) Certification under Rule 466. Item 4. UNDERTAKINGS (a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the Receipts, 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 a Receipt thirty days before any change in the fee schedule. II-1 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the agreement for the issuance of American Depositary Shares, certifies that it has reasonable grounds to believe that all of the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 5, 2003. Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares for common shares of NEC Electronics Corp. By: DEUTSCHE BANK TRUST COMPANY AMERICAS, Depositary By:/s/William Fahey ---------------- William Fahey Vice President By:/s/Paul Martin -------------- Paul Martin Vice President II-2 INDEX TO EXHIBITS
Exhibit Sequentially Number Numbered Page ------ ------------- (a) Form of ADR (d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. (e) Rule 466 Certification