As filed with the Securities and Exchange Commission on May 3, 2007
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
ATLAS COPCO AB
(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)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
399 Park Avenue
New York, New York 10022
(212) 816-6690
(Address, including zip code, and telephone number, including area
code, of Depositary's principal executive offices)
Mark Cohen
Atlas Copco North America Inc.
34 Maple Avenue
Pine Brook, New Jersey 07058
(973) 439-3410
(Name, address, including zip code, and telephone number,
including area code of agent for service)
--------------------------------
Copies to:
Mr. William Thomas Paticia Brigantic, Esq.
Vice President and General Counsel Citibank, N.A.
Atlas Copco North America Inc. 388 Greenwich Street - 17th Floor
34 Maple Avenue New York, New York 10013
Pine Brook, New Jersey 07058
------------------------------------------------
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 Maximum Proposed Amount of
Title of Each Class of Amount to be Aggregate Offering Maximum Aggregate Registration
Securities to be Registered Registered Price Per Unit* Offering Price** Fee
- ------------------------------------------------------------------------------------------------------------------------------------
American Depositary Shares, each representing one Class 100,000,000 $5.00 $5,000,000.00 $153.5
A Share, SEK 1.25 par value each, of Atlas Copco AB
- ------------------------------------------------------------------------------------------------------------------------------------
* 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 such receipts evidencing such American Depositary Shares.
i
This 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.
ii
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
- ----------------------- ----------------------------
1. Name of depositary and address of Face of Receipt - Introductory article
its principal office and paragraph (9).
2. Title of American Depositary Face of Receipt - Top center paragraph
Receipts and identity of and introductory article.
deposited securities
Terms of Deposit:
(i) The amount of deposited Face of Receipt - Upper right corner,
securities represented by introductory article.
one American Depositary
Share
(ii) The procedure for voting, Reverse of Receipt - Paragraph (12).
if any, the deposited
securities
(iii) The collection and Reverse of Receipt - Paragraph (10).
distribution of dividends
(iv) The transmission of Reverse of Receipt - Paragraph (14).
notices, reports and proxy
soliciting material
(v) The sale or exercise of Reverse of Receipt - Paragraph (10).
rights
(vi) The deposit or sale of Reverse of Receipt - Paragraphs (10)
securities resulting from and (13).
dividends, splits or plans
of reorganization
(vii) Amendment, extension or Reverse of Receipt - Paragraphs (18) and
termination of the deposit (19), (no provision for extension).
agreement
I-1
(viii) Rights of holders of Reverse of Receipt - Paragraph (14).
Receipts to inspect the
transfer books of the
depositary and the list of
holders of Receipts
(ix) Restrictions upon the right Face of Receipt - Paragraphs (2) and
to deposit or withdraw the (3).
underlying securities
(x) Limitation upon the Reverse of Receipt - Paragraph (16).
liability of the depositary
3. Fees and charges which may be Face of Receipt - Paragraphs (3) and
imposed directly or indirectly (6).
against holders of Receipts
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (9).
Atlas Copco AB furnishes the Securities and Exchange Commission (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, as
amended. These public reports and documents can be inspected by holders of
Receipts and copied at public reference facilities maintained by the Commission
located at 100 F Street, N.E., Washington, D.C. 20549.
I-2
PROSPECTUS
THE PROSPECTUS CONSISTS OF THE FORM OF AMERICAN
DEPOSITARY RECEIPT, ATTACHED AS EXHIBIT A TO THE AMENDED
AND RESTATED DEPOSIT AGREEMENT FILED AS EXHIBIT (a) TO
THIS REGISTRATION STATEMENT AND INCORPORATED HEREIN BY
REFERENCE.
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Deposit Agreement, dated as of November 9, 1990 as amended and
restated as of September 19, 1995, by and among, Atlas Copco AB (the "Company"),
Citibank, N.A. as depositary (the "Depositary"), and all Holders from time to
time of American Depositary Receipts issued thereunder (including the form of
American Depositary Receipt ("ADR") to be issued thereunder). - 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 hereby or the
custody of the deposited securities represented thereby. - None.
(c) Every material contract relating to the deposited securities
between the Depositary and the Company in effect within the last three years. -
None.
(d) Opinion of Patricia Brigantic, counsel to the Depositary, as to
the legality of the securities to be registered. - Filed herewith as Exhibit
(d).
(e) Rule 466 Certification. - Filed herewith as Exhibit (e).
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. Set forth on signature pages hereto.
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 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) The Depositary hereby 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 an ADR thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Citibank, N.A., on behalf of the legal entity created by the Deposit
Agreement dated as of November 9, 1990 as amended and restated as of September
19, 1995 (the "Deposit Agreement"), by and among Atlas Copco AB, Citibank, N.A.,
as depositary, and the Holders of American Depositary Receipts 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 the 3rd day of
May, 2007.
Legal entity created by the Deposit
Agreement for the issuance of American
Depositary Receipts evidencing American
Depositary Shares representing one Class
A Share, SEK 1.25 par value per share,
of Atlas Copco AB.
CITIBANK, N.A., as Depositary
By: /s/ Susanna Ansala
------------------------------------
Name: Susanna Ansala
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Atlas Copco AB 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 Nacka, Sweden, on the 3rd day of May, 2007.
Atlas Copco AB
By: /s/ Hakan Osvald
--------------------------------------------
Name: Hakan Osvald
Title: Vice President
By: /s/ Hans Sandberg
--------------------------------------------
Name: Hans Sandberg
Title: Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints [Mark Cohen] to act as his/her true and lawful
attorney-in-fact and agent, with full power of substitution, for him/her and in
his/her 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 United States Securities and
Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorney(s)-in-fact and agent(s), or his/her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
following capacities on May 3, 2007.
Name Title
- ---- -----
/s/ Gunnar Brock Chief Executive Officer
- ----------------------------------- and Director
Name: Gunnar Brock
/s/ Hans Ola Meyer Chief Financial Officer
- -----------------------------------
Name: Hans Ola Meyer
/s/ Anders Bjorkdahl Principal Accounting Officer
- -----------------------------------
Name: Anders Bjorkdahl
/s/ Sune Carlsson Director
- -----------------------------------
Name: Sune Carlsson
/s/ Staffan Bohman Director
- -----------------------------------
Name: Staffan Bohman
/s/ Ulla Litzen Director
- -----------------------------------
Name: Ulla Litzen
/s/ Anders Ullberg Director
- -----------------------------------
Name: Anders Ullberg
/s/ Jacob Wallenberg Director
- -----------------------------------
Name: Jacob Wallenberg
/s/ Bengt Lindgren Union Representative
- -----------------------------------
Name: Bengt Lindgren
/s/ Mikael Bergstedt Union Representative
- -----------------------------------
Name: Mikael Bergstedt
Authorized Representative in the United States
/s/ Mark Cohen
- -----------------------------------
Name: Mark Cohen
Index to Exhibits
-----------------
Sequentially
Exhibit Document Numbered Page
------- -------- -------------
(a) Deposit Agreement dated as of November 9, 1990 as
amended and restated as of September 19, 1995
(d) Opinion of counsel to the Depositary
(e) Certification under Rule 466