As filed with the Securities and Exchange Commission on February 15, 2022. Registration No. 333-225618
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
Oi S.A. – In Judicial Reorganization
(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)
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:
David Johansen White & Case LLP 1221 Avenue of the Americas
New York, New York 10020-1095 (212) 819-8200 | 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
[ ] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
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 number 15, 16 and 18 |
| (iii) The procedure for collection and distribution of dividends | Articles number 4, 12, 14, 15, 18 and 21 |
| (iv) The procedure for transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 |
| (v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 14, 15, 17 and 18 |
| (vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
| (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 11 |
| (ix) Restrictions upon the right to transfer or withdraw the underlying securities | Articles number 2, 3, 4, 6, 7 and 21 |
| (x) Limitation upon the liability of the depositary | Articles number 13, 18, 21 and 22 |
| 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 Amended and Restated Deposit Agreement (Common Shares) dated as of February 27, 2012, as amended, among Oi S.A. – In Judicial Reorganization (formerly known as Oi S.A.), 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 previously. |
| e. | Certification under Rule 466. – Not applicable. |
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 February 15, 2022.
Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Oi S.A. – In Judicial Reorganization.
| 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, Oi S.A. – In Judicial Reorganization has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Rio de Janeiro, Brazil, on February 15, 2022.
| Oi S.A. – In Judicial Reorganization |
| | |
| | |
| | By: | /s/ Rodrigo Modesto de Abreu |
| | Name: | Rodrigo Modesto de Abreu |
| | Title: | Chief Executive Officer |
| | | |
| | By: | /s/ Cristiane Barretto Sales |
| | Name: | Cristiane Barretto Sales |
| | Title: | Chief Financial Officer and Investor Relations Officer |
Each person whose signature appears below hereby constitutes and appoints Rodrigo Modesto de Abreu and Cristiane Barretto Sales, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 February 15, 2022.
/s/ Rodrigo Modesto de Abreu | Chief Executive Officer |
| Rodrigo Modesto de Abreu | (principal executive officer) |
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/s/ Cristiane Barretto Sales | Chief Financial Officer and Investor Relations Officer |
| Cristiane Barretto Sales | (principal financial officer) |
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/s/ David Tavares Neves Nunes | Chief Accounting Officer |
| David Tavares Neves Nunes | (principal accounting officer) |
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/s/ Eleazar de Carvalho Filho | Chairman of the Board of Directors |
| Eleazar de Carvalho Filho | |
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/s/ Marcos Grodetzky | Vice-Chairman of the Board of Directors |
| Marcos Grodetzky | |
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/s/ Henrique José Fernandes Luz | Director |
| Henrique José Fernandes Luz | |
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| /s/ Maria Helena dos Santos Fernandes de Santana | Director |
| Maria Helena dos Santos Fernandes de Santana | |
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/s/ Paulino do Rego Barros Jr. | Director |
| Paulino do Rego Barros Jr. | |
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/s/ Roger Solé Rafols | Director |
| Roger Solé Rafols | |
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| Director |
| Claudia Quintella Woods | |
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/s/ Armando Lins Netto | Director |
| Armando Lins Netto | |
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/s/ Luís Maria Viana Palha da Silva | Director |
| Luís Maria Viana Palha da Silva | |
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/s/ Mateus Affonso Bandeira | Director |
| Mateus Affonso Bandeira | |
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/s/ Raphael Manhães Martins | Director |
| Raphael Manhães Martins | |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of Oi S.A. – In Judicial Reorganization in the United States, has signed this registration statement on February 15, 2022.
| | Authorized U.S. Representative – Cogency Global Inc. |
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| | By: | /s/ Name: Colleen A. De Vries |
| | | Name: Colleen A. De Vries Title: Sr. Vice President on behalf of Cogency Global Inc. |
INDEX TO EXHIBITS
Exhibit Number | Exhibit |
| | |
| 1 | Form of Amended and Restated Deposit Agreement (Common Shares) dated as of February 27, 2012, as amended among Oi S.A. – In Judicial Reorganization (formerly known as Oi S.A.), The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. |
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