As filed with the U.S. Securities and Exchange Commission on December 22, 2005
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
___________________
Koninklijke KPN N.V.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
The Netherlands
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
KPN INS, Inc.,
494 8th Avenue, 23rd floor
New York, New York 10001
Phone: (212) 560 9898
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq. |
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 |
It is proposed that this filing become effective under Rule 466
o immediately upon filing
o on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. o
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit (1) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of Koninklijke KPN N.V. | 50,000,000 American Depositary Shares | $0.05 | $2,500,000 | $267.50 |
| (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 American Depositary Receipts evidencing 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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
| (1) | Name and address of Depositary | Introductory paragraph and bottom of Face of American Depositary Receipt | ||
| (2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||
| Terms of Deposit: | ||||
| (i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||
| (ii) | Procedure for voting, if any, the deposited securities | Paragraph (12) | ||
| (iii) | Collection and distribution of dividends | Paragraphs (10) | ||
| (iv) | Transmission of notices, reports and proxy soliciting material | Paragraphs (8) and (12) | ||
| (v) | Sale or exercise of rights | Paragraphs (3), (4), (5) and (10) | ||
| (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (3), (4), (5), (10) and (13) | ||
| (vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs (16) and (17) | ||
| (viii) | Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts | Paragraph (3) | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), and (5) | ||
| (x) | Limitation upon the liability of the Depositary | Paragraph (14) | ||
| (3) | Fees and Charges | Paragraph (7) | ||
2
Item 2. AVAILABLE INFORMATION
| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | ||
| (b) | Statement that Koninklijke KPN N.V. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C. | Paragraph (8) | |
3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as of December , 2005 among Koninklijke KPN N.V., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is 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. Not Applicable. |
| (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. Not Applicable. |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Not applicable. |
| (f) | Power of Attorney. Included as part of the signature pages hereto. |
Item4. 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 American Depositary 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 amounts of fees charged are 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 American Depositary Receipt thirty days before any change in the fee schedule. |
4
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. , on behalf of the legal entity created by the Deposit Agreement, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on December , 2005.
| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
| By: | JPMORGAN CHASE BANK, N.A., as Depositary | |
| | | |
| By: | /s/ Joseph M. Leinhauser | |
Name: Joseph M. Leinhauser | ||
| Title: Vice President | ||
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Koninklijke KPN N.V. 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 to be signed on its behalf by the undersigned, thereunto duly authorized, on December 21, 2005.
| Koninklijke KPN N.V. | ||
| | | |
| By: | /s/ A.J. Scheepbouwer | |
Name:A.J. Scheepbouwer | ||
| Title: Chairman of the Board of Management and CEO | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints M.H.M. Smits and R. van Rooij and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with the power of substitution and resubstitution, for him and in his name, place and stead, in any and all 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 attorneys-in-fact and agents and each of them, 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their 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 has been signed by the following persons in the capacities and on the dates indicated:
| Signatures | Title | Date | ||
| Chairman of the Supervision Board | _________, 2005 | |||
| A. H. J. Risseeuw | ||||
| /s/D.G. Eustace | Member of the Supervisory Board | December 22, 2005 | ||
| D.G. Eustace | ||||
| _________, 2005 | ||||
| Member of the Supervisory Board | ||||
| M. Bischoff | ||||
| /s/ V. Halberstadt | Member of the Supervisory Board | December 21, 2005 | ||
| V. Halberstadt | ||||
| /s/ D. I. Jager | Member of the Supervisory Board | December 21, 2005 | ||
| D. I. Jager |
6
| /s/ M.E. van Lier Lels | Member of the Supervisory Board | December 21, 2005 | ||
| M.E. van Lier Lels | ||||
| /s/ J.B.M. Streppel | Member of the Supervisory Board | December 21, 2005 | ||
| J.B.M. Streppel | ||||
| /s/ A.J. Scheepbouwer | Chairman of the Board of Management | December 21, 2005 | ||
| A.J. Scheepbouwer | And Chief Executive Officer | |||
| M.H.M. Smits | Member of the Board of Management, | December 21, 2005 | ||
| M.H.M. Smits | Chief Financial Officer | |||
| G.J.M. Demuynck | Member of the Board of Management | December 21, 2005 | ||
| G.J.M. Demuynck | ||||
| /s/ A. de Groot | Member of the Board of Management | December 21, 2005 | ||
| A. de Groot | Director Corporate Control (principal accounting officer) |
7
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, KPN INS Inc, certifies that he is the duly authorized representative in the United States of Koninklijke KPN N.V., has duly caused this registration statement to be signed by the undersigned, thereunto duly authorized, in The Netherlands, on the 21st day of December, 2005.
| KPN INS Inc, | ||
| | | |
| By: | /s/ F.J.U. Hazewindus | |
Name: F.J.U. Hazewindus | ||
| Title: Vice President | ||
8
INDEX TO EXHIBITS
Exhibit Number | ||
(a) | Form of Deposit Agreement (including the Form of American Depositary Receipt), among, Koninklijke KPN N.V., JPMorgan Chase Bank, N.A., as depositary, and the holders from time to time of American Depositary Receipts issued thereunder. | |
(d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. |
9