As filed with the Securities and Exchange Commission on November 19, 2010 Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Global Depositary Shares
PORTX OPERAÇÕES PORTUÁRIAS S.A.
(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
[ ] immediately upon filing
[ ] on ________at __________
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 |
Global Depositary Shares representing common shares of PortX Operações Portuárias S.A. | 100,000,000 Global Depositary Shares | $5.00 | $5,000,000 | $356.50 |
1
For the purpose of this table only the term "unit" is defined as 100 Global 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 Global 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 Global Depositary
Item Number and Caption
Receipt Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of Global 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 Global 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 and
dividends, splits or plans of reorganization
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 transfer or
Articles number 2, 3, 4, 5, 6, 8 and
withdraw the underlying securities
22
(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 ____________, 2010, among PortX Operações Portuárias S.A., The Bank of New York Mellon, as Depositary, and all Owners and Beneficial Owners from time to time of Global Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of letter from The Bank of New York Mellon to PortX Operações Portuárias S.A. 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. – Not applicable.
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 GDSs, 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 GDS 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 November 19, 2010.
Legal entity created by the agreement for the issuance of Global Depositary Shares for common shares of PortX Operações Portuárias S.A.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, PortX Operações Portuárias S.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Rio de Janeiro, Brazil on November 19, 2010.
PortX Operações Portuárias S.A.
By:/s/ Otávio de Garcia Lazcano | By:/s/ Leonardo Pimenta Gadelha |
Name: Otávio de Garcia Lazcano | Name: Leonardo Pimenta Gadelha |
Title: CEO and Investor Relations Officer | Title: CFO |
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 November 19, 2010.
/s/ Otávio de Garcia Lazcano
CEO and Investor Relations Officer
Otávio de Garcia Lazcano
(principal executive officer)
/s/ Leonardo Pimenta Gadelha
CFO
Leonardo Pimenta Gadelha
(principal financial and accounting officer)
/s/ Eike Fuhrken Batista
Chairman
Eike Fuhrken Batista
/s/ Eliezer Batista da Silva
Honorary Chairman
Eliezer Batista da Silva
_______________________________
Director
Samir Zraick
_______________________________
Director
Luiz do Amaral de França Pereira
/s/ Paulo Carvalho de Gouvêa
Director
Paulo Carvalho de Gouvêa
/s/ Raphael de Almeida Magalhães
Director
Raphael de Almeida Magalhães
/s/ Ernani Teixeira Torres Filho
Director
Ernani Teixeira Torres Filho
____________________________________
Director
Paulo Monteiro Barbosa Filho
____________________________________
Director
Carlos Alberto de Paiva Nascimento
/s/ Flavio Godinho
Director
Flavio Godinho
____________________________________
Director
Celso Clemente Giacometti
/s/ Donald J. Puglisi
Authorized Representative in the United States
Donald J. Puglisi
Puglisi & Associates
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of __________, 2010 among PortX Operações Portuárias S.A., The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of Global Depositary Shares issued thereunder.
2
Letter from The Bank of New York Mellon to PortX Operações Portuárias S.A. 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.
