F-6 POS 1 h01320fv6pos.txt HANAROTELECOM INCORPORATED Registration No. 333-11616 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS HANAROTELECOM INCORPORATED (Exact name of issuer of deposited securities as specified in its charter) hanarotelecom incorporated (Translation of issuer's name into English) REPUBLIC OF KOREA (Jurisdiction of incorporation or organization of issuer) DEUTSCHE BANK TRUST COMPANY AMERICAS (Exact name of depositary as specified in its charter) 60 Wall Street New York, New York 10005 (212) 250 9100 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices) CT Corporation System 111 Eighth Avenue New York, New York 10011 1-212-894-8440 (Address, including zip code, and telephone number, including area code, of agent for service) Copies to: DEUTSCHE BANK TRUST COMPANY AMERICAS ATTENTION: ADR DEPARTMENT 60 WALL STREET, NEW YORK, NEW YORK 10005 (212) 250-9100 It is proposed that this filing become effective under Rule 466: [X] immediately upon filing. [ ] on (Date) at (Time). If a separate registration statement has been filed to register the deposited shares, check the following box : [ ] CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------- Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered Registered Aggregate Price Per ADS Aggregate Offering Price(1) Registration Fee ----------------------------------------------------------------------------------------------------------------------------------- American Depositary Shares evidenced by N/A N/A N/A N/A American Depositary Receipts, each American Depositary Share representing one common share of hanarotelecom incorporated -----------------------------------------------------------------------------------------------------------------------------------
(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 receipts evidencing American Depositary Shares. -------------------------------------------------------------------------------- This Post-Effective Amendment 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. The Prospectus consists of the form of American Depositary Receipt included as Exhibit A to the form of Amendment to Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective Amendment to Registration Statement on Form F-6, and incorporated herein by reference. PART I INFORMATION REQUIRED IN PROSPECTUS ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED Cross Reference
Location in Form of Receipt Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- 1. Name and address of depositary Introductory Article 2. Title of American Depositary Receipts and identity Face of American Depositary Receipt, top center of deposited securities Terms of Deposit: (i) The amount of deposited securities Face of American Depositary Receipt, upper right corner represented by one unit of American Depositary Receipts (ii) The procedure for voting the deposited Article 17 securities (iii) The collection and distribution of dividends Article 13 (iv) The transmission of notices, reports and Article 11 proxy soliciting material (v) The sale or exercise of rights Article 14 (vi) The deposit or sale of securities resulting Articles 3, 13, 14, 16 and 18 from dividends, splits or plans of reorganization (vii) Amendment, extension or termination of the Articles 21 and 22 deposit arrangement (viii) Rights of holders of the American Article 11 Depositary Receipts to inspect the transfer books of the depositary and the list of holders of American Depositary Receipts
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Location in Form of Receipt Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- (ix) Restrictions upon the right to deposit or Articles 2, 4 and 6 withdraw the underlying securities (x) Limitation upon the liability of the Articles 14, 19 and 22 depositary 3. Fees and Charges Article 7 ITEM - 2. AVAILABLE INFORMATION Statement that hanarotelecom incorporated publishes on Article 11 its web site or otherwise furnishes the Commission with certain public reports and documents required by foreign law or otherwise under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended, and that, to the extent furnished to the Commission, 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.
-3- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. EXHIBITS (a)(1) Form of Deposit Agreement among hanarotelecom incorporated, Deutsche Bank Trust Company Americas as Depositary, and each Registered Holder and Beneficial Owner from time to time of American Depositary Receipts issued thereunder. Previously filed (a)(2) Form of Amendment No. 2 to Deposit Agreement. 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. 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 years. Not Applicable. (d) Opinion of counsel to the Depositary as to the legality of the securities being registered. Previously filed (e) Certification under Rule 466. Filed herewith as Exhibit (e). Powers of Attorney for certain officers and directors and the authorized representative of the Company. Set forth on 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 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- SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the registrant 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 the city of New York, State of New York, on the 28th day of June, 2007.
Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares each representing one common share of hanarotelecom incorporated. Deutsche Bank Trust Company Americas, as Depositary By: /s/ Tom Murphy --------------------- Name: Tom Murphy Title: Vice President By: /s/ Clare Benson --------------------- Name: Clare Benson Title: Vice President
-5- Pursuant to the requirements of the Securities Act of 1933, hanarotelecom incorporated has 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 Seoul, Republic of Korea on June 28, 2007.
HANAROTELECOM INCORPORATED By: /s/ Janice Lee --------------------------- Name: Janice Lee Title: Senior Executive Vice President & CFO
-6- Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on June 28, 2007.
Name Title ----- ----- /s/ Byung-Moo Park Representative Director, President & CEO ------------------------------------- Byung-Moo Park /s/ David Yeung Director ------------------------------------- David Yeung /s/ Wilfried Kaffenberger Director ------------------------------------- Wilfried Kaffenberger /s/ Paul Chen Director ------------------------------------- Paul Chen /s/ Varun Bery Director ------------------------------------- Varun Bery /s/ Sung Kyou Park Director ------------------------------------- Sung Kyou Park /s/ Sun Woo Kim Director ------------------------------------- Sun Woo Kim /s/ Steven J. Schneider Director ------------------------------------- Steven J. Schneider /s/ Afshin Mohebbi Director ------------------------------------- Afshin Mohebbi /s/ Peter Whang Director ------------------------------------- Peter Whang /s/ Janice Lee Senior Executive Vice President & CFO ------------------------------------- Janice Lee Authorized Representative in the United States ------------------------------------- -7-
INDEX TO EXHIBITS
Exhibit Number ------ (a)(2) Form of Amendment to Deposit Agreement (e) Rule 466 Certification
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