As filed with the Securities and Exchange Commission on June 9, 2011
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
TELECOMUNICAÇÕES DE SÃO PAULO S.A. – TELESP
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(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 of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit(1) | Proposed maximum aggregate offering price(1) | Amount of registration fee |
American Depositary Shares representing non-voting preferred shares of Telecomunicações de São Paulo S.A. – Telesp. | 500,000,000 American Depositary Shares | $5.00 | $25,000,000 | $2,902.50 |
(1)
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
The prospectus consists of the proposed revised 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, 16 and 18
securities
(iii) The collection and distribution of dividends
Articles number 4, 12, 13, 15 and 18
(iv) The transmission of notices, reports and proxy
Articles number 11, 15, 16, and 18
soliciting material
(v) The sale or exercise of rights
Articles number 13, 14, 15, and 18
(vi) The deposit or sale of securities resulting from
Articles number 12, 13, 15, 17
dividends, splits or plans of reorganization
and 18
(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 deposit or
Articles number 2, 3, 4, 5, 6 and 8
withdraw the underlying securities
(x) Limitation upon the liability of the depositary
Articles number 14, 18, 19 and 21
3. Fees and Charges
Articles number 7 and 8
Item – 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of July 27, 1998, as amended and restated as of August 13, 2010, among Telecomunicações de São Paulo S.A. - Telesp, The Bank of New York Mellon, as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of Amended Letter Agreement among Telecomunicações de São Paulo S.A. - Telesp and The Bank of New York Mellon relating to pre-release activities. – Filed herewith as Exhibit 2.
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) and (b) 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 depositary shares, 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 depositary shares 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, June 9, 2011.
Legal entity created by the agreement for the issuance of American Depositary Shares for Non-voting preferred shares, without par value, of Telecomunicações de São Paulo S.A. – Telesp.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Nuno Da Silva
Name: Nuno Da Silva
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Telecomunicações de São Paulo S.A. - Telesp has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of São Paulo,Brazil on June 9, 2011.
TELECOMUNICAÇÕES DE SÃO PAULO S.A. – TELESP
By: /s/ Antonio Carlos Valente da Silva
Name: Antonio Carlos Valente da Silva
Title: Chief Executive Officer and Director
By: /s/ Gilmar Roberto Pereira Camurra
Name: Gilmar Roberto Pereira Camurra
Title: Chief Financial and Accounting 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 June 9, 2011.
/s/ Luis Miguel Gilperez López | /s/ Donald J. Puglisi |
Luis Miguel Gilperez López | Donald J. Puglisi |
Director | Managing Director, Puglisi & Associates |
Authorized U.S. Representative | |
/s/ Fernando Xavier Ferreira | /s/ Gilmar Roberto Pereira Camurra |
Fernando Xavier Ferreira | Gilmar Roberto Pereira Camurra |
Director | Principal Financial and Accounting Officer |
/s/ Luiz Fernando Furlan | /s/ Antonio Carlos Valente da Silva |
Luiz Fernando Furlan | Antonio Carlos Valente da Silva |
Director | Principal Executive Officer |
/s/ Luciano Carvalho Ventura | ________________________________ |
Luciano Carvalho Ventura | Antonio Viana-Baptista |
Director | Director |
/s/ José Maria Alvarez-Pallete López | /s/ José Fernando de Almansa Moreno-Barreda |
José Maria Alvarez-Pallete López | José Fernando de Almansa Moreno-Barreda |
Director | Director |
/s/ Luis Javier Bastida Ibarguen | /s/ Francisco Javier de Paz Mancho |
Luis Javier Bastida Ibarguen | Francisco Javier de Paz Mancho |
Director | Director |
/s/ Guillermo Fernandez Vidal | /s/ Juan Carlos Ros Brugera |
Guillermo Fernandez Vidal | Juan Carlos Ros Brugera |
Director | Director |
/s/ Iñaki Urdangarín | /s/ José Manuel Fernandez Norniella |
Iñaki Urdangarín | José Manuel Fernandez Norniella |
Director | Director |
/s/ Narcis Serra Serra | ________________________________ |
Narcis Serra Serra | Fernando Abril Morterll-Hernandez |
Director | Director |
| ________________________________ | |
Miguel Angel Gutierrez Mendez | |
Director | |
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
1 | Form of Deposit Agreement dated as of July 27, 1998, as amended and restated as of August 13, 2010, among Telecomunicações de São Paulo S.A. - Telesp, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. | |
2 | Form of amended letter agreement among Telecomunicações de São Paulo S.A. - Telesp and The Bank of New York Mellon relating to pre-release activities. | |
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. | |