As filed with the Securities and Exchange Commission on February 20, 2009
Registration No. 333-11870
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 2 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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TELEFONAKTIEBOLAGET LM ERICSSON
(Exact name of issuer of deposited securities as specified in its charter)
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LM ERICSSON TELEPHONE COMPANY
(Translation of issuer's name into English)
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KINGDOM OF SWEDEN
(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) 816-6763
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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Ericsson Inc.
Vice President Legal Affairs
6300 Legacy Drive
Plano, Texas 75024
(972) 583-0000
(Address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Mark S. Bergman Herman H. Raspe, Esq.
Paul, Weiss, Rifkind, Wharton & Patterson Belknap Webb & Tyler LLP
Garrison LLP 1133 Avenue of the Americas
Alder Castle New York, New York 10036
10 Noble Street
London EC2V 7JU
England, United Kingdom
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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 N/A N/A N/A N/A
representing one (1) B Share,
without nominal value, of
Telefonaktiebolaget LM Ericsson
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The Registrant hereby amends this Post Effective Amendment No. 2 to 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 Post Effective Amendment No. 2 to Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, or until this Post Effective Amendment No. 2 to Registration
Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
This Post Effective Amendment No. 2 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.
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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 - Introductory Article.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (14) and (15).
securities
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (13).
(iv) The transmission of notices, reports and proxy Reverse of Receipt - Paragraph (17).
soliciting material
(v) The sale or exercise of rights Reverse of Receipt - Paragraph (13).
(vi) The deposit or sale of securities resulting from Reverse of Receipt - Paragraphs (13) and (16).
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (20) and (21) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Reverse of Receipt -Paragraph (17).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit, transfer Face of Receipt - Paragraphs (1), (2) and (3).
or withdraw the underlying securities
(x) Limitation upon the liability of the Depositary Reverse of Receipt - Paragraph (18).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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3. Fees and charges which may be imposed directly or Face of Receipt - Paragraphs (3), (4) and (6).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Reverse of Receipt - Paragraph (22).
The Company is subject to the periodic reporting requirements of the
United States Securities Exchange Act of 1934, as amended, and, accordingly,
files certain reports with, and submits certain reports to, the United States
Securities and Exchange Commission (the "Commission"). These reports can be
retrieved from the Commission's internet website (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.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Amendment No. 3 to Amended
and Restated Deposit Agreement filed as Exhibit (a)(i) to this Post
Effective Amendment No. 2 to 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)(i) Form of Amendment No. 3 to Amended and Restated Deposit Agreement,
by and among Telefonaktiebolaget LM Ericsson (the "Company"), Citibank,
N.A., as depositary (the "Depositary"), and all Holders and Beneficial
Owners from time to time of American Depositary Shares issued thereunder.
-- filed herewith as Exhibit (a)(i).
(a)(ii) Amendment No. 2 to Amended and Restated Deposit Agreement, dated
as of October 23, 2002, by and among the Company, the Depositary and all
Holders from time to time of American Depositary Receipts issued
thereunder -- filed herewith as Exhibit (a)(ii).
(a)(iii) Amendment No. 1 to Amended and Restated Deposit Agreement, dated
as of February 10, 1997, by and among the Company, the Depositary and all
Holders from time to time of American Depositary Receipts isseued
thereunder -- filed herewith as Exhibit (a)(iii).
(a)(iv) Amended and Restated Deposit Agreement, dated as of September 26,
1995, by and among the Company, the Depositary and the Holders from time
to time of American Depositary Receipts issued thereunder -- filed
herewith as Exhibit (a)(iv).
(b) Supplemental Letter Agreement, dated as of September 25, 2007, between
the Depositary and Company -- filed herewith as Exhibit (b).
(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. -- previously filed and incorporated by
reference to Registration Statement No. 333-11870.
(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 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 thirty (30) 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 created by the
Amended and Restated Deposit Agreement, dated as of September 26, 1995, as
amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as
of February 10, 1997, as further amended by Amendment No. 2 to Amended and
Restated Deposit Agreement, dated as of October 23, 2002, and as proposed to be
further amended by Amendment No. 3 to Amended and Restated Deposit Agreement, by
and among the Company, the Depositary and Holders and Beneficial Owners of
American Depositary Shares 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. 2 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 20th day of
February, 2009.
Legal entity created by the Amended and
Restated Deposit Agreement, as amended by
Amendment No. 1 to Amended and Restated
Deposit Agreement, dated as of February
10, 1997, as further amended by Amendment
No. 2 to Amended and Restated Deposit
Agreement, dated as of October 23, 2002,
and as proposed to be further amended by
Amendment No. 3 to Amended and Restated
Deposit Agreement, for the issuance of
American Depositary Shares, each
representing one (1) B Shares, without
nominal value, of the Company.
CITIBANK, N.A., solely in its capacity
as Depositary
By: /s/ Keith Galfo
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Name: Keith Galfo
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Telefonaktiebolaget LM Ericsson 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. 2 to Registration Statement on Form F-6
to be signed on its behalf by the undersigned thereunto duly authorized, in
Stockholm, Sweden, on February 20, 2009.
Telefonaktiebolaget LM Ericsson
By: /s/ Carl-Henric Svanberg
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Name: Carl-Henric Svanberg
Title: Chief Executive Officer and
President
By: /s/ Hans Vestberg
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Name: Hans Vestberg
Title: Executive Vice President and
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 Carl-Henric Svanberg and Hans
Vestberg 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 Post Effective Amendment No.
2 to 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 Post Effective Amendment No. 2 to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on February 20,
2009.
Signature Title
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/s/ Carl-Henric Svanberg
----------------------------- Chief Executive Officer, President
Carl-Henric Svanberg and Director
/s/ Hans Vestberg
----------------------------- Executive Vice President and Chief
Hans Vestberg Financial Officer
/s/ Michael Treschow
----------------------------- Chairman of the Board and Director
Michael Treschow
/s/ Sverker Martin-Lof
----------------------------- Deputy Chairman of the Board and
Sverker Martin-Lof Director
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Signature Title
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/s/ Marcus Wallenberg
----------------------------- Deputy Chairman of the Board of
Marcus Wallenberg Director
/s/ Roxanne S. Austin
----------------------------- Director
Roxanne S. Austin
/s/ Sir Peter L. Bonfield
----------------------------- Director
Sir Peter L. Bonfield
/s/ Borje Ekholm
----------------------------- Director
Borje Ekholm
/s/ Ulf J. Johannson
----------------------------- Director
Ulf J. Johannson
/s/ Nancy McKinstry
----------------------------- Director
Nancy McKinstry
/s/ Anders Nyren
----------------------------- Director
Anders Nyren
/s/ Monica Bergstrom
----------------------------- Director
Monica Bergstrom
/s/ Anna Guldstrand
----------------------------- Director
Anna Guldstrand
/s/ Jan Hedlund
----------------------------- Director
Jan Hedlund
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Authorized Representative
in the United States
/s/ John Moore
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Name: John Moore
Title: Vice President
Company: Ericsson Inc.
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amendment No. 3 to Amended and
Restated Deposit Agreement
(a)(ii) Amendment No. 2 to Amended and Restated
Deposit Agreement
(a)(iii) Amendment No. 1 to Amended and Restated
Deposit Agreement
(a)(iv) Amended and Restated Deposit Agreement
(b) Supplemental Letter Agreement