As filed with the Securities and Exchange Commission on November 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, AS AMENDED, FOR AMERICAN DEPOSITARY SHARES EVIDENCED
BY
AMERICAN DEPOSITARY RECEIPTS
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QIMONDA AG
(Exact name of issuer of deposited securities as specified in its charter)
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N/A
(Translation of issuer's name into English)
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Federal Republic of Germany
(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) 816-6690
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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Qimonda North America Corp.
Attn: General Counsel
1730 North First Street
San Jose, California 95112
+1 (408) 501-6000
(Address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Ward A. Greenberg, Esq. Patricia Brigantic, Esq.
Cleary Gottlieb Steen & Hamilton LLP Citibank, N.A.
Main Tower, Neue Mainzer Strasse 52 388 Greenwich Street, 17th Floor
60311 Frankfurt am Main, Germany New York, New York 10013
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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 : |_|
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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 100,000,000 $5.00 $5,000,000 $153.50
representing one (1) Ordinary
Share of Qimonda AG
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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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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
----------------------- ----------------------------
(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, files 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 by holders of ADSs and copied at 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 form of American Depositary Receipt
included as Exhibit A to the Deposit Agreement filed as Exhibit (a)(i) 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)(i) Deposit Agreement, dated as of August 14, 2006, by and among
Qimonda AG (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)(i).
(a)(ii) Letter Agreement, dated as of September 25, 2007, by and among
Qimonda AG (the "Company"), Citibank, N.A., as depositary (the
"Depositary"), and all Holders and Beneficial Owners of
American Depositary Shares issued thereunder ("Letter
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. -- Filed herewith as Exhibit
(d).
(e) Certification under Rule 466. -- Filed herewith as Exhibit
(e).
(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 hereby 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
Deposit Agreement, dated as of August 14, 2006, by and among Qimonda AG,
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 November 2007.
Legal entity created by the Deposit
Agreement, dated as of August 14, 2006,
under which the American Depositary Shares
registered hereunder are to be issued, each
American Depositary Share representing one
Ordinary Share, no par value, of Qimonda AG.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susanna Ansala
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Name: Susanna Ansala
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Qimonda AG 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 Munich, Germany, on November 20, 2007.
QIMONDA AG
By: /s/ Kin Wah Loh
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Name: Kin Wah Loh
Title: Member of the Management Board
By: /s/ Dr. Michael Majerus
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Name: Dr. Michael Majerus
Title: Member of the Management Board
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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 them singly 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 November 20, 2007.
Signature Title
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/s/ Kin Wah Loh Chairman of the Management Board
----------------------- President and Chief Executive Officer
Kin Wah Loh (Principal Executive Officer)
Chief Financial Officer;
/s/ Dr. Michael Majerus Member of the Management Board
----------------------- (Principal Financial and
Dr. Michael Majerus Accounting Officer)
/s/ Thomas Seifert Chief Operating Officer;
----------------------- Member of the Management Board
Thomas Seifert (Principal Operating Officer)
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Authorized Representative in the U.S.
QIMONDA NORTH AMERICA CORP.
By: /s/ Michael J. Munn
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Name: Michael J. Munn
Title: Vice President and General Counsel
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Deposit Agreement, dated as of August 14, 2006.
(a)(ii) Letter Agreement, dated as of September 25, 2007.
(d) Opinion of counsel to the Depositary
(e) Rule 466 Certification