F-6EF 1 smcf6ef.htm F-6EF
As filed with the Securities and Exchange Commission on October 17, 2023 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

 

SMC Corporation

(Exact name of issuer of deposited securities as specified in its charter)

 

N/A

(Translation of issuer's name into English)

 

Japan

(Jurisdiction of incorporation or organization of issuer)

 

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

 

240 Greenwich Street New York, N.Y. 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________________

The Bank of New York Mellon

Legal Department

240 Greenwich Street

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3032

 

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

Securities to be registered

 Amount to be registered Proposed maximum offering price per unit (1) Proposed maximum  aggregate offering price Amount of registration fee

 

American Depositary Shares representing ordinary shares of SMC Corporation

 

100,000,000

American Depositary Shares

 

$5.00

 

$5,000,000

 

$738.00

(1)For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares or portion thereof.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

 

Item - 1. Description of Securities to be Registered

 

 

Item Number and Caption

 

  

Location in Form of Receipt Filed Herewith as Prospectus

 

1.       Name and address of depositary

 

   Introductory Article

2.       Title of American Depositary Receipts and identity of deposited securities

 

   Face of Receipt, top center

Terms of Deposit:

 

    
(i)   The amount of deposited securities represented by one unit of American Depositary Receipts   Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities   Article number 17
(iii)   The collection and distribution of dividends   Articles number 4, 13, 15, and 16
(iv)  The transmission of notices, reports and proxy soliciting material   Articles number 12, and 17
(v)   The sale or exercise of rights   Article number 14
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization   Articles number 13, 14, and 18
(vii)  Amendment, extension or termination of the deposit agreement   Article number 21 and 22
(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts   Article number 12
(ix)  Restrictions upon the right to deposit or withdraw the underlying securities   Articles number 2, 3, 4, 5, 6, and 8
(x)   Limitation upon the liability of the depositary   Article number 19

3.       Fees and Charges

 

   Article 8
  Item - 2. Available Information    
    Public reports furnished by issuer   Article number 12
         

 

 
 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

 

 

Item - 3. Exhibits

 

a. Form of Deposit Agreement dated as of March 7, 2014 among SMC Corporation, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. – Filed herewith as Exhibit 1.
b. Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – 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 Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
e. Certification under Rule 466. – Filed herewith as Exhibit 5.

 

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 depositary shares, 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 depositary shares thirty days before any change in the fee schedule.

 

 
 

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 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 17, 2023.

 

Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of SMC Corporation

 

By: The Bank of New York Mellon
    As Depositary
   
   
  By:

/s/ Lance Miller

  Name: Lance Miller
  Title: Director

 

 

 

 

 
 

Pursuant to the requirements of the Securities Act of 1933, SMC Corporation has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Tokyo, Japan, on October 17, 2023.

 

SMC Corporation
 
 
By:

/s/ Masahiro Ota

Name: Masahiro Ota
Title: Director and Executive Officer

 

 

Each person whose signature appears below hereby constitutes and appoints Yoshiki Takada and Masahiro Ota, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, 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, this Registration Statement has been signed below by the following persons in the capacities indicated on October 17, 2023.

 

/s/ Yoshiki Takada

 President
Yoshiki Takada Representative Director
  (principal executive officer)
   

/s/ Yoshitada Doi

 Director and Managing Executive Officer
Yoshitada Doi  
   
   

/s/ Toshio Isoe

 Director and Executive Officer
Toshio Isoe  
   
   

/s/ Masahiro Ota

 Director and Executive Officer
Masahiro Ota (principal financial and accounting officer)
   
   

/s/ Susumu Maruyama

 Director and Executive Officer
Susumu Maruyama  
   
   

/s/ Samuel Neff

 Director and Executive Officer
Samuel Neff  
   
   

/s/ Koji Ogura

 Director and Executive Officer
Koji Ogura  
   
   
   
   
  Authorized Representative in the United States
   
   
By:

/s/ Kelley Stacy

  
Name Kelley Stacy  
Title: Director and Executive Officer  
  President of SMC Corporation of America  

 

 

 
 

INDEX TO EXHIBITS

 

 

Exhibit

Number

Exhibit
   
1 Form of Deposit Agreement dated as of March 7, 2014 among SMC Corporation, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder.
   
   
   
4 Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered.
   
   
5 Certification Under Rule 466.