As filed with the U.S. Securities and Exchange Commission on August 3, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
EMBRAER-EMPRESA BRASILEIRA DE AERONÁUTICA S.A.
(Exact name of issuer of deposited securities as specified in its charter)
Embraer-Brazilian Aviation Company Inc.
(Translation of issuer’s name into English)
The Federative Republic of Brazil
(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)
Embraer Aircraft Corporation
276 S.W. 34th Street
Fort Lauderdale, Florida 33315
(954) 359-3700
(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
ý 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
American Depositary Shares |
| Amount |
| Proposed maximum |
| Proposed maximum |
| Amount of |
| |||
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing four preferred shares, without par value, of EMBRAER-Empresa Brasileira de Aeronáutica S.A. |
| 100,000,000 |
| $ | 0.05 |
| $ | 5,000,000 |
| $ | 588.50 |
|
(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.
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)(2) 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 |
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(1) Name and address of Depositary |
| Introductory paragraph |
(2) Title of American Depositary Receipts and identity of deposited securities |
| Face of American Depositary Receipt, top center |
Terms of Deposit: |
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(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 (13) |
(iii) Collection and distribution of dividends |
| Paragraphs (4), (5), (7) and (10) |
(iv) Transmission of notices, reports and proxy soliciting material |
| Paragraphs (3), (8) and (13) |
(v) Sale or exercise of rights |
| Paragraphs (4), (5) and (10) |
(vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization |
| Paragraphs (4), (5), (10) and (14) |
(vii) Amendment, extension or termination of the Deposit Agreement |
| Paragraphs (17) and (18) |
(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 (15) |
(3) Fees and Charges |
| Paragraphs (7) |
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Item 2. AVAILABLE INFORMATION
Item Number and Caption |
| Location in Form of American Depositary |
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(b) Statement that EMBRAER-Empresa Brasileira de Aeronáutica S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 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) |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
(a)(1) Form of Deposit Agreement. Form of Deposit Agreement among EMBRAER-Empresa Brasileira de Aeronáutica S.A., JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of American Depositary Receipts issued thereunder (the “Deposit Agreement”). Previously filed as an Exhibit to Registration Statement No. 333-12232 which is incorporated herein by reference.
(a)(2) Form of ADR. Filed herewith as Exhibit (a)(2).
(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. Filed herewith as Exhibit (e).
(f) Power of Attorney. Included as part of the signature pages hereto.
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 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.
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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 August 2, 2005.
| Legal entity created by the form of Deposit Agreement for | ||
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| By: | JPMORGAN CHASE BANK, N.A., as | |
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| By: | /s/ Joseph M. Leinhauser |
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| Name: | Joseph M. Leinhauser | |
| Title: | Vice President | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, EMBRAER-Empresa Brasileira de Aeronáutica 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 to be signed on its behalf by the undersigned, thereunto duly authorized, on July 11, 2005.
| EMBRAER-Empresa Brasileira de Aeronáutica S.A. | |||
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| By: | /s/ Maurício Novis Botelho |
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| Name: | Maurício Novis Botelho | ||
| Title: | President and Chief Executive Officer | ||
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| By: | /s/ Antonio Luis Pizarro Manso |
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| Name: | Antonio Luis Pizarro Manso | ||
| Title: | Executive Vice-President Corporate and | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Maurício Novis Botelho and Antonio Luis Pizarro Manso, and each of them severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the 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 he or she may or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his 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:
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/s/Maurício Novis Botelho |
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| President and Chief Executive |
| July 11, 2005 | ||
Maurício Novis Botelho |
| Officer and Member of the |
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| Board of Directors |
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/s/ Antonio Luis Pizarro Manso |
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| Executive Vice-President |
| July 11, 2005 | ||
Antonio Luis Pizarro Manso |
| Corporate and Chief Financial |
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| Officer |
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/s/ Marcelo Rodrigues |
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| Controller |
| July 11, 2005 | ||
Marcelo Rodrigues |
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/s/Luiz Carlos Siqueira Aguiar |
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| Chairman of the Board of |
| July 11, 2005 | |||||||||||||
Luiz Carlos Siqueira Aguiar |
| Directors |
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/s/ Vitor Sarquis Hallack |
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| Deputy Chairman of the Board |
| July 11, 2005 | |||||||||||||
Vitor Sarquis Hallack |
| of Directors |
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/s/ Henrique Pizzolato |
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| Member of the Board of |
| July 11, 2005 | |||||||||||||
Henrique Pizzolato |
| Directors |
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/s/Carlyle Wilson |
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| Member of the Board of |
| July 11, 2005 | |||||||||||||
Carlyle Wilson |
| Directors |
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/s/ Carlos Alberto Cardoso Moreira |
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| Member of the Board of |
| July 11, 2005 | |||||||||||||
Carlos Alberto Cardoso Moreira |
| Directors |
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/s/ Wilson Carlos Duarte Delfino |
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| Member of the Board of |
| July 11, 2005 | |||||||||||||
Wilson Carlos Duarte Delfino |
| Directors |
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/s/ Neimar Dieguez Barreiro |
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| Member of the Board of |
| July 11, 2005 | |||||||||||||
Neimar Dieguez Barreiro |
| Directors |
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/s/ Rubens Antonio Barbosa |
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| Member of the Board of |
| July 11, 2005 | |||||||||||||
Rubens Antonio Barbosa |
| Directors |
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/s/François Regis Yves Marie Gayet |
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| Member of the Board of |
| July 11, 2005 | |||||||||||||
François Regis Yves Marie Gayet |
| Directors |
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/s/Christian Paul Maurice Gras |
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| Member of the Board of |
| July 11, 2005 | |||||||||||||
Christian Paul Maurice Gras |
| Directors |
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/s/ Paulo César de Souza Lucas |
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| Member of the Board of |
| July 11, 2005 | |||||||||||||
Paulo César de Souza Lucas |
| Directors |
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/s/ Claudemir Marques de Almeida |
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| Member of the Board of |
| July 11, 2005 | |||||||||||||
Claudemir Marques de Almeida |
| Directors |
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/s/Gary Spulak |
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Embraer Aircraft Corporation - EAC |
| Authorized Representative in |
| July 11, 2005 | May 7, 2005 | |||||||||||||
By: Gary Spulak |
| the United States |
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INDEX TO EXHIBITS
Exhibit |
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(a)(2) |
| Form of ADR |
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(d) |
| Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. |
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(e) |
| Rule 466 Certification |
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