F-6 1 e601947_f6-acorn.txt FORM F-6 As filed with the Securities and Exchange Commission on April 17, 2007 Registration No. 333 - ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ------------- ACORN INTERNATIONAL, INC. (Exact name of issuer of deposited securities as specified in its charter) ------------- [N/A] (Translation of issuer's name into English) ------------- THE CAYMAN ISLANDS (Jurisdiction of incorporation or organization of issuer) ---------------------------- CITIBANK, N.A. (Exact name of depositary as specified in its charter) ------------- 388 Greenwich Street New York, New York 10013 (212) 816-6763 (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 (212) 894-8940 (Address, including zip code, and telephone number, including area code, of agent for service) ---------------------------- Copies to: Kurt J. Berney, Esq. Howard Zhang, Esq. Herman H. Raspe, Esq. O'Melveny & Myers LLP O'Melveny & Myers LLP Patterson Belknap Webb & Tyler LLP 37th & 38th Floors Suite 312, China World Tower I 1133 Avenue of the Americas Plaza 66 1 Jian Guo Men Wai Avenue New York, New York 10036 1266 Nanjing Road West Shaghai 200040 Beijing, 100004 (212) 336-2000 People's Republic of China People's Republic of China (8621) 2307-7007 (8610) 6505-2612
---------------------------- It is proposed that this filing become effective under Rule 466: |_| immediately upon filing. |_| on (Date) at (Time). If a separate registration statement has been filed to register the deposited shares, check the following box : |X| ---------------------------- CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of Securities to be Registered Registered Per Unit* Price** Registration Fee ----------------------------------------------------------------------------------------------------------------------------- American Depositary Shares, each representing three (3) ordinary shares, par value $0.01 per share, 100,000,000 $5.00 $5,000,000.00 $153.50 of Acorn International, Inc. -----------------------------------------------------------------------------------------------------------------------------
* Each unit represents 100 American Depositary Shares. ** 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 Shares. -------------------------------------------------------------------------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. This Registration Statement 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. ii 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 Face of Receipt - Introductory principal executive office Article. 2. Title of Receipts and identity of Face of Receipt - Top Center. deposited securities Terms of Deposit: (i) The amount of deposited Face of Receipt - Upper right securities represented by one corner. American Depositary Share ("ADSs") (ii) The procedure for voting, if any, Reverse of Receipt - Paragraphs the deposited securities (16) and (17). (iii) The collection and distribution Reverse of Receipt -Paragraph of dividends (14). (iv) The transmission of notices, Face of Receipt - Paragraph (13); reports and proxy soliciting Reverse of Receipt - Paragraphs material (16) and (17). (v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14) and (16). (vi) The deposit or sale of securities Face of Receipt - Paragraphs (3) resulting from dividends, splits and (6); or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18). (vii) Amendment, extension or Reverse of Receipt - Paragraphs termination of the deposit (22) and (23) (no provision for agreement extensions). (viii) Rights of holders of Receipts to Face of Receipt - Paragraph (13). inspect the transfer books of the Depositary and the list of holders of ADSs I-1 Location in Form of American Depositary Receipt ("Receipt") Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- (ix) Restrictions upon the right to Face of Receipt - Paragraphs (2), deposit or withdraw the (3), (4), (6), (7), (9) and (10). underlying securities (x) Limitation upon the liability of Face of Receipt - Paragraph (7); the Depositary Reverse of Receipt - Paragraphs (19) and (20). (xi) Fees and charges which may be Face of Receipt - Paragraph (10). imposed directly or indirectly on holders of ADSs Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13). Acorn International, Inc. (the "Company") is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the United States Securities and Exchange Commission (the "Commission"). These reports can be retrieved from the Commission's website (www.sec.gov), and can be inspected by holders of ADSs and copied at public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549, and at the principal executive office of the Depositary. I-2 PROSPECTUS The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference. I-3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. EXHIBITS (a) Form of Deposit Agreement, by and among Acorn International, Inc. (the "Company"), Citibank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (the "Deposit Agreement"). -- Filed herewith as Exhibit (a). (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. -- None. (d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. -- Filed herewith as Exhibit (d). (e) Certificate under Rule 466. -- None. (f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. -- Set forth on the signature pages hereto. II-1 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 ADSs, 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 an ADS thirty (30) days before any change in the fee schedule. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, by and among Acorn International, Inc., Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares to be 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 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 17th day of April, 2007. Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing three (3) ordinary shares, par value $0.01 per share, of Acorn International, Inc. CITIBANK, N.A., solely in its capacity as Depositary By: /s/ Susan A. Lucanto -------------------------------------- Name: Susan A. Lucanto Title: Vice President II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Acorn International, Inc. 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 Shanghai, People's Republic of China, on April 17, 2007. ACORN INTERNATIONAL, INC. By: /s/ James Yujun Hu ------------------------------------------- Name: James Yujun Hu Title: Chairman and Chief Executive Officer II-4 POWERS OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of James Yujun Hu, Gordon Xiagong and David Chenghong He and each of them to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such 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 attorney-in-fact and agent 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 to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Signature Title --------- ----- /s/ James Yujun Hu ---------------------------- Chairman of the Board, chief executive officer James Yujun Hu (principal executive officer) /s/ Don Dongjie Yang ---------------------------- Don Dongjie Yang Director, president /s/ Guoying Du ---------------------------- Guoying Du Director, vice president /s/ Robert W. Roche ---------------------------- Robert W. Roche Director /s/ Andrew Y. Yan ---------------------------- Andrew Y. Yan Director /s/ Gordon Xiaogang Wang ---------------------------- Gordon Xiaogang Wang Vice President, chief financial officer II-5 Signature of Authorized Representative in the United States Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Acorn International, Inc., has signed this registration statement or amendment thereto in Newark, Delaware, on April 17, 2007. Puglisi & Associates By: /s/ Donald J. Puglisi ------------------------------ Name: Donald J. Puglisi Title: Managing Director II-6 Index to Exhibits Exhibit Numbered Page Document Sequentially ------------- -------- ------------ (a) Form of Deposit Agreement (d) Opinion of counsel to the Depositary