As filed with the Securities and Exchange Commission on December 19, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
SADIA S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
FEDERATIVE REPUBLIC OF BRAZIL
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
__________
Timothy F. Keaney
The Bank of New York
101 Barclay Street
New York, New York, 10286
(212) 815-2129
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
For Further Information Contact:
Timothy F. Keaney
The Bank of New York
ADR Department
101 Barclay Street
New York, New York 10286
(212) 815-2129
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. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit (1) | Proposed maximum aggregate offering price (1) | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing preferred shares, without par value each, of Sadia S.A. | 50,000,000 American Depositary Shares | $5.00 | $2,500,000 | $230.00 |
1
For the purpose of this table only the term "unit" is defined as 100 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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary Receipts and
Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i)
The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii)
The procedure for voting, if any,
Articles number 15, 16 and 18
the deposited securities
(iii)
The collection and distribution of
Articles number 4, 12, 13,
dividends
15 and 18
(iv)
The transmission of notices, reports
Articles number 11, 15, 16
and proxy soliciting material
and 18
(v)
The sale or exercise of rights
Articles number 13, 14, 15
and 18
(vi)
The deposit or sale of securities
Articles number 12, 13, 15,
resulting from dividends, splits
17 and 18
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 20 and 21
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 11
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 5, 6,
or withdraw the underlying securities
8 and 22
(x)
Limitation upon the liability
Articles number 14, 18, 19 and 21
of the depositary
3.
Fees and Charges
Articles number 7 and 8
Item - 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a
Form of Deposit Agreement dated as of ____________, 2002, among Sadia S.A., The Bank of New York as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.1.
Letter Agreement, dated October 11, 2002 among Sadia S.A., Citibank N.A. and The Bank of New York. - Filed herewith as Exhibit 2.1.
b.2.
Form of Letter Agreement between Sadia S.A. and The Bank of New York relating to the pre-release of ADRs. - Filed herewith as Exhibit 2.2.
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. - See (a) and (b.1) and (b.2) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
e.
Certification under Rule 466. - Not Applicable.
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 ADRs, 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 amounts of fees charged are 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 ADR thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 17, 2002.
Legal entity created by the agreement for the issuance of American Depositary Receipts for preferred shares, without par value each, of Sadia S.A.
By:
The Bank of New York,
As Depositary
By:
/s/ HERNAN F. RODRIGUEZ
Name: Hernan F. Rodriguez
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Sadia S.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of São Paulo, State of São Paulo, Brazil, on December 17, 2002.
SADIA S.A.
By: /s/ WALTER FONTANA FILHO
Name: Walter Fontana Filho
Title: Director-President
(Principal Executive Officer)
By: /s/ LUIZ GONZAGA MURAT JUNIOR
Name: Luiz Gonzaga Murat Junior
Title: Finance Director
(Principal Financial Officer and Accounting
Officer)
Each person whose signature appears below hereby constitutes and appoints Luiz Gonzaga Murat Junior his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto said attorney full power to act and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorney may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on December 17, 2002.
By: /s/ LUIZ FERNANDO FURLAN
By: /s/ VINCENTE FALCONI CAMPOS
Name: Luiz Fernando Furlan
Name: Vincente Falconi Campos
Title: Chairman of the Board
Title: Member of the Board
By: /s/ SERGIO FONTANA DOS REIS
By: /s/ ATTILIO FONTANA NETO
Name: Sergio Fontana dos Reis
Name Attilio Fontana Neto
Title: Member of the Board
Title: Member of the Board
By: /s/ ROMANO ANCELMO FONTANA FILHO
By: /s/ KARLOS HEINZ RISCHBIETER
Name: Romano Ancelmo Fontana Filho
Name: Karlos Heinz Rischbieter
Title: Member of the Board
Title: Member of the Board
By: /s/ ALCIDES LOPES TAPIAS
By: /s/ ROBERTO FALDINI
Name: Alcides Lopes Tapias
Name: Roberto Faldini
Title: Member of the Board
Title: Member of the Board
By: /s/ OTTONI ROMANO FONTANA FILHO
By: /s/ MARISE PEREIRA FONTANA CIPRIANI
Name: Ottoni Romano Fontana Filho
Name: Marise Pereira Fontana Cipriani
Title: Member of the Board
Title: Member of the Board
By: /s/ MOISES PINSKY
By: /s/ ROSS KAUFMAN
Name: Moises Pinsky
Name: Ross Kaufman
Title: Member of the Board
Title: Authorized Representative in the United States
By: /s/ WALTER FONTANA FILHO
By: /s/ LUIZ GONZAGA MURAT JUNIOR
Name: Walter Fontana Filho
Name: Luiz Gonzaga Murat Junior
Title: Director-President
Title: Finance Director (Principal Financial
(Principal Executive Officer)
Officer and Accounting Officer)
INDEX TO EXHIBITS
Exhibit Letter | Exhibit | |
1
Form of Deposit Agreement dated as of __________, 2002, among Sadia S.A., The Bank of New York as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder.
2.1
Letter Agreement, dated October 11, 2002, among Sadia S.A., Citibank N.A. and The Bank of New York.
2.2
Form of Letter Agreement between Sadia S.A. and The Bank of New York relating to the pre-release of ADRs.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.