As filed with the Securities and Exchange Commission on November 8, 2007
Registration No. 333-01996
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
COMPANHIA PARANAENSE DE ENERGIA - COPEL
(Exact name of issuer of deposited securities as specified in its charter)
PARANA ENERGY COMPANY - COPEL
(Translation of issuer's name into English)
Federal Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
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. [ ]
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(c) 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(c) may determine.
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the form of amended and restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 15 and 16
securities
(iii) The collection and distribution of dividends
Articles number 12, 14 and 15
(iv) The transmission of notices, reports and proxy
Articles number 11, 15 and soliciting material
16
(v) The sale or exercise of rights
Article number 13
(vi) The deposit or sale of securities resulting from
Articles number 12 and 17
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to transfer or
Articles number 2, 3, 4, 6
withdraw the underlying securities
and 8
(x) Limitation upon the liability of the depositary
Articles number 13 and 18
3. Fees and Charges
Article number 7
Item – 2.
Available Information
Public reports published by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of March 21, 1996, as amended and restated as of ____________, 2007, among Companhia Paranaense de Energia - COPEL,The Bank of New York as Depositary, and all Owners and Beneficial Ownersfrom time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - 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. - See (a) above.
d.
Opinion of Sullivan & Cromwell, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
e.
Certification under Rule 466. – Not Applicable.
Item - 4.
Undertakings
Previously Filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, November 8, 2007.
Legal entity created by the agreement for the issuance of American Depositary Receipts for common shares, without par value, of Companhia Paranaense de Energia - COPEL.
By:
The Bank of New York,
As Depositary
By: /s/ Keith G. Galfo
Name: Keith G. Galfo
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Companhia Paranaense de Energia - COPEL, has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Curitiba, Brazil on November 8, 2007.
Companhia Paranaense de Energia - COPEL
By: /s/ Rubens Ghilardi
Name: Rubens Ghilardi
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on November 8, 2007.
/s/ João Bonifácio Cabral Júnior
/s/ Donald J. Puglisi
Name: João Bonifácio Cabral Júnior
Name: Donald J. Puglisi
Director
Authorized U.S. Representative
/s/ Laurita Costa Rosa
/s/ Paulo Roberto Trompczynski
Name: Laurita Costa Rosa
Name: Paulo Roberto Trompczynski
Director
Principal Accounting Officer
/s/ Sérgio Botte de Lacerda
/s/ Paulo Roberto Trompczynski
Name: Sérgio Botte de Lacerda
Name: Paulo Roberto Trompczynski
Director
Principal Financial Officer
/s/ Nildo Rossato
/s/ Rubens Ghilardi
Name: Nildo Rossato
Name: Rubens Ghilardi
Director
Principal Executive Officer
/s/ Jorge Michel Lepeltier
Name: Jorge Michel Lepeltier
Director
/s/ Rogério de Paula Quadros
Name: Rogério de Paula Quadros
Director
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of March 21, 1996,
as amended and restated as of ____________, 2007, among
Companhia Paranaense de Energia - COPEL, The Bank of
New York as Depositary, and all Owners and Beneficial
Owners from time to time of American Depositary Receipts
issued thereunder.