As filed with the Securities and Exchange Commission on September 2, 2011
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
COMMERZBANK AKTIENGESELLSCHAFT
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
FEDERAL REPUBLIC OF GERMANY
(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
[ ] 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 representingOrdinary Shares, ofCommerzbank Aktiengesellschaft | 100,000,000 American Depositary Shares | $5.00 | $5,000,000 | $580.50 |
1
For the purpose of this table only the term "unit" is defined as 100 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.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by a previous Registration Statement on Form F-6 of the registrant (Reg. No. 333-11202 and 333-125896).
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
Item Number and Caption | Location in Form of American Depositary Receipt (“ADR”) |
1. Name and address of depositary | Face of ADR and Paragraph (2) |
2. Title of American Depositary Receipts and identity of deposited securities | Face of ADR - top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of ADR - upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Paragraphs (8), (12) and (13) |
(iii) The collection and distribution of dividends | Paragraphs (11) and (14) |
(iv) The transmission of notices, reports and proxy soliciting material | Paragraphs (10), (12) and (13) |
(v) The sale or exercise of rights | Paragraph (11) |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (11) and (14) |
(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 (2) |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), (5), (6), (7) and (8) |
(x) Limitation upon the liability of the depositary | Paragraph (15) |
3. Fees and Charges | Paragraph (9) |
Item – 2.
Available Information
Public reports furnished by issuer | Paragraph (10) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of December 15, 1999, as amended and restated as of ____________, 2011, among Commerzbank Aktiengesellschaft, The Bank of New York Mellon as Depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.
Letter agreement among Commerzbank Aktiengesellschaft and The Bank of New York dated as of December 15, 1999, 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.
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 September 2, 2011.
Legal entity created by the agreement for the issuance of American Depositary Shares for Ordinary Shares, of Commerzbank Aktiengesellschaft
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne Di Giovanni Hawke
Name: Joanne Di Giovanni Hawke
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, COMMERZBANK AKTIENGESELLSCHAFThas caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Frankfurt, Germany on September 2, 2011.
COMMERZBANK AKTIENGESELLSCHAFT
By: /s/ Jüergen Ackermann
Name: Jüergen Ackermann
Title: Head of Investor Relations
By: /s/ Ute Heiserer-Jaeckel
Name: Ute Heiserer-Jaeckel
Title: Investor Relations Manager
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 September 2, 2011.
/s/ Martin Blessing |
Martin Blessing |
Principal Executive Officer |
/s/ Dr. Eric Strutz |
Dr. Eric Strutz |
Principal Financial Officer / Principal Accounting Officer |
/s/ Frank Annuscheit |
Frank Annuscheit |
Member of the Board of Managing Directors |
| ________________________________ |
Markus Beumer |
Member of the Board of Managing Directors |
/s/ Jochen Klösges |
Jochen Klösges |
Member of the Board of Managing Directors |
/s/ Michael Reuther |
Michael Reuther |
Member of the Board of Managing Directors |
| ________________________________ |
Dr. Stefan Schmittmann |
Member of the Board of Managing Directors |
/s/ Ulrich Sieber |
Ulrich Sieber |
Member of the Board of Managing Directors |
| ________________________________ |
Martin Zielke |
Member of the Board of Managing Directors |
/s/ Carsten Schmitt |
Carsten Schmitt |
Authorized U.S. Representative |
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of December 15, 1999, as amended and restated as of __________, 2011, amongCommerzbank Aktiengesellschaft, The Bank of New York Mellon as Depositary, and all Holders and Beneficial Ownersfrom time to time of American Depositary Shares issued thereunder.
2
Letter agreement among Commerzbank Aktiengesellschaft and The Bank of New York dated as of December 15, 1999, 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.