As filed with the Securities and Exchange Commission on April 28, 2014. 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
OI S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________________
The Bank of New York Mellon
ADR Division
One Wall Street, 11th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
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
|
Title of each class of Securities to be registered |
Amount to be registered | Proposed maximum aggregate price per unit (1) | Proposed maximum aggregate offering price (1) | Amount of registration fee |
| American Depositary Shares representing preferred shares of Oi S.A. |
2,500,000,000 American Depositary Shares |
$5.00 |
$125,000,000 |
$16,100 |
| (1) | For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares. |
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1. Description of Securities to be Registered
Cross Reference Sheet
|
Item Number and Caption
|
Location in Form of Receipt
|
|
Introductory Article |
|
Face of Receipt, top center |
|
Terms of Deposit:
|
|
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 |
| (iii) The collection and distribution of dividends | Articles number 4, 12, 13, 15 and 18 |
| (iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 |
| (v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 13, 15, 17 and 18 |
| (vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
| (viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6 and 8 |
| (x) Limitation upon the liability of the depositary | Articles number 14, 18, 21 and 22 |
| 3. Fees and Charges | Articles number 7 and 8 |
Item - 2. Available Information
| Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
| a. | Form of Amended and Restated Deposit Agreement (Preferred Shares) dated as of February 27, 2012 among Oi S.A., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1. |
| b. | Form of letter from The Bank of New York Mellon to Brasil Telecom S.A (now known as Oi S.A.). relating to pre-release activities. – Filed herewith as Exhibit 2. |
| 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. – See (a) and (b) above. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4. |
| e. | Certification under Rule 466. – Filed herewith as Exhibit 5. |
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 depositary shares, 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 amounts of fees charged are 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 depositary shares thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 April 28, 2014.
Legal entity created by the agreement for the issuance of depositary shares representing preferred shares of Oi S.A..
By: The Bank of New York Mellon,
As Depositary
By: /s/ Joanne Di Giovanni Hawke
Name: Joanne Di Giovanni Hawke
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Oi S.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Rio de Janeiro, State of Rio de Janeiro, Brazil, on April 28, 2014.
Oi S.A.
By: /s/ Eurico De Jesus Teles Neto
Name: Eurico De Jesus Teles Neto
Title: Executive Officer
By: /s/ Bayard De Paoli Gontijo
Name: Bayard De Paoli Gontijo
Title: Chief Financial Officer and Investor Relations Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on April 28, 2014.
|
Signature |
Title | ||
|
/s/ Zeinal Abedin Mahomed Bava |
Chief Executive Officer | ||
| Zeinal Abedin Mahomed Bava | |||
|
/s/ Bayard De Paoli Gontijo |
Chief Financial Officer and Investor Relations Officer | ||
| Bayard De Paoli Gontijo | |||
|
/s/ Nuno Filipe Carnaz Cadima |
Controller and Co-Principal Accounting Officer | ||
| Nuno Filipe Carnaz Cadima | |||
|
/s/ Marcelo Antonio Leal Gomes |
Technical Accounting Manager and Co-Principal Accounting Officer | ||
| Marcelo Antonio Leal Gomes | |||
|
/s/ José Mauro Mettrau Carneiro da Cunha |
Chairman, Board of Directors | ||
| José Mauro Mettrau Carneiro da Cunha | |||
|
/s/ Cristiano Yazbek Pereira |
Member, Board of Directors | ||
| Cristiano Yazbek Pereira | |||
|
/s/ Alexandre Jereissati Legey |
Member, Board of Directors | ||
| Alexandre Jereissati Legey | |||
|
/s/ Rafael Cardoso Cordeiro |
Member, Board of Directors | ||
| Rafael Cardoso Cordeiro | |||
|
/s/ Fernando Magalhães Portella |
Member, Board of Directors | ||
| Fernando Magalhães Portella | |||
|
/s/ Renato Torres de Faria |
Member, Board of Directors | ||
| Renato Torres de Faria | |||
|
/s/ Pedro Jereissati |
Member, Board of Directors | ||
| Pedro Jereissati | |||
|
/s/ Shakhaf Wine |
Member, Board of Directors | ||
| Shakhaf Wine | |||
|
/s/ Armando Galhardo Nunes Guerra Junior |
Member, Board of Directors | ||
| Armando Galhardo Nunes Guerra Junior | |||
|
|
Member, Board of Directors | ||
| Luís Miguel da Fonseca Pacheco de Melo | |||
|
|
Member, Board of Directors | ||
| Antonio Cardoso dos Santos | |||
|
/s/ Carlos Augusto Borges |
Member, Board of Directors | ||
| Carlos Augusto Borges | |||
|
/s/ Carlos Fernando Costa |
Member, Board of Directors | ||
| Carlos Fernando Costa | |||
|
/s/ Fernando Marques dos Santos |
Member, Board of Directors | ||
| Fernando Marques dos Santos | |||
|
/s/ José Valdir Ribeiro dos Reis |
Member, Board of Directors | ||
| José Valdir Ribeiro dos Reis | |||
|
/s/ Sergio Franklin Quintella |
Member, Board of Directors | ||
| Sergio Franklin Quintella | |||
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative of Oi S.A. in the United States, has signed this registration statement in the City of Newark, State of Delaware, on April 28, 2014.
| PUGLISI & ASSOCIATES | ||||
| By: |
/s/ Donald J. Puglisi | |||
| Name: | Donald J. Puglisi | |||
| Title: | Managing Director | |||
INDEX TO EXHIBITS
|
Exhibit Number |
Exhibit |
| 1 | Form of Amended and Restated Deposit Agreement (Preferred Shares) dated as of February 27, 2012 among Oi S.A., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. |
| 2 | Form of letter from The Bank of New York Mellon to Brasil Telecom S.A. (now known as Oi S.A.) relating to pre-release activities. |
| 4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. |
| 5 | Certification Under Rule 466. |