As filed with the Securities and Exchange Commission on June 20, 2007
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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Aracruz Celulose S.A.
(Exact name of issuer of deposited securities as specified in its charter)
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Aracruz Cellulose
(Translation of issuer's name into English)
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Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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388 Greenwich Street
New York, New York 10013
(212) 816-6694
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive
offices)
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Greenberg Traurig, LLP
Metlife Building
200 Park Avenue
New York, New York 10166
(212) 801-9200
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
Ross Kaufman, Esq. Herman H. Raspe, Esq.
Greenberg Traurig, LLP Patterson Belknap Webb & Tyler LLP
Metlife Building 1133 Avenue of the Americas
200 Park Avenue New York, New York 10036
New York, New York 10166
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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 : |_|
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CALCULATION OF REGISTRATION FEE
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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
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American Depositary Shares, each
representing ten (10) class B
shares, without par value, of
Aracruz Celulose S.A. 100,000,000 $5.00 $5,000,000 $153.50
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* 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.
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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.
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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
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting 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 Face of Receipt - Paragraphs (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying 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
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(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, it is required to
file and submit 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 and copied at the
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.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Amended and Restated Deposit
Agreement filed as Exhibit (a) to this Registration Statement on Form F-6
and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Amended and Restated Deposit Agreement, by and among Aracruz
Celulose S.A., (the "Company"), Citibank, N.A., as depositary (the
"Depositary"), and all Holders and Beneficial Owners of American
Depositary Shares issued thereunder ("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.
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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 ninety (90) days before any change
in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity to be created by the
Amended and Restated Deposit Agreement, by and among Aracruz Celulose S.A.,
Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time
to time 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 20th day of June, 2007.
Legal entity to be created by the Amended
and Restated Deposit Agreement under which
the American Depositary Shares registered
hereunder are to be issued, each American
Depositary Share representing ten (10) Class
B shares, without par value, of Aracruz
Celulose S.A.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Paul Martin
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Name: Paul Martin
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Aracruz Celulose S.A. 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 Sao Paulo, Brazil, on June 20, 2007.
ARACRUZ CELULOSE S.A.
By: /s/ Carlos Augusto Lira Aguiar
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Name: Carlos Augusto Lira Aguiar
Title: Chief Executive Officer
ARACRUZ CELULOSE S.A.
By: /s/ Isac Roffe Zagury
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Name: Isac Roffe Zagury
Title: Chief Financial Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Carlos Augusto Lira Aguiar, Isac
Roffe Zagury, Joao Felipe Carsalade and Walter Lidio Nunes, any two of them
acting jointly, 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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on June 20, 2007.
Signature Title
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/s/ Carlos Augusto Lira Aguiar Chief Executive Officer
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Carlos Augusto Lira Aguiar
(Principal Executive Officer)
/s/ Isac Roffe Zagury Title: Chief Financial Officer
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Name: Isac Roffe Zagury
(Chief Financial Officer)
/s/ Murilo de Castro Percia Title: Controller
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Name: Murilo de Castro Percia
(Principal Accounting Officer)
/s/ Carlos Alberto Vieira Director/Chairman of the Board of Directors
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Carlos Alberto Vieira
/s/ Ernane Galveas Director
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Ernane Galveas
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Signature Title
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/s/ Joao Carlos Chede Director
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Joao Carlos Chede
/s/ Luiz Aranha Correa do Lago Director
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Luiz Aranha Correa do Lago
/s/ Eliezer Batista da Silva Director
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Eliezer Batista da Silva
/s/ Haakon Lorentzen Director
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Haakon Lorentzen
/s/ Raul Calfat Director
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Raul Calfat
/s/ Alvaro Luis Veloso Director
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Alvaro Luis Veloso
/s/ Alexandre Silva D'Ambrosio Director
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Alexandre Silva D'Ambrosio
/s/ Jorge Eduardo Martins Moraes Director
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Jorge Eduardo Martins Moraes
Authorized Representative in the U.S.
/s/ Donald J. Puglisi
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Name: Donald J. Puglisi
Company: Puglisi & Associates
Title: Managing Director
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Form of Amended and Restated Deposit
Agreement
(d) Opinion of counsel to the Depositary