As filed with the Securities and Exchange Commission on April 1, 2019. 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
UNICHARM CORPORATION
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Japan
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
240 Greenwich Street New York, N.Y. 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
Legal Department
240 Greenwich Street
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
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 offering price per unit (1) | Proposed maximum aggregate offering price | Amount of registration fee |
American Depositary Shares representing shares of common stock of Unicharm Corporation | 500,000,000 American Depositary Shares | $5.00 | $25,000,000 | $3,030.00 |
| (1) | For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares or portion thereof. |
The prospectus consists of the proposed form of American Depositary Receipt (“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 Receipt
Filed Herewith as Prospectus |
- Name and address of depositary
| Introductory Article |
- Title of the depositary shares and identity of deposited securities
| Face of Receipt, top center |
Terms of Deposit: | |
| (i) The amount of deposited securities represented by one unit of depositary shares | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | Articles numbers 16, 17 and 19 |
| (iii) The procedure for collection and distribution of dividends | Articles numbers 4, 13, 14, 15, 16 and 19 |
| (iv) The procedure for transmission of notices, reports and proxy soliciting material | Articles numbers 12, 16, 17 and 19 |
| (v) The sale or exercise of rights | Articles numbers 14, 15, 16 and 19 |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles numbers 3, 14, 16, 17, 18 and 19 |
| (vii) Amendment, extension or termination of the deposit agreement | Articles numbers 21 and 22 |
| (viii) Rights of holders of depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares | Article number 12 |
| (ix) Restrictions upon the right to transfer or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6, 9 and 25 |
| (x) Limitation upon the liability of the depositary | Articles numbers 15, 19, 20 and 22 |
| 3. Fees and Charges | Article numbers 8 and 9 |
Item - 2.Available Information
| Public reports furnished by issuer | Article number 12 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.Exhibits
| a. | Form of Deposit Agreement dated as of July 20, 2012 among Unicharm Corporation, The Bank of New York Mellon, as Depositary, and all Owners and Holders 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 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, on April 1, 2019.
Legal entity created by the agreement for the issuance of depositary shares representing shares of common stock, of Unicharm Corporation.
| By: | The Bank of New York Mellon |
| | As Depositary |
| | |
| | |
| | By: | /s/ Robert W. Goad |
| | Name: | Robert W. Goad |
| | Title: | Managing Director |
Pursuant to the requirements of the Securities Act of 1933, Unicharm Corporation has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Tokyo, Japan, on April 1, 2019.
| UNICHARM CORPORATION |
| |
| |
| By: | /s/ Takahisa Takahara |
| Name: | Takahisa Takahara |
| Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on April 1, 2019.
/s/ Takahisa Takahara | | President and Chief Executive Officer |
| Takahisa Takahara | | (principal executive officer) |
| | | |
| | | |
| | | |
/s/ Eiji Ishikawa | | Director |
| Eiji Ishikawa | | Vice President and Managing Executive Officer |
| | | |
| | | |
| | | |
/s/ Shinji Mori | | Director |
| Shinji Mori | | Vice President and Managing Executive Officer |
| | | |
| | | |
| | Director |
| Takeshi Mitachi | | |
| | | |
| | | |
| | Director |
| Hiroko Wada | | |
| | | |
| | | |
| | | |
/s/ Gumpei Futagami | | Director |
| Gumpei Futagami | | |
| | | |
| | | |
| | | |
/s/ Hirotatsu Shimada | | Director |
| Hirotatsu Shimada | | Executive Officer and General Manager |
| | | (principal financial officer) |
| | | (principal accounting officer) |
| | | |
| | | |
| | | |
/s/ Yashushi Takeda | | Authorized Representative in the United States |
| Yashushi Takeda | | |
| | | |
| | | |
INDEX TO EXHIBITS
Exhibit Number | Exhibit |
| | |
| 1 | Form of Deposit Agreement dated as of July 20, 2012 among Unicharm Corporation, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. |
| | |
| | |
| | |
| 4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered. |
| | |
| | |
| | |
| 5 | Certification under Rule 466. |
