F-6EF 1 e605971_f6ef-kpn.htm Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on October 23, 2009
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
___________________

KONINKLIJKE KPN N.V.
(Exact name of issuer of deposited securities as specified in its charter)

N/A
(Translation of issuer's name into English)

The Netherlands
(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)
____________________

KPN INS, Inc.,
424 West 33rd Street, 3rd Floor
New York, New York 10001
Phone: (781) 505 7500
(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
x
immediately upon filing
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 aggregate 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 ordinary share of Koninklijke KPN N.V.
50,000,000
American Depositary Shares
$0.05
$2,500,000
$139.50
(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.
 

 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included 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 and bottom of face of American Depositary Receipt
       
(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 ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
 
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)
 
2

 
Item 2.  AVAILABLE INFORMATION

Item Number and Caption
 
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus 
         
  (a) 
Statement that Koninklijke KPN N.V. publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.kpn.com/corporate/en/ir.htm) or through an electronic information delivery system generally available to the public in its primary trading market.
 
Paragraph (8)
 
3

 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)(1)
Form of Amended and Restated Deposit Agreement dated as of December   , 2005 among Koninklijke KPN N.V., JPMorgan Chase Bank, N.A., 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. 333-130658 and incorporated herein by reference..
 
 
(a)(2)
Form of American Depositary Receipt.  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).
 
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.
 
4

 
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 October 23, 2009.
 
 
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
 
 
5

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Koninklijke KPN N.V. 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on September 30, 2009.
 
 
 
Koninklijke KPN N.V.
 
       
       
  By: /s/ A.J. Scheepbouwer  
  Name:
A.J. Scheepbouwer
 
  Title:
Chairman of the Board of Management and CEO
 
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints A.J. Scheepbouwer and _________ and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with the 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 post-effective amendments, and supplements to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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 and on the dates indicated:
 
Signatures
 
Title
 
Date
         
         
/s/A. H. J. Risseeuw
 
Chairman of the Supervisory Board
 
September 30, 2009
A. H. J. Risseeuw
       
         
         
/s/M. Bischoff
 
Member of the Supervisory Board
 
September 30, 2009
M. Bischoff
       
         
         
/s/C. M. Colijn-Hooymans
 
Member of the Supervisory Board
 
September 30, 2009
C. M. Colijn-Hooymans
       
         
         
/s/D. I . Jager
 
Member of the Supervisory Board
 
September 30, 2009
D. I. Jager
       
 
6

 
/s/M. E. van Lier Lels
 
Member of the Supervisory Board
 
September 30, 2009
M.E. van Lier Lels
       
         
         
/s/J. B. M. Streppel
 
Member of the Supervisory Board
 
September 30, 2009
J.B.M. Streppel
       
         
         
/s/R. J. Routs
 
Member of the Supervisory Board
 
September 30, 2009
R.J. Routs
       
         
         
/s/D. J. Haank
 
Member of the Supervisory Board
 
September 30, 2009
D.J. Haank
       
         
         
/s/A. J. Scheepbouwer
 
Chairman of the Board of Management
 
September 30, 2009
A.J. Scheepbouwer
 
and Chief Executive Officer
   
         
         
/s/C. M. S. Smits-Nusteling
 
Member of the Board of Management,
 
September 30, 2009
C. M. S. Smits-Nusteling
 
Chief Financial Officer
   
         
         
/s/E. Blok                      
 
Member of the Board of Management
 
September 30, 2009
E. Blok
       
         
         
/s/S. P. Miller
 
Member of the Board of Management
 
September 30, 2009
S.P. Miller
       
         
         
/s/J. B. P. Coopmans
 
Member of the Board of Management
 
September 30, 2009
J.B.P. Coopmans
       

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Koninklijke KPN N.V. , has signed this Registration Statement in New York, New York, on October 6, 2009.
 
 
 
Authorized U.S. Representative
 
       
  By:
/s/Patrick Meijer
 
   
Name: Patrick Meijer
 
 
7

 
INDEX TO EXHIBITS

Exhibit Number
 
Sequentially Numbered Page
     
(a)(2)
Form of American Depositary Receipt.
 
     
(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