F-6EF 1 e602979_f6ef-seikoepson.txt As filed with the Securities and Exchange Commission on December 14, 2007 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS SEIKO EPSON CORP. -------------------------------------------------------------------------- (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) 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) Citibank, N.A. Depositary Receipts Services 388 Greenwich Street - 14th Floor New York, NY 10013 212-816-6690 --------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code of agent for service) -------------------------------- Copies to: Patricia Brigantic, Esq. Citibank, N.A. 388 Greenwich Street, 17th Floor New York, New York 10013 -------------------------------- 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 ------------------------------------------------------------------------------------------------------------------------------------ Proposed Maximum Proposed Amount of Title of Each Class of Amount to be Aggregate Offering Maximum Aggregate Registration Securities to be Registered Registered Price Per Unit(1) Offering Price(2) Fee ------------------------------------------------------------------------------------------------------------------------------------ American Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs"), each ADS representing one-half (1/2) of one share of common stock of Seiko Epson Corp. 50,000,000 $5.00 $2,500,000.00 $76.75 ------------------------------------------------------------------------------------------------------------------------------------
(1) Each unit represents 100 American Depositary Shares. (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 ADRs evidencing such American Depositary Shares. 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 and address of depositary Face of Receipt - Introductory Paragraph 2. Title of American Depositary Receipts and Face of Receipt - Top center identity of deposited securities 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 12 and 14 deposited securities (iii) The collection and distribution of dividends Reverse of Receipt - Paragraph 13 (iv) The transmission of notices, reports and Reverse of Receipt - Paragraphs 11 and 12 proxy soliciting material (v) The sale or exercise of rights Reverse of Receipt - Paragraphs 13 and 14 (vi) The deposit or sale of securities resulting Reverse of Receipt - Paragraphs 13 and 16 from dividends, splits or plans of reorganization II-2 (vii) Amendment, extension or termination of the Reverse of Receipt - Paragraphs 18 and 19 deposit agreement (no provision for extension) (viii) Rights of holders of Receipts to inspect Face of Receipt - Paragraph 3 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 1, 2, 4 and 6; withdraw the underlying securities Reverse of Receipt - Paragraphs 15, 16 and 17 (x) Limitation upon the liability of the Depositary Face of Receipt - Paragraphs 1, 2, 4 and 7; Reverse of Receipt - Paragraphs 16 and 17 3. Fees and charges which may be imposed Reverse of Receipt - Paragraph 20 directly or indirectly on holders of Receipts Item 2. AVAILABLE INFORMATION Reverse of Receipt - Paragraph 11
As set forth in Paragraph 11 of the Form of Receipt constituting the Prospectus attached hereto as Exhibit (a), Seiko Epson Corp. furnishes the United States Securities and Exchange Commission (the "Commission") with certain public reports and documents required by foreign law or otherwise in accordance with Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended. These public reports and documents can be inspected by holders of Receipts and copied at public reference facilities maintained by the Commission located at 100 F Street, Room 1580, N.E., Washington, D.C. 20549. II-3 PROSPECTUS THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AND FILED AS EXHIBIT (A) TO THIS REGISTRATION STATEMENT IN ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 CONSTITUTES THE PROSPECTUS RELATING TO THE AMERICAN DEPOSITARY RECEIPTS AND IS INCORPORATED HEREIN BY REFERENCE. II-4 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. EXHIBITS (a) Form of Deposit Agreement. - The agreement between CITIBANK, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts evidencing American Depositary Shares registered hereunder is contained in the form of the American Depositary Receipt filed as Exhibit (a) to this Registration Statement. (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. - 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. - None. (d) Opinion of counsel to the Depositary, as to the legality of the securities to be 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 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) 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, 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 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 14th day of December, 2007. Legal entity created by the form of agreement contained in the American Depositary Receipts evidencing American Depositary Shares, each American Depositary Share representing one-half (1/2) of one share of common stock, of Seiko Epson Corp. CITIBANK, N.A., as Depositary By: /s/ Thomas Crane ------------------------- Name: Thomas Crane Title: Vice President Index to Exhibits Sequentially Exhibit Document Numbered Page ------- -------- ------------- (a) Form of American Depositary Receipt (d) Opinion of Counsel to the Depositary (e) Certification under Rule 466