As filed with the Securities and Exchange Commission on June 7, 2007.
Registration No. 333 - 11106
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 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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AKTIEBOLAGET SKF
(Exact name of issuer of deposited securities as specified in its charter)
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SKF Incorporated
(Translation of issuer's name into English)
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Kingdom of Sweden
(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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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)
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Timothy Gifford
Secretary and General Counsel - SKF USA, Inc.
1111 Adams Avenue
Norristown, PA 19403-2403
(610) 630-2800
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
James M. Bartos, Esq. Patricia Brigantic, Esq.
Shearman & Sterling LLP Citibank, N.A.
9 Appold Street 388 Greenwich Street -17h Floor
London, England EC2A 2AP New York, New York 10013
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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 : |_|
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This Post-Effective Amendment No. 1 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
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1. Name of Depositary and address of its principal executive office Face of Receipt - Introductory Paragraph.
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center and
Introductory Paragraph.
Terms of Deposit:
(i) The amount of deposited securities represented by one American Face of Receipt - Upper right corner.
Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited securities Reverse of Receipt - Paragraphs (16) and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy soliciting Face of Receipt - Paragraph (13);
material Reverse of Receipt - Paragraph (16).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14) and (16).
(vi) The deposit or sale of securities resulting from dividends, Face of Receipt - Paragraphs (3) and (6);
splits or plans of reorganization Reverse of Receipt - Paragraph (14).
(vii) Amendment, extension or termination of the deposit agreement Reverse of Receipt - Paragraphs (21) and (22)-
no provision for extensions.
(viii) Rights of holders of Receipts to inspect the transfer books of the Face of Receipt - Paragraph (13).
Depositary and the list of holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw the underlying Face of Receipt - Paragraphs (2), (3), (4), (6),
securities (7), (9) and (10).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Depositary Reverse of Receipt - Paragraphs (19) and (20).
(xi) Fees and charges which may be imposed directly or indirectly on
holders of ADSs Face of Receipt - Paragraph (10).
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company has been subject to the periodic reporting requirements of the
Exchange Act, and has filed certain reports with, and submitted certain reports
to, the Commission, which reports can be retrieved from the Commission's
internet website at www.sec.gov, and can be inspected and copied at the public
reference facilities maintained by the Commission at 100 F Street, N.E.,
Washington, D.C. 20549. The Company has filed a Form 15F ("Form 15F") with the
Commission, which has suspended the Company's duty under the Exchange Act to
file or submit the reports required under Sections 13(a) or 15(d) of the
Exchange Act. Upon the effectiveness of Form 15F, the Company's duty to file or
submit reports under Sections 13(a) or 15(d) of the Exchange Act will terminate
and the Company will, pursuant to Rule 12g3-2(e)(1), receive the exemption from
the reporting obligations of the Exchange Act provided by Rule 12g3-2(b). In
order to satisfy the conditions of Rule 12g3-2(b), the Company intends to
publish the information contemplated in Rule 12g3-2(b)(1)(iii) under the
Exchange Act on its internet website or through an electronic information
delivery system generally available to the public in the Company's primary
trading market, and to translate the information so published into English in
accordance with the instructions to Rule 12g3-2(e). The Company has specified in
Form 15F the internet website or the electronic information delivery system on
which it intends to publish such information. The information so published by
the Company cannot be retrieved from the Commission's internet website, and
cannot be inspected or copied at the public reference facilities maintained by
the Commission. If the Form 15F does not become effective, the Company will
again be subject to the periodic reporting requirements of the Exchange Act and
will be required to file with the Commission, and submit to the Commission,
certain reports that can be retrieved from the Commission's internet website at
www.sec.gov, and can be inspected and copied at the public reference facilities
maintained by the Commission.
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PROSPECTUS
The Prospectus consists of the proposed form of American
Depositary Receipt included as Exhibit A to the form of
Amendment No. 1 to Amended and Restated Deposit
Agreement filed as Exhibit (a)(i) to this Post-Effective
Amendment No. 1 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)(i) Form of Amendment No. 1 to Amended and Restated Deposit Agreement,
by and among AKTIEBOLGAET SKF, (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 ("Deposit Agreement").
-- Filed herewith as Exhibit (a)(i).
(a)(ii) Amended and Restated Deposit Agreement, dated as of December 7,
1999, by and among AKTIEBOLGAET SKF, (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 ("Deposit
Agreement"). -- Filed herewith as Exhibit (a)(ii).
(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. *
(e) Certificate under Rule 466. -- Filed herewith as Exhibit (e).
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Filed herewith as
Exhibit (f).
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* Previously filed and incorporated herein by reference to Registration
Statement Nos. 333-11106 and 033-00241.
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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
ADSs, 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 an ADS 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
Amended and Restated Deposit Agreement, dated as of December 7, 1999, as amended
by Amendment No. 1, by and among Aktiebolaget SKF, 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
Post-Effective Amendment No. 1 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 7th day of June 2007.
Legal entity created by the Amended and
Restated Deposit Agreement under which
the American Depositary Receipts
evidencing American Depositary Shares
registered hereunder are to be issued,
each American Depositary Share
representing one (1) Non-Restricted B
Share, nominal value SEK 2.50 each, of
Aktiebolaget SKF.
CITIBANK, N.A., solely in its capacity
as Depositary
By: /s/ Susanna Ansala
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Name: Susanna Ansala
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Aktiebolaget SKF 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
Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be
signed on its behalf by the undersigned thereunto duly authorized, in
Gothenburg, Sweden, on June 7, 2007.
AKTIEBOLAGET SKF
By: /s/ Carina Bergfelt
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Name: Carina Bergfelt
Title:
By: /s/ Tore Bertilsson
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Name: Tore Bertilsson
Title:
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POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on 24 April
2007.
Signature Title
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* President, Chief Executive Officer and Director
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Tom Johnstone
* Chairman of the Board
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Anders Scharp
/s/ Tore Bertilsson Chief Financial Officer
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Tore Bertilsson
* Chief Accounting Officer
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Kristina Franzen
* Director
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Vito H Baumgartner
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Signature Title
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* Director
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Clas Ake Hedstrom
* Director
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Ulla Litzen
* Director
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Winnie Kin Wah Fok
* Director
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Leif Ostling
* Director
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Eckhard Cordes
* Director and Employee Representative
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Lennart Larsson
* Director and Employee Representative
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Goran Johansson
* Director
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Lena Treschow Torell
* Director
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Hans-Olov Olsson
* Authorized Representative in the U.S.
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Timothy Gifford
* By /s/ Tore Bertilsson
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Tore Bertilsson
Attorney-in-fact
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amendment No. 1 to Amended and
Restated Deposit Agreement.
(a)(ii) Amended and Restated Deposit Agreement,
dated as of December 7, 1999.
(e) Certification under Rule 466.
(f) Powers of Attorney.