333-114874
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT TO FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
HONDA MOTOR CO., LTD.
(Honda Giken Kogyo Kabushiki Kaisha)
(Exact name of Issuer of deposited securities as specified in its charter)
Japan
(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, New York 10004
Tel. No.: (212) 623-0636
(Address, including zip code, and telephone number of depositary's principal offices)
Tetsuo Oshima
Honda North America, Inc.
540 Madison Avenue, 32nd Floor
New York, New York 10022
(212) 355-9191
(Address, including zip code, and telephone number of agent for service)
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
It is proposed that this filing become effective under Rule 466
x immediately upon filing o on (date) at (time)
If a separate registration statement has been filed to register the deposited shares, check the following box. o
CALCULATION OF REGISTRATION FEE | ||||
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum 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 one share of Common Stock of Honda Motor Co. Ltd. | n/a | n/a | n/a | n/a |
(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 such Receipts evidencing such 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. 333-14228. This Registration Statement constitutes Post-Effective Amendment No. 2 to Registration Statement No. 333-14228.
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.
The Prospectus consists of the form of American Depositary Receipt ("Receipt" or "ADR") filed as Exhibit (a) to this Registration Statement.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
CROSS REFERENCE SHEET
1 | Name of depositary and | Face of Receipt; introductory | ||
address of its principal | paragraph and bottom | |||
executive office | ||||
2 | Title of American Depositary | Face of Receipt, top and | ||
Receipts and identity of | introductory paragraph | |||
deposited securities | ||||
Terms of Deposit: | ||||
(i) | The amount of deposited | Face of Receipt, introductory | ||
securities represented by | paragraph | |||
one unit of American | ||||
Depositary Receipts | ||||
(ii) | The procedure for voting, | Reverse of Receipt, paragraphs | ||
if any, the deposited | 14, 15 and 24 | |||
securities | ||||
(iii) | The collection and | Face of Receipt, paragraph 7; | ||
distribution of dividends | Reverse of Receipt, paragraph 12 | |||
(iv) | The transmission of | Reverse of Receipt, paragraphs | ||
notices, reports and | 15 and 17 | |||
proxy solicitation material | ||||
(v) | The sale or exercise of | Face of Receipt, paragraph 7; | ||
rights | Reverse of Receipt, paragraph 13 | |||
(vi) | The deposit or sale of | Face of Receipt, paragraph 7; | ||
securities resulting from | Reverse of Receipt, paragraphs | |||
dividends, splits or plans | 12, 13, and 16 | |||
of reorganization |
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Location in Form of | ||||
Item Number | Receipt Filed | |||
and Caption | Herewith as Prospectus | |||
(vii) | Amendment, extension or | Face of Receipt, paragraph | ||
termination of the deposit | 9; Reverse of Receipt, | |||
agreement | paragraph 21 | |||
(viii) | Rights of holders of Receipts | Reverse of Receipt, paragraph 17 | ||
to inspect the transfer books | ||||
of the Depositary and the | ||||
lists of holders of Receipts | ||||
(ix) | Restrictions upon the right | Face of Receipt, paragraphs | ||
to deposit or withdraw the | 3, 4, 5, 6 and 7 | |||
underlying securities | ||||
(x) | Limitation upon the liability | Reverse of Receipt, paragraphs | ||
of the Depositary and/or the | 18 and 19 | |||
Company | ||||
3 | Description of all fees and | Face of Receipt, paragraph 10 | ||
charges which may be imposed | ||||
directly or indirectly against | ||||
the holders of Receipts | ||||
Item 2. AVAILABLE INFORMATION | ||||
Location in Form of | ||||
Item Number | Receipt Filed | |||
and Caption | Herewith as Prospectus | |||
2(b) Statement that the foreignReverse of Receipt, paragraph (23) | ||||
issuer is subject to the periodic | ||||
reporting requirements of the Securities | ||||
Exchange Act of 1934 and, accordingly, files | ||||
certain reports with the Securities and Exchange | ||||
Commission |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) | Form of Amendment to Deposit Agreement, including form of American Depositary Receipt. Filed herewith. |
(b) | Any other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of the deposited securities represented thereby. - None. |
(c) | Any 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. - None. |
(d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. Previously Filed. |
(e) | Certification under Rule 466. Filed herewith. |
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 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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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 of the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to 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 June 28, 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 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Honda Motor Co., Ltd. (Honda Giken Kogyo Kabushiki Kaisha) 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 Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Tokyo, Japan on June 28, 2006.
HONDA MOTOR CO., LTD. | |
(Honda Giken Kogyo Kabushiki Kaisha) | |
By: /s/Kunio Endo | |
Name:Kunio Endo | |
Title:General Manager of Finance Division |
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Takeo Fukui, Satoshi Aoki and Fumihiko Ike, 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 Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated as of June 28, 2006.
Name | Title | |
/s/Takeo Fukui | President and Representative Director | |
Takeo Fukui | (Chief Executive Officer) | |
/s/Satoshi Aoki | Executive Vice President and Representative Director | |
Satoshi Aoki | ||
Senior Managing and Representative Director | ||
Minoru Harada | ||
/s/Motoatsu Shiraishi* | Senior Managing and Representative Director | |
Motoatsu Shiraishi | ||
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/s/Satoshi Dobashi* | Senior Managing and Representative Director | |
Satoshi Dobashi | ||
/s/Atsuyoshi Hyogo* | Senior Managing and Representative Director | |
Atsuyoshi Hyogo | ||
/s/Satoshi Toshida* | Senior Managing and Representative Director | |
Satoshi Toshida | ||
Senior Managing and Representative Director | ||
Koki Hirashima | ||
Senior Managing and Representative Director | ||
Koichi Kondo | ||
/s/Mikio Yoshimi* | Senior Managing and Representative Director | |
Mikio Yoshimi | ||
/s/Toru Onda* | Managing Director | |
Toru Onda | ||
/s/Akira Takano* | Managing Director | |
Akira Takano | ||
/s/Shigeru Takagi* | Managing Director | |
Shigeru Takagi | ||
/s/Hiroshi Kuroda* | Managing Director | |
Hiroshi Kuroda | ||
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Managing Director | ||
Tetsuo Iwamura | ||
/s/Tatsuhiro Oyama* | Managing Director | |
Tatsuhiro Oyama | ||
Director | ||
Satoru Kishi | ||
Director | ||
Kensaku Hogen | ||
Director and Advisor | ||
Hiroyuki Yoshino | ||
/s.Fumihiko Ike | Director | |
Fumihiko Ike | (Chief Financial and Accounting Officer) | |
/s/Tetsuo Oshima* | Authorized Representative | |
in the United States | ||
Tetsuo Oshima | ||
By:/s/Takeo Fukui | ||
Name: Takeo Fukui | ||
Title: Power of Attorney |
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