F-6 POS 1 e602705_f6pos-tsmc.txt As filed with the Securities and Exchange Commission on November 16, 2007 Registration No. 333-142718* ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ------------------------- (Exact name of issuer of deposited securities as specified in its charter) ------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED (Translation of issuer's name into English) ------------------------- The Republic of China (Jurisdiction of incorporation or organization of issuer) -------------------------------------- CITIBANK, N.A. (Exact name of depositary as specified in its charter) ------------------------- 399 Park Avenue New York, New York 10043 (212) 816-6690 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices) ------------------------- TSMC North America 2585 Junction Avenue San Jose, California 95134 USA (408) 382-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------------- Copies to: Michael G. DeSombre, Esq. Herman H. Raspe, Esq. Sullivan & Cromwell LLP Patterson Belknap Webb & Tyler LLP Nine Queen's Road Central, 28th Floor 1133 Avenue of the Americas Hong Kong New York, New York 10036 (212) 336-2000 ---------------------------------- It is proposed that this filing become effective under Rule 466: (check the appropriate box) |_| immediately upon filing. |_| on (Date) at (Time). If a separate registration statement has been filed to register the deposited shares, check the following box : |_| * - This Post-Effective Amendment No. 1 to Form F-6 hereby also amends Registration Statement Nos. 333-7610, 333-9676, 333-11958, 333-14230, 333-123814 and 333-126397. This Post-Effective Amendment No. 1 to Registration Statement on Form F-6 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. PROSPECTUS The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6, which is incorporated herein by reference. II-1 PART I INFORMATION REQUIRED IN PROSPECTUS Cross Reference Sheet Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American Depositary Receipt ("Receipt") Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- 1. Name of Depositary and address of its principal Face of Receipt - introductory executive office paragraph 2. Title of Receipts and identity of deposited Face of Receipt - top center and securities introductory paragraph Terms of Deposit: (i) The amount of deposited securities Face of Receipt - upper right corner represented by one American Depositary Share (ii) The procedure for voting, if any, the Reverse of Receipt - Paragraphs (17) deposited securities (18), (19) and (20). (iii) The collection and distribution of Face of Receipt - Paragraphs (2), (6) dividends (8) and (10); Reverse of Receipt - Paragraphs (16) and (17) (iv) The transmission of notices, reports and Reverse of Receipt - Paragraphs (17), proxy-soliciting material (18) and (22).
II-2
Location in Form of American Depositary Receipt ("Receipt") Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- (v) The sale or exercise of rights Face of Receipt - Paragraph (5), (6), (8) and (10); Reverse of Receipt - Paragraphs (16) and (17). (vi) The deposit or sale of securities Face of Receipt - Paragraphs (4), (5), resulting from dividends, splits or plans (6), (8) and (10); of reorganization Reverse of Receipt - Paragraphs (16), (17) and (21). (vii) Amendment, extension or termination Reverse of Receipt - Paragraphs (26) the deposit agreement and (27) (no provision for extensions). (viii) Rights of holders of Receipts to inspect Face of Receipt - Paragraph (22). the transfer books of the Depositary and the list of holders of Receipts (ix) Restrictions upon the right to deposit or Face of Receipt - Paragraphs (2), withdraw the underlying securities (3), (5), (6), (7), (8) and (10). (x) Limitation upon the liability of the Reverse of Receipt - Paragraph (24) Depositary 3. Fees and charges which may be imposed Face of Receipt - Paragraph (9); directly or indirectly on holders of Receipts Reverse of Receipt - Paragraphs (19) and (20). Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (15).
Taiwan Semiconductor Manufacturing Company Limited (the "Company") is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files or submits certain reports with the United States Securities and Exchange Commission (the "Commission"). These reports and other information can be retrieved from the Commission's website (www.sec.gov), and can be inspected by holders of American Depositary Shares and copied at public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549. II-3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. EXHIBITS (a)(i) Form of Amended and Restated Deposit Agreement, dated as of ___, 2007, by and among Taiwan Semiconductor Manufacturing Company Limited (the "Company"), Citibank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. -- Filed herewith as Exhibit (a)(i). (a)(ii) Amended and Restated Deposit Agreement, dated as of April 13, 2005, as further amended and restated as of November 30, 2005 among the Company, the Depositary and all Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder.* (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. -- None. (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 (3) years. -- None. (d) Opinion of counsel for the Depositary as to the legality of the securities to be registered.* (e) Certificate under Rule 466. -- None. (f) Powers of Attorney for certain officers and directors and the authorized representative of the Company.* * Previously filed and incorporated by reference to the Registration Statement on Form F-6 (Reg. No. 333-142718), filed with the Commission on May 8, 2007. II-4 Item 4. UNDERTAKINGS (a) The Depositary 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 (30) days before any change in the fee schedule. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Amended and Restated Deposit Agreement, by and among Taiwan Semiconductor Manufacturing Company Limited, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares 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 Post-Effective Amendment No. 1 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 the 16th day of November, 2007. Legal entity to be created by the Amended and Restated Deposit Agreement, as amended and supplemented, for the issuance of American Depositary Shares issued thereunder, each American Depositary Share representing five (5) shares of common stock, par value NT $10.00 per share, of Taiwan Semiconductor Manufacturing Company Limited. CITIBANK, N.A., solely in its capacity as Depositary By: /s/ Emi Mak ---------------------------------------- Name: Emi Mak Title: Vice President II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Taiwan Semiconductor Manufacturing Company Limited 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 No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Taipei, Taiwan, Republic of China on this 16th day of November, 2007. Taiwan Semiconductor Manufacturing Company Limited By: /s/ Lora Ho ----------------------------------------- Name: Lora Ho Title: Vice President and Chief Financial Officer II-7 Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on November 16, 2007. Signature Title --------- ----- * Chairman -------------------------------- Morris Chang * Director and Vice Chairman -------------------------------- F.C. Tseng * Director, President and Chief -------------------------------- Executive Officer Rick Tsai * Director -------------------------------- Chintay Shih * Director -------------------------------- Stan Shih Director -------------------------------- Lester Carl Thurow Director -------------------------------- Sir Peter Leahy Bonfield Director -------------------------------- Carleton (Carly) S. Fiorina II-8 /s/ Lora Ho Vice President, Chief Financial --------------------------- Officer and Spokesperson Lora Ho * Chief Accounting Officer or --------------------------- Controller Jessica Chou * By: /s/ Lora Ho ---------------- Lora Ho Attorney-in-fact II-9 SIGNATURE OF AUTHORIZED REPRESENTATIVE OF TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Taiwan Semiconductor Manufacturing Company Limited, has signed this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 on the 16th day of November, 2007. TSMC NORTH AMERICA By: /s/ Naomi Obinata ----------------------- Name: Naomi Obinata Title: Deputy Director II-10 Index to Exhibits Sequentially Exhibit Document Numbered Page ------- -------- ------------- (a)(i) Form of Amended and Restated Deposit Agreement