F-6EF 1 y71731bfv6ef.htm FORM F-6 F-6EF
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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
 
Adecco S.A.
(Exact name of Issuer of deposited securities as specified in its charter)
Switzerland
(Jurisdiction of Incorporation or organization of Issuer)
 
JPMorgan Chase Bank, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, New York 10004
Tel. No.: (212) 623-0636
(Address, including zip code, and telephone number of depositary’s principal offices)
 
JPMorgan Chase Bank, N.A.
ADR Department
4 New York Plaza, 13th Floor
New York, New York 10004
Tel. No.: (212) 623-2008
(Address, including zip code, and telephone number of agent for service)
 
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates, LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
     It is proposed that this filing become effective under Rule 466
          þ immediately upon filing    o on [date] at [time]
If a separate registration statement has been filed to register the deposited shares, check the following box. o
CALCULATION OF REGISTRATION FEE
                             
 
                    Proposed        
              Proposed     Maximum        
        Amount     Maximum     Aggregate     Amount of  
  Title of Each Class of     to be     Offering     Offering     Registration  
  Securities to be Registered     Registered     Price Per Unit (1)     Price (2)     Fee  
 
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one half of one ordinary share of Adecco S.A.
     50,000,000     $0.05     $2,500,000     $98.25  
 
(1)   Each unit represents one American Depositary Share.
 
(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 Receipts evidencing such American Depositary Shares.
 
 

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PART I INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item 2. AVAILABLE INFORMATION
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
Item 4. UNDERTAKINGS
SIGNATURE
INDEX TO EXHIBITS
EX-99.A: FORM OF ADR
EX-99.D: OPINION OF ZIEGLER, ZIEGLER & ASSOCIATES LLP
EX-99.E: RULE 466 CERTIFICATION

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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
         
        Location in Form of American Depositary
Item Number and Caption   Receipt Filed Herewith as Prospectus
(1)
  Name and address of Depositary   Introductory paragraph
 
(2)
  Title of American Depositary Receipts and identity of deposited securities   Face of American Depositary Receipt, top center
 
        
Terms of Deposit:    
 
(i)
  Amount of deposited securities represented by one unit of American Depositary Shares   Face of American Depositary Receipt, upper right corner
 
(ii)
  Procedure for voting, if any, the deposited securities   Articles (12) and (14)
 
(iii)
  Collection and distribution of dividends   Article (13)
 
(iv)
  Transmission of notices, reports and proxy soliciting material   Articles (11) and (12)
 
(v)
  Sale or exercise of rights   Articles (13) and (14)
 
(vi)
  Deposit or sale of securities resulting from dividends, splits or plans of reorganization   Articles (13) and (16)
 
(vii)
  Amendment, extension or termination of the Deposit Agreement   Articles (18) and (19)
 
(viii)
  Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts   Article (3)
 
(ix)
  Restrictions upon the right to deposit or withdraw the underlying securities   Articles (1), (2), (4), (6), (15), (16) and (17)
 
(x)
  Limitation upon the liability of the Depositary   Introductory paragraph and Articles (1), (2), (4), (7), (16) and (17)
 
(3)
  Fees and Charges   Article (20)
Item 2. AVAILABLE INFORMATION
         
        Location in Form of American Depositary
Item Number and Caption   Receipt Filed Herewith as Prospectus
(a) Statement that the issuer of the deposited securities specified above publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.adecco.com) or through an electronic information delivery system generally available to the public in its primary trading market   Article (11)

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Prospectus
THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS
EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY
RECEIPTS, IN ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE
SECURITIES AND EXCHANGE COMMISSION

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
     (a) Copy of Agreement — The Agreement between JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of American Depositary Receipts evidencing American Depositary Shares registered hereunder is contained in the form of the American Depositary Receipt itself, constituting the Prospectus filed as a part of this Registration Statement. Filed herewith as exhibit (a).
     (b) Any other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of the deposited securities represented thereby. — None.
     (c) Any 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 Ziegler, Ziegler & Associates LLP, 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) 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 days before any change in the fee schedule.

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SIGNATURE
     Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the agreement for the issuance of American Depositary Shares, certifies that it has reasonable grounds to believe that all of 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 7, 2008.
         
  Legal entity created by the agreement for the
issuance of American Depositary Receipts evidencing
American Depositary Shares for shares of the
foreign private issuer whose name is set forth on the
facing page of this Registration Statement on Form
F-6

JPMORGAN CHASE BANK, N.A., as Depositary
 		  
  By:   /s/Joseph M. Leinhauser    
  Name:   Joseph M. Leinhauser   
  Title:   Vice President   
 

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INDEX TO EXHIBITS
     
Exhibit    
Number    
(a)
  Form of ADR
 
(d)
  Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
 
(e)
  Rule 466 Certification