F-6 POS 1 e602246_f6pos-skfinc.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6 As filed with the Securities and Exchange Commission on June 7, 2007. Registration No. 333 - 11106 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS -------------- AKTIEBOLAGET SKF (Exact name of issuer of deposited securities as specified in its charter) -------------- SKF Incorporated (Translation of issuer's name into English) -------------- Kingdom of Sweden (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 10022 (212) 816-6690 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices) -------------- Timothy Gifford Secretary and General Counsel - SKF USA, Inc. 1111 Adams Avenue Norristown, PA 19403-2403 (610) 630-2800 (Address, including zip code, and telephone number, including area code, of agent for service) ---------------------------- Copies to: James M. Bartos, Esq. Patricia Brigantic, Esq. Shearman & Sterling LLP Citibank, N.A. 9 Appold Street 388 Greenwich Street -17h Floor London, England EC2A 2AP 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 : |_| -------------------------------------------------------------------------------- This Post-Effective Amendment No. 1 to 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 principal executive office Face of Receipt - Introductory Paragraph. 2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center and Introductory Paragraph. Terms of Deposit: (i) The amount of deposited securities represented by one American Face of Receipt - Upper right corner. Depositary Share ("ADSs") (ii) The procedure for voting, if any, the deposited securities Reverse of Receipt - Paragraphs (16) and (17). (iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14). (iv) The transmission of notices, reports and proxy soliciting Face of Receipt - Paragraph (13); material Reverse of Receipt - Paragraph (16). (v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14) and (16). (vi) The deposit or sale of securities resulting from dividends, Face of Receipt - Paragraphs (3) and (6); splits or plans of reorganization Reverse of Receipt - Paragraph (14). (vii) Amendment, extension or termination of the deposit agreement Reverse of Receipt - Paragraphs (21) and (22)- no provision for extensions. (viii) Rights of holders of Receipts to inspect the transfer books of the Face of Receipt - Paragraph (13). Depositary and the list of holders of ADSs (ix) Restrictions upon the right to deposit or withdraw the underlying Face of Receipt - Paragraphs (2), (3), (4), (6), securities (7), (9) and (10).
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Location in Form of American Depositary Receipt ("Receipt") Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- (x) Limitation upon the liability of the Depositary Reverse of Receipt - Paragraphs (19) and (20). (xi) Fees and charges which may be imposed directly or indirectly on holders of ADSs Face of Receipt - Paragraph (10). Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company has been subject to the periodic reporting requirements of the Exchange Act, and has filed certain reports with, and submitted certain reports to, the Commission, which reports can be retrieved from the Commission's internet website at www.sec.gov, and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. The Company has filed a Form 15F ("Form 15F") with the Commission, which has suspended the Company's duty under the Exchange Act to file or submit the reports required under Sections 13(a) or 15(d) of the Exchange Act. Upon the effectiveness of Form 15F, the Company's duty to file or submit reports under Sections 13(a) or 15(d) of the Exchange Act will terminate and the Company will, pursuant to Rule 12g3-2(e)(1), receive the exemption from the reporting obligations of the Exchange Act provided by Rule 12g3-2(b). In order to satisfy the conditions of Rule 12g3-2(b), the Company intends to publish the information contemplated in Rule 12g3-2(b)(1)(iii) under the Exchange Act on its internet website or through an electronic information delivery system generally available to the public in the Company's primary trading market, and to translate the information so published into English in accordance with the instructions to Rule 12g3-2(e). The Company has specified in Form 15F the internet website or the electronic information delivery system on which it intends to publish such information. The information so published by the Company cannot be retrieved from the Commission's internet website, and cannot be inspected or copied at the public reference facilities maintained by the Commission. If the Form 15F does not become effective, the Company will again be subject to the periodic reporting requirements of the Exchange Act and will be required to file with the Commission, and submit to the Commission, certain reports that can be retrieved from the Commission's internet website at www.sec.gov, and can be inspected and copied at the public reference facilities maintained by the Commission. I-2 PROSPECTUS The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amendment No. 1 to Amended and Restated Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 1 to 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)(i) Form of Amendment No. 1 to Amended and Restated Deposit Agreement, by and among AKTIEBOLGAET SKF, (the "Company"), Citibank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder ("Deposit Agreement"). -- Filed herewith as Exhibit (a)(i). (a)(ii) Amended and Restated Deposit Agreement, dated as of December 7, 1999, by and among AKTIEBOLGAET SKF, (the "Company"), Citibank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder ("Deposit Agreement"). -- Filed herewith as Exhibit (a)(ii). (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. * (e) Certificate under Rule 466. -- Filed herewith as Exhibit (e). (f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. -- Filed herewith as Exhibit (f). ---------- * Previously filed and incorporated herein by reference to Registration Statement Nos. 333-11106 and 033-00241. 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 Amended and Restated Deposit Agreement, dated as of December 7, 1999, as amended by Amendment No. 1, by and among Aktiebolaget SKF, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts 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 Post-Effective Amendment No. 1 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 7th day of June 2007. Legal entity created by the Amended and Restated Deposit Agreement under which the American Depositary Receipts evidencing American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing one (1) Non-Restricted B Share, nominal value SEK 2.50 each, of Aktiebolaget SKF. CITIBANK, N.A., solely in its capacity as Depositary By: /s/ Susanna Ansala ------------------------------------ Name: Susanna Ansala Title: Vice President II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Aktiebolaget SKF 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 No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Gothenburg, Sweden, on June 7, 2007. AKTIEBOLAGET SKF By: /s/ Carina Bergfelt ------------------------------------ Name: Carina Bergfelt Title: By: /s/ Tore Bertilsson ------------------------------------ Name: Tore Bertilsson Title: II-4 POWERS OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on 24 April 2007. Signature Title --------- ----- * President, Chief Executive Officer and Director ------------------------ Tom Johnstone * Chairman of the Board ------------------------ Anders Scharp /s/ Tore Bertilsson Chief Financial Officer ------------------------ Tore Bertilsson * Chief Accounting Officer ------------------------ Kristina Franzen * Director ------------------------ Vito H Baumgartner II-5 Signature Title --------- ----- * Director ------------------------ Clas Ake Hedstrom * Director ------------------------ Ulla Litzen * Director ------------------------ Winnie Kin Wah Fok * Director ------------------------ Leif Ostling * Director ------------------------ Eckhard Cordes * Director and Employee Representative ------------------------ Lennart Larsson * Director and Employee Representative ------------------------ Goran Johansson * Director ------------------------ Lena Treschow Torell * Director ------------------------ Hans-Olov Olsson * Authorized Representative in the U.S. ------------------------ Timothy Gifford * By /s/ Tore Bertilsson ------------------- Tore Bertilsson Attorney-in-fact II-6 Index to Exhibits Sequentially Exhibit Document Numbered Page ------- -------- ------------- (a)(i) Form of Amendment No. 1 to Amended and Restated Deposit Agreement. (a)(ii) Amended and Restated Deposit Agreement, dated as of December 7, 1999. (e) Certification under Rule 466. (f) Powers of Attorney.