As filed with the Securities and Exchange Commission on July 20, 2004
Registration No. 333 - 117149
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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LG.Philips LCD Co., Ltd.
(Exact name of issuer of deposited securities as specified in its charter)
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[N/A]
(Translation of issuer's name into English)
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The Republic of Korea
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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111 Wall Street
New York, New York 10043
(212) 657-2026
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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LG.Philips LCD America Inc.
150 East Brokaw Road
San Jose, California 95112
(408) 350-7723
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
Jinduk Han, Esq. Herman H. Raspe, Esq.
Sung K. Kang, Esq. Patterson, Belknap, Webb & Tyler LLP
Cleary, Gottlieb, Steen & Hamilton 1133 Avenue of the Americas
Bank of China Tower New York, New York 10036
1 Garden Road, Central, Hong Kong, SAR
People's Republic of China
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It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |_|
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CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
American Depositary Shares, every two N/A N/A N/A N/A
(2) ADSs representing one (1) Share
of common stock, par value 5,000 Won
per share, of LG.Philips LCD Co., Ltd.
- -----------------------------------------------------------------------------------------------------------------------------
* Each unit represents 100 American Depositary Shares.
** 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 Shares.
- --------------------------------------------------------------------------------
The Registrant hereby amends this Pre-Effective Amendment No. 2 to
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 Pre-Effective Amendment No. 2 to
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this
Pre-Effective Amendment No. 2 to Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
This Pre-Effective Amendment No. 2 to Registration Statement may be
executed in any number of counterparts, each of which shall be deemed an
original, and all of such counterparts together shall constitute one and
the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
- ----------------------- -------------------------------------------------
1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article and last
office sentence on Face.
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (13)
securities and (14).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (12).
(iv) The transmission of notices, reports and proxy Reverse of Receipt - Paragraphs (12), (14) and (16).
soliciting material
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (12)
and (13).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraph (3);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (12) and (13).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (21) and (22) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Reverse of Receipt - Paragraph (16).
transfer books of the Depositary and the list of
holders of ADSs
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
- ----------------------- -------------------------------------------------
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (4) and (5);
the underlying securities Reverse of Receipt - Paragraphs (6), (7), (10) and
(13).
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (2);
Reverse of Receipt - Paragraph (18) and (20).
(xi) Fees and charges which may be imposed directly or Reverse of Receipt - Paragraph (7).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Reverse of Receipt - Paragraph (11).
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be inspected by holders of Receipts and copied
at public reference facilities maintained by the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W. (Room 1024), Washington D.C. 20549, and at the
principal office of the depositary.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Deposit Agreement filed as
Exhibit (a) to this Pre-Effective Amendment No. 2 to Registration
Statement on Form F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement, by and among LG.Philips LCD Co., Ltd.,
(the "Company"), Citibank, N.A., as depositary (the "Depositary"),
and all Holders and Beneficial Owners of American Depositary Shares
evidenced by the American Depositary Receipts issued thereunder (the
"Deposit Agreement"). -- Filed herewith as Exhibit (a).
(b) Any other agreement to which the Depositary is a party relating to
the issuance of the American Depositary Shares registered hereunder
or the custody of the deposited securities represented thereby. --
None.
(c) Every 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 counsel for the Depositary as to the legality of the
securities to be registered. -- Previously filed as Exhibit (d) to
Registration Statement on Form F-6 filed with the Commission on July
6, 2004 (Registration No. 333-117149).
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Previously filed as
Exhibit (f) to Registration Statement on Form F-6 filed with the
Commission on July 6, 2004 (Registration No. 333-117149).
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Item 4. UNDERTAKINGS
(a) The Depositary 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 (30) days before any
change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Deposit Agreement, by and among LG.Philips LCD Co., Ltd., Citibank, N.A., as
depositary, and all Holders and Beneficial Owners from time to time of American
Depositary Shares evidenced by American Depositary Receipts to be 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
Pre-Effective Amendment No. 2 to Registration Statement on Form F-6 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 19th day of July, 2004.
Legal entity created by the Deposit
Agreement under which the American
Depositary Receipts evidencing American
Depositary Shares registered hereunder are
to be issued, every two (2) American
Depositary Shares representing one (1) share
of common stock, par value 5,000 Won per
share, of LG.Philips LCD Co., Ltd.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susan A. Lucanto
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Name: Susan A. Lucanto
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-6 or amendment thereto and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Seoul, The Republic of Korea, on July
19, 2004.
LG.PHILIPS LCD CO., LTD.
By /s/ Ron H. Wirahadiraksa
----------------------------------------
Name: Ron H. Wirahadiraksa
Title: Joint Representative Director,
Senior Executive Vice-President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities indicated below on July 19, 2004.
Signature Title
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/s/ Ron H. Wirahadiraksa* Chairman of the Board of Directors
- ----------------------------------
Ad Huijser
/s/ Ron H. Wirahadiraksa* Vice-Chairman of the Board of Directors
- ----------------------------------
Frans van Houten
/s/ Ron H. Wirahadiraksa* Joint Representative Director, Vice
- ---------------------------------- Chairman and Chief Executive Officer
Bon Joon Koo
/s/ Ron H. Wirahadiraksa* Joint Representative Director, Senior
- ---------------------------------- Executive Vice-President and Chief
Ron H. Wirahadiraksa Financial Officer (Principal Accounting
Officer)
/s/ Ron H. Wirahadiraksa* Director
- ----------------------------------
Young Chan Kim
/s/ Ron H. Wirahadiraksa* Director
- ----------------------------------
Woo Hyun Paik
* Attorney-in-Fact
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
LG.PHILIPS LCD CO., LTD.
Pursuant to the Securities Act of 1933, as amended, the undersigned, the
duly authorized representative in the United States of LG.Philips LCD Co., Ltd.,
has signed this Registration Statement or amendment thereto in the City of San
Jose, State of California, on the 19th day of July, 2004.
LG.PHILIPS LCD AMERICA INC.
By /s/ Hosung Kim
-----------------------------------------
Name: Hosung Kim
Title: President
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
- ------- -------- -------------
(a) Form of Deposit Agreement