As filed with the U.S. Securities and Exchange Commission on April 10, 2006
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 Evidenced by American Depositary Receipts
___________________
TENARIS S.A.
(Exact name of issuer of deposited securities as specified in its charter)
Not applicable
(Translation of issuer's name into English)
Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Giovanni Gallo
Techint Inc.
420 Fifth Avenue, 18th Floor
New York, New York 10018
(212) 376-6500
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq. |
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 |
It is proposed that this filing become effective under Rule 466
If a separate registration statement has been filed to register the deposited shares, check the following box. G
CALCULATION OF REGISTRATION FEE | ||||
Title of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate offering price per unit (1) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two (2) ordinary shares of Tenaris S.A. | 250,000,000 | $0.05 | $12,500,000 | $1,337.50 |
(1) | Each unit represents one American Depositary Share. |
(2) | 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. |
Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-100591.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (AADR@ or AAmerican Depositary Receipt@) included as Exhibit A to the Amendment to Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |
(1) Name and address of Depositary | Introductory paragraph | |
(2) Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | |
Terms of Deposit: | ||
(i) Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | |
(ii) Procedure for voting, if any, the deposited securities | Paragraph (12) | |
(iii) Collection and distribution of dividends | Paragraphs (4), (5), (7) and (10) | |
(iv) Transmission of notices, reports and proxy soliciting material | Paragraphs (3), (8) and (12) | |
(v) Sale or exercise of rights | Paragraphs (4), (5) and (10) | |
(vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (4), (5), (10) and (13) | |
(vii) Amendment, extension or termination of the Deposit Agreement | Paragraphs (16) and (17) | |
(viii) Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts | Paragraph (3) | |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), and (5) | |
(x) Limitation upon the liability of the Depositary | Paragraph (14) | |
(3) Fees and Charges | Paragraph (7) |
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Item 2. AVAILABLE INFORMATION
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |
(a) Statement that Tenaris S.A. is 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. | Paragraph (8) |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) | Form of Deposit Agreement. Form of Deposit Agreement among Tenaris S.A., JPMorgan Chase Bank, as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as exhibit (a) to Registration Statement No. 333-100591 and incorporated herein by reference. |
(a)(2) | Form of Amendment to Deposit Agreement. Form of Amendment to Deposit Agreement dated as of April , 2006 among Tenaris S.A., the Depositary, and all holders from time to time of ADRs issued thereunder, including the Form of American Depositary Receipt, is filed herewith as Exhibit (a)(2). |
(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 issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
(d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
(e) | Certification under Rule 466. Filed herewith as Exhibit (e). |
(f) | Power of Attorney. Included as part of the signature pages hereto. |
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 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 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 American Depositary Receipt thirty days before any change in the fee schedule. |
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. , on behalf of the legal entity created by the Deposit Agreement, 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 3, 2006.
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
| | |
By: | JPMORGAN CHASE BANK, N.A., as Depositary | |
By: | /s/ Joseph M. Leinhauser | |
Name: Joseph M. Leinhauser | ||
Title: Vice President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Tenaris S.A. 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, on April 3, 2006.
TENARIS S.A. | ||
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By: | /s/ Paolo Rocca | |
Name: Paolo Rocca | ||
Title: Chairman and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Paolo Rocca and Carlos Condorelli , and each of them, jointly and severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of the dates indicated
Signatures | Title | Date | ||
/s/ Paolo Rocca | Chief Executive Officer and Chairman | April 3, 2006 | ||
Paolo Rocca | (principal executive officer) | |||
/s/ Guillermo Vogel | Director, Vice President, Finance | April 3, 2006 | ||
Guillermo Vogel | ||||
/s/ Carlos Condorelli | Chief Financial Officer | April 3, 2006 | ||
Carlos Condorelli | (principal financial and accounting officer) | |||
/s/ Roberto Bonatti | Director | April 3, 2006 | ||
Roberto Bonatti |
Signatures | Title | Date | ||
Director | , 2006 | |||
Carlos Franck | ||||
/s/ Bruno Marchettini | Director | April 3, 2006 | ||
Bruno Marchettini | ||||
Director | , 2006 | |||
Roberto Monti | ||||
Director | , 2006 | |||
Gianfelice Mario Rocca | ||||
Director | , 2006 | |||
Jaime Serra Puche | ||||
/s/ Amadeo Vázquez y Vázquez | Director | April 3, 2006 | ||
Amadeo Vázquez y Vázquez | ||||
/s/ Giovanni Gallo | Authorized Representative in the | April 3, 2006 | ||
Giovanni Gallo | United States |
INDEX TO EXHIBITS
Exhibit Number | ||
(a)(2) | Form of Amendment to Deposit Agreement. | |
(d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. | |
(e) | Rule 466 Certification |