As filed with the Securities and Exchange Commission on February 12, 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
of
COMPANHIA PARANAENSE DE ENERGIA--COPEL
(Exact name of issuer of deposited securities as specified in its charter)
ENERGY COMPANY OF PARANÁ- COPEL
(Translation of issuer's name into English)
Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(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 Mellon
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
[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
Title of each class | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares, each American Depositary Share representing common shares without par value,ofCompanhia Paranaense de Energia—COPEL. | 100,000,000 American Depositary Shares | $5.00 | $5,000,000 | $196.50 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this 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 November 21, 2007, among Companhia Paranaense de Energia--COPEL, The Bank of New York Mellon formerly know as ("The Bank of New York"), as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares 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 Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4.
e.
Certification under Rule 466. - Filed herewith as Exhibit 5.
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 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 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 ADS thirty days before any change in the fee schedule.
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 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 February 12, 2009.
Legal entity created by the agreement for the issuance of American Depositary Shares for Common Shares without Par Value, of Companhia Paranaense de Energia—COPEL.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Companhia Paranaense de Energia - COPEL has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Curitiba, Brazil on February 10, 2009.
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 Registration Statement has been signed by the following persons in the capacities indicated on February 10, 2009.
/s/ João Bonifácio Cabral Júnior
/s/ Donald J. Puglisi
Name: João Bonifácio Cabral Júnior
Name: Donald J. Puglisi
Director
Authorized U.S. Representative
/s/ Rubens Ghilardi
/s/ Enio Cesar Pieczarka
Name: Rubens Ghilardi
Name: Enio Cesar Pieczarka
Director
Principal Accounting Officer
/s/ Jorge Michel Lepeltier
/s/ Paulo Roberto Trompczynski
Name: Jorge Michel Lepeltier
Name: Paulo Roberto Trompczynski
Director
Principal Financial Officer
/s/ Munir Karam
/s/ Rubens Ghilardi
Name: Munir Karam
Name: Rubens Ghilardi
Director
Principal Executive Officer
/s/ Laurita Costa Rosa
Name: Laurita Costa Rosa
Director
/s/ Rogério de Paula Quadros
Name: Rogério de Paula Quadros
Director
____________________________
Name: Nelson Fontes Siffert Filho
Director
/s/ Luiz Antonio Rodrigues Elias
Name: Luiz Antonio Rodrigues Elias
Director
/s/ Nildo Rossato
Name: Nildo Rossato
Director
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of March 21, 1996,
as amended and restated as of November 21, 2007, among
Companhia Paranaense de Energia - COPEL, The Bank of
New York Mellon as Depositary, and all Owners and Beneficial
Owners from time to time of American Depositary Receipts
issued thereunder.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered.
5
Certification under Rule 466.