As filed with the Securities and Exchange Commission on November 16, 2007
Registration No. 333-142718*
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
-------------------------
(Exact name of issuer of deposited securities as specified in its charter)
-------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED
(Translation of issuer's name into English)
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The Republic of China
(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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399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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TSMC North America
2585 Junction Avenue
San Jose, California 95134 USA
(408) 382-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Michael G. DeSombre, Esq. Herman H. Raspe, Esq.
Sullivan & Cromwell LLP Patterson Belknap Webb & Tyler LLP
Nine Queen's Road Central, 28th Floor 1133 Avenue of the Americas
Hong Kong New York, New York 10036
(212) 336-2000
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It is proposed that this filing become effective under Rule 466:
(check the appropriate box)
|_| 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 Form F-6 hereby also amends
Registration Statement Nos. 333-7610, 333-9676, 333-11958, 333-14230, 333-123814
and 333-126397.
This Post-Effective Amendment No. 1 to Registration Statement on Form F-6
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.
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)(i) to this Post-Effective Amendment No. 1 to
Registration Statement on Form F-6, which is incorporated herein by reference.
II-1
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 Face of Receipt - introductory
executive office paragraph
2. Title of Receipts and identity of deposited Face of Receipt - top center and
securities introductory paragraph
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt - upper right corner
represented by one American Depositary
Share
(ii) The procedure for voting, if any, the Reverse of Receipt - Paragraphs (17)
deposited securities (18), (19) and (20).
(iii) The collection and distribution of Face of Receipt - Paragraphs (2), (6)
dividends (8) and (10);
Reverse of Receipt - Paragraphs (16)
and (17)
(iv) The transmission of notices, reports and Reverse of Receipt - Paragraphs (17),
proxy-soliciting material (18) and (22).
II-2
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(v) The sale or exercise of rights Face of Receipt - Paragraph (5), (6),
(8) and (10);
Reverse of Receipt - Paragraphs (16)
and (17).
(vi) The deposit or sale of securities Face of Receipt - Paragraphs (4), (5),
resulting from dividends, splits or plans (6), (8) and (10);
of reorganization Reverse of Receipt - Paragraphs (16),
(17) and (21).
(vii) Amendment, extension or termination Reverse of Receipt - Paragraphs (26)
the deposit agreement and (27) (no provision for
extensions).
(viii) Rights of holders of Receipts to inspect Face of Receipt - Paragraph (22).
the transfer books of the Depositary
and the list of holders of Receipts
(ix) Restrictions upon the right to deposit or Face of Receipt - Paragraphs (2),
withdraw the underlying securities (3), (5), (6), (7), (8)
and (10).
(x) Limitation upon the liability of the Reverse of Receipt - Paragraph (24)
Depositary
3. Fees and charges which may be imposed Face of Receipt - Paragraph (9);
directly or indirectly on holders of Receipts Reverse of Receipt - Paragraphs
(19) and (20).
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (15).
Taiwan Semiconductor Manufacturing Company Limited (the "Company") is subject to
the periodic reporting requirements of the Securities Exchange Act of 1934, as
amended, and, accordingly, files or submits certain reports with the United
States Securities and Exchange Commission (the "Commission"). These reports and
other information can be retrieved from the Commission's website (www.sec.gov),
and can be inspected by holders of American Depositary Shares and copied at
public reference facilities maintained by the Commission located at 100 F
Street, N.E., Washington, D.C. 20549.
II-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amended and Restated Deposit Agreement, dated as of
___, 2007, by and among Taiwan Semiconductor Manufacturing Company Limited (the
"Company"), Citibank, N.A., as depositary (the "Depositary"), and all Holders
and Beneficial Owners of American Depositary Shares issued thereunder. -- Filed
herewith as Exhibit (a)(i).
(a)(ii) Amended and Restated Deposit Agreement, dated as of April
13, 2005, as further amended and restated as of November 30, 2005 among the
Company, the Depositary and all Holders and Beneficial Owners of American
Depositary Shares evidenced by the American Depositary Receipts issued
thereunder.*
(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 (3) years. -- None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered.*
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company.*
* Previously filed and incorporated by reference to the Registration Statement
on Form F-6 (Reg. No. 333-142718), filed with the Commission on May 8, 2007.
II-4
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 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 (30)
days before any change in the fee schedule.
II-5
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 Taiwan Semiconductor
Manufacturing Company Limited, Citibank, N.A., as depositary, and all Holders
and Beneficial Owners from time to time 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. 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 16th day of November, 2007.
Legal entity to be created by the Amended
and Restated Deposit Agreement, as amended
and supplemented, for the issuance of
American Depositary Shares issued
thereunder, each American Depositary Share
representing five (5) shares of common
stock, par value NT $10.00 per share, of
Taiwan Semiconductor Manufacturing Company
Limited.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Emi Mak
----------------------------------------
Name: Emi Mak
Title: Vice President
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Taiwan
Semiconductor Manufacturing Company Limited 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 Taipei, Taiwan, Republic of China on this 16th day of November,
2007.
Taiwan Semiconductor Manufacturing Company
Limited
By: /s/ Lora Ho
-----------------------------------------
Name: Lora Ho
Title: Vice President and Chief Financial
Officer
II-7
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 November 16,
2007.
Signature Title
--------- -----
* Chairman
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Morris Chang
* Director and Vice Chairman
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F.C. Tseng
* Director, President and Chief
-------------------------------- Executive Officer
Rick Tsai
* Director
--------------------------------
Chintay Shih
* Director
--------------------------------
Stan Shih
Director
--------------------------------
Lester Carl Thurow
Director
--------------------------------
Sir Peter Leahy Bonfield
Director
--------------------------------
Carleton (Carly) S. Fiorina
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/s/ Lora Ho Vice President, Chief Financial
--------------------------- Officer and Spokesperson
Lora Ho
* Chief Accounting Officer or
--------------------------- Controller
Jessica Chou
* By: /s/ Lora Ho
----------------
Lora Ho
Attorney-in-fact
II-9
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly
authorized representative in the United States of Taiwan Semiconductor
Manufacturing Company Limited, has signed this Post-Effective Amendment No. 1 to
Registration Statement on Form F-6 on the 16th day of November, 2007.
TSMC NORTH AMERICA
By: /s/ Naomi Obinata
-----------------------
Name: Naomi Obinata
Title: Deputy Director
II-10
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amended and Restated Deposit Agreement