As filed with the Securities Exchange Commission on August 14, 2008
Registration No.: 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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ROYAL DSM N.V.
(Translation of issuer's name into English)
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KONINKLIJKE DSM N.V.
(Exact name of issuer of deposited securities as specified in its charter)
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The Netherlands
(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 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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CT Corporation System
111 Eighth Avenue (13th floor)
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Herman H. Raspe, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
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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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CALCULATION OF REGISTRATION FEE
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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
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American Depositary Shares, each
representing one-fourth (1/4) of
one common share of Royal DSM
N.V. 100,000,000 $5.00 $5,000,000.00 $196.50
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* 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 receipts evidencing American Depositary Shares.
- --------------------------------------------------------------------------------
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.
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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 Face of Receipt - Introductory article.
executive office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top center.
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt - Upper right corner.
represented by one American Depositary Share
("ADSs")
(ii) The procedure for voting, if any, the Reverse of Receipt - Paragraphs (16)
deposited securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and Face of Receipt - Paragraph (13);
proxy soliciting material Reverse of Receipt - Paragraphs (16).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
- ----------------------- ----------------------------
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14) and (16).
(vi) The deposit or sale of securities resulting Face of Receipt - Paragraphs (3) and (7);
from dividends, splits or plans of Reverse of Receipt - Paragraphs (14) and (18).
reorganization
(vii) Amendment, extension or termination of the Reverse of Receipt - Paragraphs (22) and (23)
deposit agreement (no provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list
of holders of Receipts
(ix) Restrictions upon the right to deposit or Face of Receipt - Paragraphs (2), (3), (4), (6),
withdraw the underlying securities (7), (9) and (10).
(x) Limitation upon the liability of the Face of Receipt - Paragraph (7);
Depositary Reverse of Receipt - Paragraphs (19) and (20).
3. Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of Receipts
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company furnishes the United States Securities and Exchange Commission
(the "Commission") with paper copies of certain public reports and documents
required by the laws of The Netherlands or otherwise in accordance with Rule
12g3-2(b) under the United States Securities Exchange Act of 1934, as amended
(the "Exchange Act"). These public reports and documents cannot be retrieved
from the Commission's internet website, but can be inspected and copied at the
public reference facilities maintained by the Commission located at 100 F
Street, N.E., Washington, D.C. 20549. The Company may in the future 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. The information
so published by the Company may not be in English, except that, in order to
maintain its exemption from the Exchange Act reporting requirements pursuant to
Rule 12g3-2(b), the Company would be required to translate such information into
English to the extent contemplated in the instructions to Rule 12g3-2(e)). The
information so published by the Company cannot be retrieved from the
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Commission's internet website and cannot be inspected or copied at the public
reference facilities maintained by the Commission at 100 F Street, N.E.,
Washington, D.C. 20549. In the event the Company decides to publish the
information on its internet website or through an electronic information
delivery system generally available to the public in the Company's primary
trading market in lieu of furnishing paper copies of certain reports or
documents to the Commission, the Company will furnish the name of such internet
website or electronic information delivery system to the Commission in writing.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt filed as Exhibit (a)(i) to this Registration Statement on
Form F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) (i) Form of American Depositary Receipt to be issued hereunder.
-- Filed herewith as Exhibit (a)(i).
(ii) Amended and Restated Deposit Agreement, dated as of December
3, 2001 (the "Deposit Agreement"), by and among Royal DSM N.V.
(previously known as "DSM N.V."), a company incorporated under
the laws of The Netherlands (the "Company"), Citibank, N.A.,
as depositary (the "Depositary"), and all Holders and
Beneficial Owners from time to time of American Depositary
Shares evidenced by the American Depositary Receipts issued
thereunder. -- 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) Letter Agreement supplementing the Deposit Agreement, dated November 29,
2006, by and between the Company and Depositary. -- Filed herewith as
Exhibit (c).
(d) Opinion of counsel for the Depositary as to the legality of the securities
to be registered.-- Filed herewith as Exhibit (d).
(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. -- Set forth on the signature pages hereto.
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 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 3, 2001, by and
among Royal DSM N.V., Citibank, N.A., as depositary, and all Holders and
Beneficial Owners from time to time of American Depositary Shares evidenced by
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 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 14th day of August, 2008.
Legal entity created by the Amended and
Restated Deposit Agreement for the issuance
of American Depositary Shares, each
representing one-fourth (1/4) of one common
share of Royal DSM N.V.
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, as amended,
Royal DSM N.V., 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 on Form F-6 to be signed on its behalf by the undersigned
thereunto duly authorized, in Heerlen, The Netherlands, on July 31, 2008.
ROYAL DSM N.V.
By: /s/ F. Sijbesma
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Name: F. Sijbesma
Title: Group Chief Executive
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints [P.A.F.W. Elverding] 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 such capacities, to
sign any and 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-in-fact
and agent 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 s/he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, 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 on Form F-6 has been signed by the following persons
in the following capacities on July 31, 2008.
Name(s) Title
- ------- -----
/s/ F. Sijbesma Chairman of the Board of Directors and
- ------------------------- Group Chief Executive
F. Sijbesma (Principal Executive Officer)
/s/ J. M. H. Op Heij Group Finance Director
- ------------------------- (Principal Financial Officer)
J. M. H. Op Heij
/s/ L.R.M. Radix Group Financial Controller
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L.R.M. Radix
/s/ J. Zuidam Deputy Chairman of the Board of Directors
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J. Zuidam
/s/ N. H. Gerardu Director
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N. H. Gerardu
/s/ R. D. Schwalb Director
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R. D. Schwalb
/s/ S. Tanda Director
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S. Tanda
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the
duly authorized representative in the United States of Royal DSM N.V., has
signed this Registration Statement on this 7th day of July, 2008.
By: /s/ William P. Bivins
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Name: William P. Bivins
Title: Secretary of DSM Services USA, Inc.
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
- ------- -------- -------------
(a)(i) Form of American Depositary Receipt
(a)(ii) Amended and Restated Deposit
Agreement, dated as of December 3,
2001
(c) Letter Agreement, dated as of
November 29, 2006
(d) Opinion of Patterson Belknap Webb &
Tyler LLP
(e) Certificate under Rule 466