As Filed with the Securities and
Exchange Commission on June 2, 2006 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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HUSQVARNA AB (publ)
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
Kingdom of Sweden
(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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Title of each class Amount Proposed maximum Proposed maximum Amount of
of Securities to to be Aggregate price aggregate registration
be registered registered per unit (1) offering price (1) fee
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American Depositary Shares evidenced by 50,000,000 $.05 $2,500,000 $267.50
American Depositary Receipts, each American American
Depositary Share evidencing two Class B Depositary
shares of Husqvarna AB (publ). 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 Face of American Depositary
and 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, Paragraphs (15) and (16)
the deposited securities
(iii) The collection and distribution of Paragraphs (12), (14) and
dividends (15)
(iv) The transmission of notices, reports Paragraphs (11), (15) and
and proxy soliciting material (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 Paragraphs (20) and (21)
of 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 Paragraphs (2), (3), (4),
deposit or withdraw the underlying (5), (6) and (8)
securities
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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 Paragraphs (13) and (18)
the 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
2(a) Statement that Husqvarna AB (publ) 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], 2006, among Husqvarna AB (publ) (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 [Date], 2006, among Husqvarna AB (publ), 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 June 1, 2006.
By:THE BANK OF NEW YORK,
as Depositary
By: /s/ David S. Stueber
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Name: David S. Stueber
Title: Managing Director
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Pursuant to the requirements of the Securities Act of 1933, Husqvarna AB
(publ) has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Sweden on June 1, 2006.
HUSQVARNA AB (publ)
By: /s/ Lars Warsoe-Petersen
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Name: Lars Warsoe-Petersen
Title: Head of Human Resources
Each of the undersigned hereby constitutes and appoints Bengt Andersson,
Bernt Ingman and Olle Wallen his true and lawful attorneys-in-fact, each 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 attorneys-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 June 1, 2006.
Name Title
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/s/ Bengt Andersson President and CEO
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Bengt Andersson
/s/ Bernt Ingman Chief Financial Officer
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Bernt Ingman
/s/ Lars Westerberg Chairman of the Board
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Lars Westerberg
/s/ Peggy Bruzelius Member of the Board
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Peggy Bruzelius
/s/ Borje Ekholm Member of the Board
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Borje Ekholm
/s/ Tom Johnstone Member of the Board
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Tom Johnstone
/s/ Anders Moberg Member of the Board
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Anders Moberg
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/s/ Gun Nilsson Member of the Board
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Gun Nilsson
/s/ Peder Ramel Member of the Board
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Peder Ramel
/s/ Annika Ogren Member of the Board
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Annika Ogren
/s/ Malin Bjornberg Member of the Board
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Malin Bjornberg
/s/ Lawrence G. Muscarella U.S. General Counsel and
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Lawrence G. Muscarella the United States
/s/ Lars Warsoe-Petersen Head of Human Resources
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Lars Warsoe-Petersen
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INDEX TO EXHIBITS
Exhibit
Number
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(1) Form of Deposit Agreement, dated as of [Date], 2006, 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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