SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
Eisai Co., Ltd.
(EIZAI KABUSHIKI KAISHA)
(Exact name of issuer of deposited securities as specified in its charter)
Japan
(Jurisdiction of Incorporation or organization of Issuer)
JPMORGAN CHASE BANK
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, New York 10004
Tel. No.: (212) 623-0636
(Address, including zip code, and telephone number of depositary's principal offices)
Hajime Shimizu
Chairman
Eisai Inc.
Glenpointe Centre West—5th Floor
500 Frank W. Burr Boulevard
Teaneck, New Jersey 07666
(201) 692-1100
(Address, including zip code, and telephone number of agent for service)
With copies to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
It is proposed that this filing become effective under Rule 466
ý immediately upon filing
o on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. o
CALCULATION OF REGISTRATION FEE
| Title of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit(1) | Proposed maximum aggregate offering price(2) | Amount of registration fee | ||||
|---|---|---|---|---|---|---|---|---|
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one share of common stock of Eisai, Co., Ltd. | 20,000,000 American Depositary Shares | $0.05 | $1,000,000 | $127.60 |
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.
The Prospectus consists of the form of American Depositary Receipt ("ADR") included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit (a) 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 ADR Filed Herewith as Prospectus | ||||
|---|---|---|---|---|---|---|
| 1. | Name of depositary and address of its principal executive office | Face, introductory paragraph and final sentence on face. | ||||
2. | Title of ADR and identity of deposited securities | Face, top center and introductory paragraph | ||||
Terms of Deposit | ||||||
(i) | The amount of deposited securities represented by one unit of ADRs | Face, upper right corner and introductory paragraph | ||||
(ii) | The procedure for voting, if any, the deposited securities | Reverse, paragraph (12) | ||||
(iii) | The collection and distribution of dividends | Face, paragraphs (4), (5) and (7); Reverse, paragraph (10) | ||||
(iv) | The transmission of notices, reports and proxy soliciting material | Face, paragraphs (3) and (8); Reverse, paragraph (12) | ||||
(v) | The sale or exercise of rights | Face, paragraphs (4) and (5); Reverse, paragraph (10) | ||||
(vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Face, paragraphs (4) and (5); Reverse, paragraphs (10) and and (13) | ||||
(vii) | Amendment, extension or termination of the deposit agreement | Reverse, paragraphs (16) and (17) (no provision for extension) | ||||
(viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the lists of holders of ADRs | Face, paragraph (3) | ||||
(ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Face, paragraphs (1), (2), (4) and (5) | ||||
(x) | Limitation upon the liability of the Depositary and/or the Company | Reverse, paragraph (14) | ||||
3. | Description of all fees and charges which may be imposed directly or indirectly against the holders of ADRs | Face, paragraph (7) | ||||
| Item Number and Caption | Location in Form of ADR Filed Herewith as Prospectus | |
|---|---|---|
| 2(a) Statement that the foreign issuer furnishes the Securities and Exchange Commission with certain public reports and documents required by foreign law or otherwise under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended | Face, paragraph (8) |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
(a) Amended and Restated Deposit Agreement dated as of , 2004 among Eisai Co., Ltd., JPMorgan Chase Bank, as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement").
(b) Any other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of the deposited securities represented thereby.—None.
(c) Any 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.—None.
(d) Opinion of counsel to the Depositary, as to the legality of the securities to be registered.
(e) Certification under Rule 466.
(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 ADRs, 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 ADR thirty days before any change in the fee schedule.
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Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all of the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 24, 2004.
| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | |||
By: | JPMorgan Chase Bank, in its capacity as Depositary | ||
By: | /s/ JOSEPH M. LEINHAUSER Name: Joseph M. Leinhauser Title: Vice President | ||
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Pursuant to the requirements of the Securities Act of 1933, as amended, Eisai Co., Ltd. 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized on May 11, 2004.
| EISAI CO., LTD. | |||
By: | /s/ HARUO NAITO Name: Haruo Naito Title: President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on May 11, 2004.
| Name | Title | |
|---|---|---|
| /s/ HIROMASA NAKAI Hiromasa Nakai | Director and Chairman | |
/s/ HARUO NAITO Haruo Naito | President and Chief Executive Officer | |
/s/ HIDEAKI MATSUI Hideaki Matsui | Representative Director and Chief Financial Officer | |
/s/ YUJI NAITO Yuji Naito | Director and Senior Advisor | |
/s/ SHIGEHIKO YOSHINO Shigehiko Yoshino | Director | |
D. Stuart Meiklejohn | Director | |
/s/ MITSUAKI SHIMAGUCHI Mitsuaki Shimaguchi | Director | |
/s/ HAJIME SHIMIZU Hajime Shimizu | Authorized Representative in the United States |
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