As filed with the Securities and Exchange Commission on November 19, 2007
Registration No. 333-
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
ABB Ltd
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Switzerland
(Jurisdiction of incorporation or organization of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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)
E. Barry Lyon
Assistant Secretary
ABB Holdings Inc.
501 Merritt 7, Norwalk,
CT 06851
(203) 750-2326
(Name, address, including zip code, and telephone number,
including area code of agent for service)
-----------------------
Copies to:
Thomas W. Christopher Patricia Brigantic, Esq.
Kirkland & Ellis LLP Citibank, N.A.
152 East 53rd Street 388 Greenwich Street
New York, New York 10022 New York, New York 10013
-----------------------------
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 |_|.
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Amount of
Title of Each Class of Amount to be Aggregate Offering Maximum Aggregate Registration
Securities to be Registered Registered Price Per Unit* Offering Price** Fee
----------------------------------------------------------------------------------------------------------------------------------
American Depositary Shares, evidenced by American
Depositary Receipts, one (1) American Depositary Share
representing one (1) Registered Share, par value CHF
2.50 per Share, of ABB Ltd. 500,000,000 $5.00 $25,000,000 $767.50
----------------------------------------------------------------------------------------------------------------------------------
* 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 such receipts evidencing such American Depositary Shares.
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.
ii
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Location in Form of American
Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
1. Name of depositary and address of its Face of Receipt - introductory article
principal executive office
2. Title of Receipts and identity of deposited Face of Receipt - top center
securities
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt - upper right corner;
represented by one American Depositary introductory article
Share
(ii) The procedure for voting, if any, the Reverse of Receipt - Articles (16) and (17)
deposited securities
(iii) The collection and distribution of dividends Reverse of Receipt - Article (14)
(iv) The transmission of notices, reports and Reverse of Receipt - Articles (16) and (17)
proxy soliciting material
(v) The sale or exercise of rights Reverse of Receipt - Articles (14) and (16)
I-1
(vi) The deposit or sale of securities resulting Face of Receipt - Article (3)
from dividends, splits or plans of Reverse of Receipt - Articles (14) and (18)
reorganization
(vii) Amendment, extension or termination of the Reverse of Receipt - Articles (22) and (23)
deposit agreement (no provision for extensions)
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Article (13)
books of the Depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to transfer or Face of Receipt - Articles (2), (4) and (6)
withdraw the underlying securities
(x) Limitation upon the liability of the Depositary Reverse of Receipt - Article (20)
3. Fees and charges which may be imposed directly Face of Receipt - Article (10)
or indirectly against holders of Receipts
ITEM 2. AVAILABLE INFORMATION Face of Receipt - Article (13)
ABB Ltd 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 and other information can be retrieved from the Commission's website at
www.sec.gov and copied at public reference facilities maintained by the
Commission located at 100 F. Street, NE, Washington, D.C. 20549.
I-2
PROSPECTUS
THE PROSPECTUS CONSISTS OF THE FORM OF AMERICAN DEPOSITARY RECEIPT INCLUDED AS
EXHIBIT A TO THE AMENDED AND RESTATED DEPOSIT AGREEMENT FILED AS EXHIBIT (a) TO
THIS FORM F-6 REGISTRATION STATEMENT AND IS INCORPORATED HEREIN BY REFERENCE
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Amended and Restated Deposit Agreement, dated as of May 7, 2001,
by and among ABB Ltd (the "Company"), Citibank, N.A., as depositary (the
"Depositary"), and all Holders and Beneficial Owners of American Depositary
Shares evidenced by American Depositary Receipts issued thereunder (the "Amended
and Restated Deposit Agreement"). -- Filed herewith as Exhibit (a).
(b)(i) Letter Agreement, dated as of May 28, 2004, by and between
the Company and the Depositary in respect of the conversion of the
US$968,000,000 4.625 per cent Convertible Unsubordinated Bonds due 2007 (the
"Bonds") by the holders of such Bonds or by the trustee of the Bonds into
American Depositary Shares. -- Filed herewith as Exhibit (b)(i).
(b)(ii) Letter Agreement, dated as of September 5, 2007, by and
between the Company and the Depositary in respect of the establishment by the
Depositary of a "direct registration system" (the "DR System") for ADSs and the
issuance by the Depositary of "uncertificated ADSs" as part of the DR System. -
Filed herewith as Exhibit (b)(ii).
(c) Every material contract relating to the deposited securities
between the Depositary and the Company in effect within the last three years. --
None.
(d) Opinion of Patricia Brigantic, counsel to the Depositary, as to
the legality of the securities to be registered. -- Filed herewith as Exhibit
(d).
(e) Rule 466 Certification. -- Filed herewith as Exhibit (e).
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on signature pages
hereto.
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 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 ADR
thirty (30) days before any change in the fee schedule.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Citibank, N.A., on behalf of the legal entity created by the Amended
and Restated Deposit Agreement, dated as of May 7, 2001 by and among ABB Ltd,
Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American
Depositary Shares evidenced by American Depositary Receipts 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
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 19 day of November, 2007.
Legal entity created by the Amended and
Restated Deposit Agreement, dated as of
May 7, 2001 for the issuance of American
Depositary Receipts evidencing American
Depositary Shares, one (1) American
Depositary Share representing one (1)
Fully Paid Registered Share, par value
CHF 2.50 each, of ABB Ltd.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susanna Ansala
-------------------------------------
Name: Susanna Ansala
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, ABB Ltd 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 Zurich, Switzerland, on the 19 day of November 2007.
ABB Ltd
By: /s/ Richard A. Brown
-------------------------------------
Name: Richard A. Brown
Title: Assistant General Counsel
By: /s/ Michel Demare
-------------------------------------
Name: Michel Demare
Title: Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Fred Kindle, Michel Demare, Alfred Storck, Diane
de Saint Victor and Richard A. Brown, and 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
capacities, to sign any or 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(s)-in-fact and agent(s) 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 he/she might or could do in
person, hereby ratifying and confirming all that said attorney(s)-in-fact and
agent(s), 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 has been signed by the following persons in the
following capacities as of November 19, 2007.
Name Title
---- -----
/s/ Fred Kindle President and Chief Executive Officer
-------------------------------- (principal executive officer)
Name: Fred Kindle
/s/ Michel Demare Chief Financial Officer
-------------------------------- (principal financial officer)
Name: Michel Demare
/s/ Richard Gruenhagen Head of Group Accounting and Consolidation
-------------------------------- (principal accounting officer)
Name: Richard Gruenhagen
/s/ Hubertus von Gruenberg Chairman of the Board of Directors
--------------------------------
Name: Hubertus von Gruenberg
/s/ Roger Agnelli Director
--------------------------------
Name: Roger Agnelli
/s/ Louis R. Hughes Director
--------------------------------
Name: Louis R. Hughes
/s/ Hans Ulrich Maerki Director
--------------------------------
Name: Hans Ulrich Maerki
/s/ Michel de Rosen Director
--------------------------------
Name: Michel de Rosen
/s/ Michael Treschow Director
--------------------------------
Name: Michael Treschow
Director
--------------------------------
Name: Bernd W. Voss
/s/ Jacob Wallenberg Director
--------------------------------
Name: Jacob Wallenberg
ABB Holdings Inc.,
its duly authorized representative in the United States
/s/ E. Barry Lyon
--------------------------------
Name: E. Barry Lyon
Date: Assistant General Counsel
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
------- -------- -------------
(a) Amended and Restated Deposit
Agreement, dated as of May 7, 2001
(b)(i) Letter Agreement dated as of
May 28, 2004
(b)(ii) Letter Agreement dated as of
September 5, 2007
(d) Opinion of counsel to the Depositary
(e) Certification under Rule 466