UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
FIAT S.p.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
THE REPUBLIC OF ITALY
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Cristina De Berardinis
Chief Executive Officer
Fiat Finance North America, Inc.
375 Park Avenue
New York, New York 10152
(212) 207-0920
(Address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Michael S. Immordino, Esq. |
| Michael J. Volkovitsch |
Latham & Watkins |
| Cleary Gottlieb Steen & Hamilton LLP |
99 Bishopsgate |
| Via San Paolo 7 |
London, England EC2M 3XF |
| 20121 Milan |
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It is proposed that this filing become effective under Rule 466 | ||
(check appropriate box) | ||
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| o 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 |
| Amount to be |
| Proposed Maximum |
| Proposed Maximum |
| Amount of |
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one Ordinary Share of Fiat S.p.A. |
| 150,000,000 |
| $ | 0.05 |
| $ | 7,500,000 |
| $ | 802.50 |
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one Preference Share of Fiat S.p.A. |
| 50,000,000 |
| $ | 0.05 |
| $ | 2,500,000 |
| $ | 267.50 |
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one Savings Share of Fiat S.p.A. |
| 50,000,000 |
| $ | 0.05 |
| $ | 2,500,000 |
| $ | 267.50 |
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* Each unit represents one American Depositary Share.
** 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 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 Registration 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
This Registration Statement may be executed in any of counterparts, each of which shall be deemed an original, and all of such counterparts together constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The Ordinary Share Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Amended and Restated Deposit Agreement filed as Exhibit (a)(1) to this Registration Statement and incorporated herein by reference.
The Preference Share Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Amended and Restated Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement and incorporated herein by reference.
The Savings Share Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Amended and Restated Deposit Agreement filed as Exhibit (a)(3) to this Registration Statement and incorporated herein by reference.
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Item Number and Caption |
| Location in Form of American | |
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1. Name of depositary and address of its principal |
| Face of Receipt, Paragraph (9) | |
executive office |
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2. Title of Receipts and identity of deposited securities |
| Face of Receipt, Top center | |
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Terms of Deposit: |
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(i) | The amount of deposited securities |
| Face of Receipt, Upper right corner |
| represented by one American Depositary |
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| Share |
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(ii) | The procedure for voting, if any, the |
| Paragraph (12) |
| deposited securities |
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(iii) | The collection and distribution of dividends |
| Paragraph (10) |
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(iv) | The transmission of notices, reports and |
| Paragraph (8) |
| proxy soliciting material |
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(v) | The sale or exercise of rights |
| Paragraphs (2), (3) and (4) |
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(vi) | The deposit or sale of securities resulting |
| Paragraph (13) |
| from dividends, splits or plans of |
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| reorganization |
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(vii) | Amendment, extension or termination of the |
| Paragraph (16) |
| deposit arrangements |
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(viii) | Rights of holders of Receipts to inspect the |
| Paragraph (8) |
| transfer books of the depositary and list of |
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| holders of Receipts |
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(ix) | Restrictions upon the right to deposit or |
| Paragraph (4) |
| withdraw the underlying securities |
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(x) | Limitation upon the liability of the depositary |
| Paragraph (14) |
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3. Fees and charges which may be imposed directly or |
| Paragraph (7) | |
indirectly against holders of Receipts |
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Item 2. AVAILABLE INFORMATION
Fiat S.p.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) Amended and Restated Deposit Agreement, dated as of December 19, 2006, and among the Company, Deutsche Bank Trust Company Americas, as successor depositary (the “Depositary”), and all Owners and holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). Filed herewith as Exhibit (a)(1)(the “Ordinary Share Deposit Agreement”).
(a)(2) Amended and Restated Deposit Agreement, dated as of December 19, 2006, and among the Company, Deutsche Bank Trust Company Americas, as successor depositary (the “Depositary”), and all Owners and holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). Filed herewith as Exhibit (a)(2)(the “Preference Share Deposit Agreement”).
(a)(3) Amended and Restated Deposit Agreement, dated as of December 19, 2006, and among the Company, Deutsche Bank Trust Company Americas, as successor depositary (the “Depositary”), and all Owners and holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). Filed herewith as Exhibit (a)(3)(the “Savings Share Deposit Agreement”).
(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. -Not Applicable.
(c) Every material contract relating to the deposited securities the Depositary and the Company in effect at any time within the last three years. Not Applicable.
(d) Opinion of counsel to the Depositary as to the legality of the securities being registered. Filed herewith as Exhibit (d).
(e) Certification under Rule 466. Not Applicable.
(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. Set forth on the signature pages hereto.
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 American Depositary Receipts, 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 disclosed in the prospectus, the Depositary under-takes 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 under-takes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Company Americas, on behalf of the legal entity created by the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, by and among the Company, Deutsche Bank Trust Company Americas, as successor depositary, and all Owners and holders time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, certifies that is 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 December 19, 2006.
Legal entity created by the form of Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares | |||
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| Deutsche Bank Trust Company Americas, solely in its capacity as Depositary | ||
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By: | /s/ Tom Murphy |
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| Name: Tom Murphy | |
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| Title: Vice President | |
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| By: | /s/ Clare Benson |
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| Name: Clare Benson | |
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| Title: Vice President | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, FIAT S.p.A. 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 December 19, 2006.
FIAT S.p.A. | |||
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| By: | /s/ Cristina De Berardinis |
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| Name: Cristina De Berardinis | ||
| Title: Authorized Representative | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Cristina De Berardinis to act as his or her lawful attorney-in-fact and agent, with full and several 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 and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of her substitute or substitutes, may lawfully do or cause to he done by virtue hereof.
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 following capacities on December 19, 2006.
Name |
| Title |
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/s/ Luca Cordero Di Montezemolo |
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Luca Cordero Di Montezemolo |
| Chairman of the Board of Directors |
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/s/ John Elkann |
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John Elkann |
| Vice Chairman of the Board of Directors |
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/s/ Sergio Marchionne |
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Sergio Marchionne |
| Chief Executive Officer |
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/s/ Maurizio Francescatti |
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Maurizio Francescatti |
| Group Treasurer |
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| (principal financial officer) |
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/s/ Alessandro Baldi |
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Alessandro Baldi |
| Group Controller |
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| (principal financial officer) |
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/s/ Andrea Agnelli |
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Andrea Agnelli |
| Director |
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/s/ Roland Berger |
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Roland Berger |
| Director |
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/s/ Tiberto Brandolini d’Adda |
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Tiberto Brandolini d’Adda |
| Director |
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/s/ Luca Garavogla |
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Luca Garavogla |
| Director |
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/s/ Gian Maria Gros-Pietro |
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Gian Maria Gros-Pietro |
| Director |
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Hermann-Josef Lamberti |
| Director |
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/s/ Virgilio Marrone |
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Virgilio Marrone |
| Director |
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Vittorio Mincato |
| Director |
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/s/ Pasquale Pistorio |
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Pasquale Pistorio |
| Director |
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/s/ Carlo Sant’Albano |
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Carlo Sant’Albano |
| Director |
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/s/ Ratan Tata |
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Ratan Tata |
| Director |
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/s/ Mario Zibetti |
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Mario Zibetti |
| Director | ||
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Fiat Finance North America, Inc. |
| Authorized Representative in the United | ||
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| States | ||
By: | /s/ Cristina De Berardinis |
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Name: | Cristina De Berardinis |
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| Title: Chief Executive Officer |
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INDEX TO EXHIBITS
(a)(1) | the Ordinary Share Deposit Agreement. |
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(a)(2) | the Preference Share Deposit Agreement. |
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(a)(3) | the Savings Share Deposit Agreement. |
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(d) | Opinion of counsel to the Depositary as to the legality of the securities to be registered. |
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