As Filed with the Securities and Exchange Commission on December 30, 2004.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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DIGIWAVE TECHNOLOGIES INC.
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
Republic of Korea
(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, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive offices)
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The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, NY 10286
Telephone (212)-495-1784
(Address, including zip code, and telephone number,
including area code, of agent for service)
It is proposed that this filing become effective under Rule 466
[_]immediately upon filing
[_]on (Date) at (Time)
If a separate statement has been filed to register the
deposited shares, check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of each class of Amount Aggregate price aggregate offering registration
Securities to be registered to be registered per unit(1) price (1) fee
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American Depositary Shares evidenced by American 10,000,000 $.05 $500,000 $63.35
Depositary Receipts, each American Depositary Share American
evidencing twenty (20) common shares of Digiwave Depositary
Technologies Inc. Shares
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(1) 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 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.
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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.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(1) Name and address of Depositary Introductory Paragraph
(2) Title of American Depositary Receipts and Face of American Depositary
identity of deposited securities Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary
represented by one unit of American Receipt - upper right corner
Depositary Shares
(ii) The procedure for voting, if any, the Paragraphs (15) and (16)
deposited securities
(iii) The collection and distribution of Paragraphs (12), (14)
dividends and (15)
(iv) The transmission of notices, reports Paragraphs (11), (15)
and proxy soliciting material and (16)
(v) The sale or exercise of rights Paragraph (13)
(vi) The deposit or sale of securities Paragraphs (12) and (17)
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or termination of Paragraphs (20) and (21)
the Deposit Agreement
(viii) Rights of holders of receipts to Paragraph (11)
inspect the transfer books of the
Depositary and the list of holders
of receipts
(ix) Restrictions upon the right to deposit Paragraphs (2), (3), (4),
or withdraw the underlying securities (5), (6) and (8)
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Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Paragraphs (13) and (18)
Depositary
(3) Fees and Charges Paragraph (7)
Item 2. Available Information
Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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2(a) Statement that Digiwave Technologies Inc. Paragraph (11)
furnishes the 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
and that such reports and documents 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
(1) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as of [Date], among Digiwave Technologies Inc. (the "Issuer"),
The Bank of New York, as Depositary (the "Depositary"), and each Owner and
holder from time to time of American Depositary Receipts ("ADRs") issued
thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.
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
ADRs, any reports and communications received from the Issuer 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) The Depositary hereby undertakes to notify each registered holder of
an ADR at least thirty days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of
New York, on behalf of the legal entity created by the Deposit Agreement, dated
as of ____________________, 2005, among Digiwave Technologies Inc., The Bank of
New York, as Depositary, and each Owner and holder of an American Depositary
Receipt issued thereunder 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
December 30, 2004.
By: THE BANK OF NEW YORK,
as Depositary
By: \s\ Andrew J. Zelter
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Name: Andrew J. Zelter
Title: Managing Director
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Pursuant to the requirements of the Securities Act of 1933, Digiwave
Technologies Inc. has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the Republic of Korea on
December 30, 2004.
DIGIWAVE TECHNOLOGIES INC.
By: \s\ Samuel Minje CHO
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Name: Samuel Minje CHO
Title: CEO and President
Each of the undersigned hereby constitutes and appoints Samuel Minje CHO
his true and lawful attorney-in-fact, with power of substitution, in his name,
place and stead, in any and all capacities, to sign any or 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 Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, 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 or on behalf of the following persons
in the capacities indicated on December 30, 2004.
Name Title
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\s\ Samuel Minje CHO CEO and President
- --------------------- (Principal Executive Officer)
Samuel Minje CHO
\s\ Yang Hee LEE Director
- --------------------- (Principal Financial and Accounting Officer)
Yang Hee LEE
\s\ Seung Jin LEE Director
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Seung Jin LEE
Director
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Sang Jun PARK
Director
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Jin Myeong BAEK
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\s\ Donald J. Puglisi Authorized Representative in the United States
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Puglisi & Associates
By: Donald J. Puglisi
Managing Director
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INDEX TO EXHIBITS
Exhibit
Number
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(1) Form of Deposit Agreement, dated as of [Date], among the Issuer, the
Depositary and each Owner and holder from time to time of ADRs issued
thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to
the legality of the securities being registered.
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