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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
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NEC ELECTRONICS CORP.
(Exact name of Issuer of deposited securities as specified in its charter)
Japan
(Jurisdiction of Incorporation or organization of Issuer)
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JPMorgan Chase Bank
(Exact name of depositary as specified in its charter)
1 Chase Manhattan Plaza, New York, New York 10081
Tel. No.: (212) 552-4944
(Address, including zip code, and telephone number of depositary's
principal offices)
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JPMorgan Chase Bank
ADR Department
1 Chase Manhattan Plaza, 40th Floor
New York, New York 10081
Tel. No.: (212) 552-4944
(Address, including zip code, and telephone number of agent for service)
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Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates, LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
It is proposed that this filing become effective under Rule 466:
[X] immediately upon filing [ ] on [date] at [time]
If a separate registration statement has been filed to register the deposited
shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Amount Proposed Maximum Aggregate Amount of
Title of Each Class of to be Offering Offering Registered
Securities to be Registered Registered Price Per Unit (1) Price (2) Fee
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American Depositary Shares evidenced by American Depositary
Receipts, each American Depositary Share representing
one-half of one share of common stock of NEC Electronics 50,000,000 $0.05 $2,500,000 $203
Corp.
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(1)Each unit represents one American Depositary Share.
(2)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 such
Receipts evidencing such American Depositary Shares.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American Depositary
Item Number and Caption 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) Amount of deposited securities represented by one unit Face of American Depositary Receipt, upper
of American Depositary Shares right corner
(ii) Procedure for voting, if any, the deposited securities Articles (12) and (14)
(iii) Collection and distribution of dividends Article (13)
(iv) Transmission of notices, reports and proxy soliciting Articles (11) and (12)
material
(v) Sale or exercise of rights Articles (13) and (14)
(vi) Deposit or sale of securities resulting from dividends, Articles (13) and (16)
splits or plans of reorganization
(vii) Amendment, extension or termination of the Deposit Articles (18) and (19)
Agreement
(viii) Rights of holders of receipts to inspect the transfer Article (3)
books of the Depositary and the list of Holders of receipts
(ix) Restrictions upon the right to deposit or withdraw the Articles (1), (2), (4), (6), (15), (16) and (17)
underlying securities
(x) Limitation upon the liability of the Depositary Introductory paragraph and Articles (1), (2), (4),
(7), (16) and (17)
(3) Fees and Charges Article (20)
Item 2. AVAILABLE INFORMATION
Location in Form of American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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(a) Statement that the issuer of the deposited securities Article (11)
specified above 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 can be inspected by holders of American
Depositary Receipts and copied at public reference facilities
maintained by the Commission in Washington, D.C.
Prospectus
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THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS
EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY
RECEIPTS, IN ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE
SECURITIES AND EXCHANGE COMMISSION
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Copy of Agreement - The Agreement between JPMorgan Chase Bank, as
depositary (the "Depositary"), and all holders from time to time of American
Depositary Receipts evidencing American Depositary Shares registered hereunder
is contained in the form of the American Depositary Receipt itself, constituting
the Prospectus filed as a part of this Registration Statement.
(b) Any other agreement, to which the Depositary is a party, relating
to the issuance of the Depositary Shares registered hereby or custody of the
deposited securities represented thereby. - None.
(c) Any material contract relating to the deposited securities between
the Depositary and the issuer of the deposited securities in effect at any time
within the last three years. - None.
(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the
Depositary, as to the legality of the securities to be registered.
(e) 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
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 amount of fees charged is not disclosed in the prospectus,
the Depositary undertakes 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 undertakes to notify each registered holder of a Receipt
thirty days before any change in the fee schedule.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
JPMorgan Chase Bank, on behalf of the legal entity created by the agreement for
the issuance of American Depositary Shares, certifies that it has reasonable
grounds to believe that all of 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 July 29, 2003.
Legal entity created by the agreement for the
issuance of American Depositary Receipts evidencing
American Depositary Shares for shares of common
stock of NEC Electronics Corp.
JPMORGAN CHASE BANK, Depositary
By: /s/ Joseph M. Leinhauser
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Name: Joseph M. Leinhauser
Title: Vice President
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
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(a) Form of ADR
(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as
to the legality of the securities to be registered.
(e) Rule 466 Certification