It is proposed that this filing become effective under Rule 466: | o immediately upon filing. |
o on (Date) at (Time) | |
Title
of Each Class of
Securities
to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Aggregate
Price Per Unit*
|
Proposed
Maximum
Aggregate
Offering Price**
|
Amount
of
Registration
Fee
|
American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing one Ordinary Share of Deutsche Telekom
AG
|
100,000,000
|
$0.05
|
$5,000,000
|
$535
|
* Each
unit represents one American Depositary Share.
** 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.
|
||||
The
Registrant hereby amends this 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 Registration
Statement shall thereafter become effective in accordance with
Section
8(a) of the Securities Act of 1933, or until this Registration
Statement
shall become effective on such date as the Commission, acting pursuant
to
said Section 8(a), may
determine.
|
Item
Number and Caption
|
Location
in Form of American Depositary Receipt (“Receipt”) Filed
Herewith as Prospectus
|
|||
1.
|
Name
of depositary and address of its principal executive
office
|
Face
of Receipt, Introductory article and bottom center
|
||
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 one American Depositary
Share
|
Face
of Receipt, Upper right corner
|
||
(ii)
|
The
procedure for voting, if any, the deposited securities
|
Paragraph
(12) and (13)
|
||
(iii)
|
The
collection and distribution of dividends
|
Paragraph
(11)
|
||
(iv)
|
The
transmission of notices, reports and proxy soliciting
material
|
Paragraph
(10) and (13)
|
||
(v)
|
The
sale or exercise of rights
|
Paragraph
(11)
|
||
(vi)
|
The
deposit or sale of securities resulting from dividends, splits
or plans of
reorganization
|
Paragraphs
(11) and (14)
|
||
(vii)
|
Amendment,
extension or termin-ation of the deposit arrangements
|
Paragraphs
(16) and (17) (no provision for extensions)
|
||
(viii)
|
Rights
of holders of Receipts to inspect the transfer books of the depositary
and
the list of holders of Receipts
|
Paragraph
(10)
|
||
(ix)
|
Restrictions
upon the right to deposit or withdraw the underlying
securities
|
Paragraphs
(1), (4), (6), (7), (8) and (14)
|
||
(x)
|
Limitation
upon the liability of the depositary
|
Paragraphs
(11) and (15)
|
||
3.
|
Fees
and charges which may be imposed directly or indirectly against
holders of
Receipts
|
Paragraph
(9)
|
Item
2. AVAILABLE
INFORMATION
|
Paragraph
(10)
|
(a)
|
Amended
and Restated Deposit Agreement, dated as of, November 2005, by
and among
Deutsche Telekom AG, Deutsche Bank Trust Company Americas, as successor
depositary (the “Depositary”),
and all Holders from time to time of American Depositary Shares
evidenced
by American Depositary Receipts issued thereunder (including the
form of
American Depositary Receipt to be issued thereunder, attached as
Exhibit A
thereto). - 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. - Not
Applicable.
|
(c)
|
Every
material contract relating to the deposited securities between
the
Depositary and the Company in effect at any time within the last
three
years. - Not Applicable.
|
(d)
|
Opinion
of counsel to the Depositary as to the legality of the securities
being
registered. - Filed herewith as Exhibit
(d).
|
(e) |
Certification
under Rule 466. - Not Applicable.
|
(f)
|
Powers
of Attorney for certain officers and directors and the authorized
representative of the Company. - Set forth on the signature pages
hereto.
|
(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
American Depositary 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 amounts of fees charged are disclosed in the prospectus,
the
Depositary under-takes 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 under-takes to notify each registered
holder
of an American Depositary Receipt 30 days before any change in
the fee
schedule.
|
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one Ordinary Share, each of Deutsche Telekom AG | ||
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary | ||
|
|
|
By: | /s/ Christian C. Starck | |
Name: Christian C. Starck |
||
Title: Director |
|
|
|
By: | /s/ Edwin R. G. Reyes | |
Name: Edwin R. G. Reyes |
||
Title: Director |
DEUTSCHE TELEKOM AG | ||
|
|
|
By: | /s/ Dr. Karl-Gerhard Eick | |
Name: Dr. Karl-Gerhard Eick |
||
Title: Deputy Chairman of the | ||
Management
Board
|
||
Finance
and Controlling
|
Signatures
|
Capacity
|
|
/s/Kai-Uwe
Ricke
|
Chairman
of the Management Board
|
|
Kai-Uwe
Ricke
|
||
/s/Dr.
Karl-Gerhard Eick
|
Deputy
Chairman of the Management Board Finance
and Controlling
|
|
Dr.
Karl-Gerhard Eick
|
||
/s/Walter
Raizner
|
Member
of the Management Board
|
|
Walter
Raizner
|
||
/s/Dr.
Heinz Klinkhammer
|
Member
of the Management Board
|
|
Dr.
Heinz Klinkhammer
|
||
/s/
René Obermann
|
Member
of the Management Board
|
|
René
Obermann
|
||
/s/Lothar
Pauly
|
Member
of the Management Board
|
|
Lothar
Pauly
|
DEUTSCHE TELEKOM INC. | ||
|
|
|
By: | /s/ Klaus-Peter Statz | |
Name: Klaus-Peter Statz |
||
Title: President and CEO |
(a) |
Form of Deposit
Agreement
|
(d) |
Opinion
of counsel to the Depositary
|