As Filed with the Securities and Exchange Commission on March 2, 2007
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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SEGA SAMMY HOLDINGS INC.
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
Japan
(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
|X| 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
Title of each class of Amount Aggregate price aggregate offering Amount of
Securities to be registered to be registered per unit(1) price (1) registration fee
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American Depositary Shares evidenced by American 25,000,000 $.05 $1,250,000 $38.38
Depositary Receipts, each American Depositary Share American
evidencing shares of common stock of Sega Sammy Depositary
Holdings 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.
As permitted by Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to the Depositary Shares
registered under Registration Statements on Form F-6 (No. 333-119443) previously
filed by the registrant.
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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 Receipt, top center
identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary Receipt - upper right
represented by one unit of American corner
Depositary Shares
(ii) The procedure for voting, if any, the Paragraphs 15, 16 and 18
deposited securities
(iii) The collection and distribution of Paragraphs 4, 12, 13, 15 and 18
dividends
(iv) The transmission of notices, reports Paragraphs 11, 15, 16 and 18
and proxy soliciting material
(v) The sale or exercise of rights Paragraphs 13, 14, 15 and 18
(vi) The deposit or sale of securities Paragraphs 12, 13, 15, 17 and 18
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, 5, 6, 8 and 22
or withdraw the underlying 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 the Paragraphs 14, 18, 19 and 21
Depositary
(3) Fees and Charges Paragraphs 7 and 8
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 Sega Sammy Holdings 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 Amended and Restated Deposit Agreement (including the form
of American Depositary Receipt), dated as of October 1, 2004, among SEGA SAMMY
HOLDINGS INC., Sammy Corporation, SEGA CORPORATION, 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.
(5) Certification under Rule 466.
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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* Incorporated by reference to Form F-6 Registration Statement No.
333-119443 filed by the Registrant with the Commission on October 1, 2004.
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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 for the
issuance of American Depositary Receipts 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 March 1, 2007.
By: THE BANK OF NEW YORK,
as Depositary
By: /s/ U. Marianne Erlandsen
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Name: U. Marianne Erlandsen
Title: Managing Director
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Pursuant to the requirements of the Securities Act of 1933, Sega Sammy
Holdings Inc. has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in Japan on February 27, 2007.
SEGA SAMMY HOLDINGS INC.
By: /s/ Hajimi Satomi
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Name: Hajimi Satomi
Title: Chairman, President and
Representative Director
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 February 27, 2007.
Name Title
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/s/ Hajimi Satomi Chairman, President and Representative Director
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Hajimi Satomi accounting officer)
/s/ Hisao Oguchi Vice Chairman and Director
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Hisao Oguchi
/s/ Keishi Nakayama Executive Vice President
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Keishi Nakayama
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/s/ Tadashi Ishida Senior Managing Director
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Tadashi Ishida
/s/ Toru Katamoto Director
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Toru Katamoto
__________________________ Director
Hideki Okamura
__________________________ Director
Yasuo Tazoe
/s/ Naoya Tsurumi Authorized U.S. Representative
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Sega Holdings U.S.A., Inc.
By: Naoya Tsurumi
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INDEX TO EXHIBITS
Exhibit
Number
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(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to the legality of the securities being registered.
(5) Certification under Rule 466.
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