As filed with the Securities and Exchange Commission on August 23, 2007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER'S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-10108
Fiat S.p.A.
(Exact name of registrant as specified in its charter)
Via Nizza, 250
10126 Turin, Italy
(+39) 011-006-1111
Ordinary American Depositary Shares |
Ordinary shares with a par value of €5 each* |
Preference American Depositary Shares |
Preference shares with a par value of €5 each* |
Savings American Depositary Shares |
Savings shares with a par value of €5 each* |
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934::
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Rule 12h-6(a) |
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| Rule 12h-6(d) |
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Rule 12h-6(c) |
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| Rule 12h-6(i) |
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* Not for trading, but only in connection with the registration of the American Depositary Shares
General
This Form 15F relates to American Depositary Shares (“ADSs”) each representing one of our ordinary shares, preference shares or savings shares, and to such ordinary shares, preference shares, and savings shares. We refer to the shares of each class, together with the related ADSs, as the “Securities”. In accordance with the requirements of Rule 12h-6(a), all trading volume data is presented by reference to the trading volume of the relevant class of our shares, but is intended to support the certification set forth in this Form with respect to both such shares and the related ADSs. The use of we, us, our, the “Company” or similar terms in this Form refers to Fiat S.p.A.
PART I
Item 1. Exchange Act Reporting History
We first incurred the duty to file reports under section 13(a) and section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) on November 1, 1988, when we completed our registration of the Securities with the Securities and Exchange Commission (the “Commission”), pursuant to a Registration Statement on Form 20-F (Registration No. 88232593). Our ADSs were listed on the New York Stock Exchange (the “NYSE”) on February 14, 1989.
We have filed or submitted all reports required under sections 13(a) and 15(d) of the Exchange Act and the corresponding Commission rules for the 12 months preceding the filing of this form, and we have filed at least one annual report on Form 20-F.
Item 2. Recent United States Market Activity
We have never made any public offering of the Securities in the United States.
On May 11, 1999, we filed with the Commission a Registration Statement on Form S-8 (Registration Statement No. 333-10344) registering an aggregate of 36,500,000 of our ordinary shares. On May 22, 2000, we filed another Registration Statement on Form S-8 (Registration Statement No. 333-37570) registering an additional 2,756,000 of our ordinary shares. On January 31, 2002, we filed a third Registration Statement on Form S-8 (Registration Statement No. 333-82054), registering an additional 5,417,500 of our ordinary shares. Finally, on February 20, 2003, we filed a fourth Registration Statement on Form S-8 (Registration Statement No. 333-102242), registering an additional 6,100,000 of our ordinary shares. Prior to filing this Form 15F, we filed a post-effective amendment to terminate the registration of unsold securities under these Registration Statements.
Item 3. Foreign Listing and Primary Trading Market
Each class of our shares are listed on the Mercato Telematico Azionario, the automated screen-based trading system managed by Borsa Italiana S.p.A. (together with its predecessors, the “Italian Stock Exchange”), which is located in Italy. Our shares were first listed on the Italian Stock Exchange in 1906. We have maintained that listing for at least the 12 months preceding the filing of this Form.
The Italian Stock Exchange constitutes the primary trading market for our shares. The table below sets forth the percentage of the worldwide average daily trading volume (“WADTV”) in each class of our shares represented by trades effected on the Italian Stock Exchange during the 12-month period beginning on July 24, 2006 and ending on July 23, 2007 (the “Reference Period”). We have included off-exchange transactions effected in the United States in the denominator for purposes of determining this ratio.
Class of Shares | % of WADTV effected on Italian Stock Exchange during Reference Period |
Ordinary Shares | 99.87% |
Preference Shares | 99.99% |
Savings Shares | 99.99% |
Item 4. Comparative Trading Volume Data
The following table sets forth the average daily trading volume of each class of our shares in the United States and worldwide during the 12 month Reference Period (in the number of the relevant class of securities):
Class of Shares | Average Daily Trading Volume | Average Daily Trading Volume |
Ordinary Shares | 23,176,578 | 30,780 |
Preference Shares | 448,673 | 13 |
Savings Shares | 530,720 | 31 |
| (1) | In the United States, our shares trade in the form of ADSs, each of which represents one share of the relevant class. For purposes of this calculation, we have counted the number of shares of the relevant class represented by each ADS. |
| (2) | Includes on-exchange as well as off-exchange transactions effected in the United States and on-exchange transactions effected in Italy. |
| (3) | Includes on-exchange as well as off-exchange transactions effected in the United States. |
| (4) | The average daily trading volume of each class of our shares in the United States during the Reference Period has been calculated by dividing the aggregate trading volume for such shares over the entire Reference Period by the total number of trading days during such Reference Period, notwithstanding the fact that trading in our Preference and Savings Shares (or ADSs) did not occur on each such Trading Day. Were we to have calculated such value using the number of days on which trading in our Preference and Savings Shares actually occurred, the relevant figures in the table above would have been 243 for the Preference Shares and 667 for the Savings Shares, and the relevant percentages in the table below would have been 0.05% for the Preference Shares and 0.13% for the Savings Shares. |
The table below sets forth the percentage of the WADTV in each class of our shares represented by trades effected in the United States during the Reference Period.
Class of Shares | % of WADTV effected in the United States during Reference Period |
Ordinary Shares | 0.13% |
Preference Shares | 0.01% |
Savings Shares | 0.01% |
Calculations set forth in this and the preceding Item were based on trading volumes data obtained by Deutsche Bank from Bloomberg and were confirmed by a third-party financial information provider.
We filed Form 25 for purposes of notifying the Commission of the delisting of each class of our ADSs from the NYSE on August 13, 2007. The delisting of our ADSs from the NYSE became effective before the opening of trading today, August 23, 2007. We have not previously delisted any class of our Securities from a national securities exchange or inter-dealer quotation system in the United States.
As of the date of this Form, we have not terminated a sponsored American depositary receipt facility regarding any class of our shares.
Item 5. Alternative Record Holder Information
Not applicable.
Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
On August 3, 2007, we issued a press release in the United States through BusinessWire disclosing our intent to terminate our duty to file reports under section 13(a) and 15(d) of the Exchange Act. On the same date, we furnished the Commission with a copy of this press release under cover of a Form 6-K.
Item 8. Prior Form 15 Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
We will publish the information required under Rule 12g3-2(b)(1)(iii) on our website at www.fiatgroup.com.
PART III
Item 10. Exhibits
Exhibit Number | Description |
1 | Press release disclosing the Company’s intent to terminate its duty to file reports under section 13(a) and 15(d) of the Exchange Act. |
Item 11. Undertakings
We hereby undertake to withdraw this Form 15F if, at any time before the effectiveness of our termination of reporting under Rule 12h-6, we have actual knowledge of information that causes us reasonably to believe that, at the time of filing the Form 15F:
| 1. | The average daily trading volume of any subject class of our securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that we used for purposes of Rule 12h-6(a)(4)(i); or |
| 2. | We otherwise did not qualify for termination of our Exchange Act reporting obligations under Rule 12h-6. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, Fiat S.p.A. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Fiat S.p.A. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.
By: | /s/ Roberto Russo |
| Name: Roberto Russo |
| Title: General Counsel |
Date: August 23, 2007
