As Filed with the Securities and Exchange Commission on June 24, 2005.
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 Depositary Shares Evidenced by American Depositary Receipts
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NOMURA HORUDINGUSU KABUSHIKI KAISHA
(Exact name of issuer of deposited securities as specified in its charter)
NOMURA HOLDINGS, INC.
(Translation of issuer's name into English)
JAPAN
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, NY 10286
Telephone (212)-495-1784
(Address, including zip code, and telephone number, including area code,
of agent for service)
It is proposed that this filing become effective under Rule 466
|X| immediately upon filing
| | on (Date) at (Time)
If a separate statement has been filed to register the deposited shares,
check the following box. ?
CALCULATION OF REGISTRATION FEE
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Title of each class of Amount Proposed maximum Proposed maximum Amount of
Securities to be registered to be registered Aggregate price per unit(1) aggregate offering price(1) registration fee
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American Depositary Shares evidenced 100,000,000 $.05 $5,000,000 $588.50
by American Depositary Receipts, American
each American Depositary Share Depositary
evidencing one common stock of Shares
Nomura Holdings, Inc.
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(1) 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 American Depositary Receipts evidencing American Depositary
Shares.
As permitted by Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to the Depositary Shares
registered under Registration Statement on Form F-6 (No. 333-14178) previously
filed by the registrant.
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The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit
(1) to this Registration Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(1) Name and address of Depositary Introductory Paragraph
(2) Title of American Depositary Receipts Face of American Depositary Receipt, top center
and identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary Receipt - upper right
represented by one unit of American corner
Depositary Shares
(ii) The procedure for voting, if any, the Paragraphs (15) and (16)
deposited securities
(iii) The collection and distribution of Paragraphs (12), (13) and (15)
dividends
(iv) The transmission of notices, Paragraphs (11), (15) and (16)
reports and proxy soliciting
material
(v) The sale or exercise of rights Paragraph (14)
(vi) The deposit or sale of securities Paragraphs (12) and (17)
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or termination of Paragraphs (20) and (21)
the Deposit Agreement
(viii) Rights of holders of receipts to Paragraph (11)
inspect the transfer books of the
Depositary and the list of holders
of receipts
(ix) Restrictions upon the right to deposit Paragraphs (2), (3), (4), (5), (6), (8) and (22)
or withdraw the underlying securities
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Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(x) Limitation upon the liability of Paragraphs (14) and (18)
the Depositary
(3) Fees and Charges Paragraph (7)
Item 2. Available Information
Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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2(a) Statement that Nomura Holdings, Inc. is Paragraph (11)
subject to the periodic reporting
requirements of the Securities Exchange
Act of 1934 and, accordingly, files certain
reports with the Commission and that
such reports can be inspected by holders
of American Depositary Receipts and
copied at public reference facilities
maintained by the Commission in
Washington, D.C.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
* (1) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as of December 14, 2001, among Nomura Holdings, Inc. (the
"Issuer"), The Bank of New York, as Depositary (the "Depositary"), and each
Owner and holder from time to time of American Depositary Receipts ("ADRs")
issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.
(5) Certification under Rule 466.
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 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 notify each registered holder of
an ADR at least thirty days before any change in the fee schedule.
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* Incorporated by reference to Form F-6 Registration Statement No. 333-14178
filed by the Registrant with the Commission
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of
New York, on behalf of the legal entity created by the Deposit Agreement, dated
as of December 14, 2001, among Nomura Holdings, Inc., The Bank of New York, as
Depositary, and each Owner and holder of an American Depositary Receipt 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 June 24, 2005.
By: THE BANK OF NEW YORK,
as Depositary
By: \s\ Marianne Erlandsen
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Name: Marianne Erlandsen
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, Nomura
Holdings, Inc. has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in Japan on June 24, 2005.
NOMURA HOLDINGS, INC.
By: \s\ Nobuyuki Koga
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Name: Nobuyuki Koga
Title: President & CEO
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in the capacities indicated on June 24, 2005.
Name Title
---- -----
\s\ Junichi Ujiie Chairman of the Board of Directors
---------------------- Senior Managing Director
Junichi Ujiie
\s\ Nobuyuki Koga Director
---------------------- President & CEO
Nobuyuki Koga (Principal Executive Officer)
\s\ Hiroshi Toda Director
---------------------- Deputy President & COO
Hiroshi Toda
\s\ Kazutoshi Inano Director
---------------------- Deputy President & Co-COO
Kazutoshi Inano
\s\ Nobuyuki Shigemune Director
----------------------
Nobuyuki Shigemune
\s\ Shozo Kumano Director
----------------------
Shozo Kumano
\s\ Masaharu Shibata Director
----------------------
Masaharu Shibata
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Name Title
---- -----
\s\ Hideaki Kubori Director
----------------------
Hideaki Kubori
\s\ Haruo Tsuji Director
----------------------
Haruo Tsuji
\s\ Fumihide Nomura Director
----------------------
Fumihide Nomura
\s\ Koji Tajika Director
----------------------
Koji Tajika
\s\ Masafumi Nakada Senior Managing Director
---------------------- (Chief Financial Officer)
Masafumi Nakada (Principal Financial and Accounting Officer)
\s\ Hideyuki Takahashi Senior Managing Director
---------------------- Authorized Representative in the United States
Hideyuki Takahashi
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INDEX TO EXHIBITS
Exhibit
Number
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(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to
the legality of the securities being registered.
(5) Certification under Rule 466.
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