As filed with the Securities and Exchange Commission on March 11, 2008
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
INTESA SANPAOLO S.p.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
REPUBLIC OF ITALY
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(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
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.
Luigi L. De Ghenghi, Esq.
Emmet, Marvin & Martin, LLP
Davis Polk & Wardwell
120 Broadway
450 Lexington Avenue
New York, New York 10271
New York, New York 10017
(212) 238-3010
(212) 450-4000
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 representing six ordinary Shares par value €0.52 Euros each of Intesa Sanpaolo S.p.A. | 100,000,000 American Depositary Shares | $5.00 | $5,000,000 | $196.50 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
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.
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.
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
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of Depositary
Introductory Paragraph
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 American Depositary
by one unit of American Depositary Shares
Receipt, upper right corner
(ii)
The procedure for voting, if any, the deposited
Paragraph (12)
securities
(iii)
The collection and distribution of dividends
Paragraphs (4), (5), (7) and
(10)
(iv)
The transmission of notices, reports and proxy
Paragraphs (8) and (12)
soliciting material
(v)
The sale or exercise of rights
Paragraphs (4), (5) and (10)
(vi)
The deposit or sale of securities resulting from
Paragraphs (4), (5), (10) and (13)
dividends, splits or plans of reorganization
(vii)
Amendment, extension or termination of the
Paragraphs (16) and (17)
deposit agreement
(viii)
Rights of holders of American Depositary Receipts
Paragraph (3)
to inspect the transfer books of the Depositary and
the list of holders of American Depositary Receipts
(ix)
Restrictions upon the right to deposit or
Paragraphs (1), (2), (4) and (5)
withdraw the underlying securities
(x)
Limitation upon the liability of the depositary
Paragraph (14)
3. Fees and Charges
Paragraph (7)
Item – 2.
Available Information
Public reports made available by issuer
Paragraph (8)
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of ____________, 2008, among Intesa Sanpaolo, S.p.A., The Bank of New York as Depositary, and all Holders from time to time of American Depositary Receipts issued thereunder including the form of American Depositary Receipt. - Filed herewith as Exhibit 1.
b.
Letter agreement dated March 11, 2008, among Intesa Sanpaolo, S.p.A., JPMorgan Chase Bank, N.A. and The Bank of New York. – 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. - 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 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 March 11, 2008.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares, Par Value €.052 Euros, of Intesa Sanpaolo S.p.A.
By:
The Bank of New York,
As Depositary
By: /s/ Donald P. Glock
Name: Donald P. Glock
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Intesa Sanpaolo S.p.A.has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Milan, Italy on March 11, 2008.
INTESA SANPAOLO S.p.A.
By: /s/ Corrado Passera
Name: Corrado Passera
Title: Managing Director and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Corrado Passera 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 or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, 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, this Registration Statement has been signed by the following persons in the capacities indicated on March 11, 2008.
/s/ Enrico Salza
/s/ Joseph R. Semder
Name: Enrico Salza
Name: Joseph R. Semder
Chairman of the Management Board
Vice President, Chief Compliance Officer
Intesa Sanpaolo S.p.A. New York Branch
Authorized U.S. Representative
/s/ Orazio Rossi
/s/ Bruno Picca
Name: Orazio Rossi
Name: Bruno Picca
Deputy Chairman of the Management Board
Chief Accountant
(Principal Accounting Officer)
/s/ Elio Catania
/s/ Stefano Del Punta
Name: Elio Catania
Name: Stefano Del Punta
Member of the Management Board
Head of Treasury
(Principal Financial Officer)
/s/ Giuseppe Fontana
/s/ Corrado Passera
Name: Giuseppe Fontana
Name: Corrado Passera
Member of the Management Board
Managing Director and Chief Executive Officer
(Principal Executive Officer)
/s/ Gian Luigi Garrino
/s/ Emilio Ottolenghi
Name: Gian Luigi Garrino
Name: Emilio Ottolenghi
Member of the Management Board
Member of the Management Board
/s/ Giovanni Battista Limonta
/s/ Giovanni Perissinotto
Name: Giovanni Battista Limonta
Name: Giovanni Perissinotto
Member of the Management Board
Member of the Management Board
/s/ Virgilio Marrone
/s/ Marcello Sala
Name: Virgilio Marrone
Name: Marcello Sala
Member of the Management Board
Member of the Management Board
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Amended and Restated Deposit Agreement dated as of ____________, 2008, among Intesa Sanpaolo S.p.A., The Bank of New York as Depositary, and all Holders from time to time of American Depositary Receipts issued thereunder including the form of American Depositary Receipt.
2
Letter agreement dated March 11, 2008, among Intesa Sanpaolo, S.p.A., JPMorgan Chase Bank, N.A. and The Bank of New York.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered.