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
NEC ELECTRONICS CORP.
(Exact name of Issuer of deposited securities as specified in its charter)
Japan
(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
Tel. No.: (212) 602-3761
(Address, including zip code, and telephone number of depositary's principal
offices)
DEUTSCHE BANK TRUST COMPANY AMERICAS
60 Wall Street
New York, New York 10005
(212) 602 3761
(Address, including zip code, and telephone number of agent for service)
Copy to:
DEUTSCHE BANK TRUST COMPANY AMERICAS
60 Wall Street
New York, New York 10005
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
- --------------------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Amount Maximum Aggregate
to be Offering Offering Amount of
Title of Each Class of Registered Price Per Unit (1) Price (2) Registration
Securities to be Registered Fee
- --------------------------------------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------------------------------------
(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.
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
----------------------- ------------------------------------
(1) Name and address of Depositary Introductory paragraph
(2) Title of American Depositary Receipts and Face of American Depositary Receipt, top
identity of deposited securities center
Terms of Deposit:
(i) Amount of deposited securities represented by Face of American Depositary Receipt, upper
one unit of American Depositary Shares right corner
(ii) Procedure for voting, if any, the deposited Articles (12) and (14)
securities
(iii) Collection and distribution of dividends Article (13)
(iv) Transmission of notices, reports and proxy Articles (11) and (12)
soliciting material
(v) Sale or exercise of rights Articles (13) and (14)
(vi) Deposit or sale of securities resulting from Articles (13) and (16)
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the Articles (18) and (19)
Deposit Agreement
(viii) Rights of holders of receipts to inspect the Article (3)
transfer books of the Depositary and the list of
Holders of receipts
(ix) Restrictions upon the right to deposit or Articles (1), (2), (4), (6), (15), (16) and (17)
withdraw the 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
Item Number and Caption Receipt Filed Herewith as Prospectus
----------------------- ------------------------------------
(a) Statement that the issuer of the deposited Article (11)
securities 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 can be
inspected by holders of ADRs and copied at public
reference facilities maintained by the Commission in
Washington
I-2
Prospectus
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
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Copy of Agreement - The Agreement between Deutsche Bank Trust
Company Americas, 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.
II-1
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
Deutsche Bank Trust Company Americas, 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 September 5, 2003.
Legal entity created by the agreement
for the issuance of American Depositary
Receipts evidencing American Depositary
Shares for common shares of NEC
Electronics Corp.
By: DEUTSCHE BANK TRUST COMPANY
AMERICAS, Depositary
By:/s/William Fahey
----------------
William Fahey
Vice President
By:/s/Paul Martin
--------------
Paul Martin
Vice President
II-2
INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
- ------ -------------
(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