As filed with the Securities and Exchange Commission on April 25, 2007
Registration No. 333-
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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
NESTLE S.A.
(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 10022
(212) 816-6690
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
Nestle USA, Inc.
800 North Brand Boulevard
Glendale, CA 91203
Attention: Don Gosline
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
John T. Gaffney, Esq. Patricia Brigantic, Esq. Hans Peter Frick, Esq.
Cravath, Swaine & Moore LLP Citibank, N.A. Nestle S.A.
Worldwide Plaza 388 Greenwich Street Av. Nestle 55
825 Eighth Avenue New York, New York 10013 CH-1800 Vevey
New York, New York 10019 Switzerland
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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 |_|.
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Aggregate Offering Proposed Maximum
Title of Each Class of Amount to be Price Aggregate Amount of
Securities to be Registered Registered Per Unit(1) Offering Price(2) Registration Fee
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American Depositary Shares, each 300,000,000 $5.00 $15,000,000.00 $460.50
representing one-fourth (1/4) of one (1)
registered share, nominal value CHF 1
per share, of Nestle S.A.
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(1) Each unit represents 100 American Depositary Shares.
(2) 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.
I-1
PART I -- INFORMATION REQUIRED IN PROSPECTUS
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Location in Form of ADR
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
1. Name of the depositary and the address of its Face of ADR - Introductory Paragraph.
principal executive office.
2. Title of the American depositary receipts and Face of ADR - Top center.
identity of deposited security.
Terms of Deposit:
(a) the amount of deposited securities represented by Face of ADR - Upper right corner.
one unit of American depositary share;
(b) the procedure, if any, for voting the deposited Reverse of ADR - Sections (16) and (17).
securities;
(c) the procedure for collecting and distributing Reverse of ADR - Section (14).
dividends;
(d) the procedures for transmitting notices, reports Face of ADR - Section (13).
and proxy soliciting material; Reverse of ADR - Section (16).
(e) the sale or exercise of rights; Reverse of ADR - Sections (14) and (16).
(f) the deposit or sale of securities resulting from Face of ADR - Sections (3) and (6); Reverse of
dividends, splits or plans of reorganization; ADR - Sections (14) and (18).
(g) amendment, extension or termination of the Reverse of ADR - Sections (22) and (23) (no
deposit arrangements; provision for extensions).
(h) the rights that holders of American depositary Face of ADR - Section (13).
receipts have to inspect the books of the
depositary and the list of receipt holders;
I-2
Location in Form of ADR
Item Number and Caption Filed Herewith as Prospectus
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(i) restrictions on the right to transfer or withdraw Face of ADR - Sections (2), (3), (4), (6), (7),
the underlying securities; and (9) and (10).
(j) limitations on the depositary's liability. Face of ADR - Section (7);
Reverse of ADR - Sections (19) and (20).
3. Fees and charges that a holder of American Face of ADR - Section (10).
depositary receipts may have to pay, either directly
or indirectly.
ITEM 2. AVAILABLE INFORMATION Face of ADR - Section (13).
Nestle S.A. (the "Company") furnishes the United States Securities and Exchange
Commission (the "Commission") with certain public reports and documents required
by the laws of Switzerland or otherwise in accordance with Rule 12g3-2(b) under
the Securities Exchange Act of 1934. These public reports and documents can be
inspected by holders of ADRs and copied at public reference facilities
maintained by the Commission in Washington, D.C.
I-3
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt (the "ADR") included as Exhibit A to the Amended and Restated
Deposit Agreement filed as Exhibit (a) to this Registration Statement on
Form F-6 and is incorporated herein by reference.
I-4
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. EXHIBITS
(a) Amended and Restated Deposit Agreement, dated as of June 15,
2004, by and among the Company, the Depositary, and all Holders and Beneficial
Owners of ADSs evidenced by ADRs issued thereunder (including the form of ADR to
be issued thereunder). Filed herewith as Exhibit (a).
(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. Not applicable.
(c)(i) Form of Amended and Restated Rule 144A Deposit Agreement,
dated June ____, 2004, by and among the Company, Citibank, N.A., as Rule 144A
depositary (the "144A Depositary"), and all Holders and Beneficial Owners of
Rule 144A American Depositary Shares issued thereunder. Previously filed as
Exhibit (c)(i) to the Pre-Effective Amendment No. 1 to Registration Statement on
Form F-6 (Reg. No. 333-114927), filed with the Commission on June 14, 2004.
(c)(ii) Form of Letter Agreement, June ____, 2004, by and between
the Company and Citibank, N.A. as the Depositary and the Rule 144A Depositary.
Previously filed as Exhibit (c)(ii) to the Pre-Effective Amendment No. 1 to
Registration Statement on Form F-6 (Reg. No. 333-114927), filed with the
Commission on June 14, 2004.
(d) Opinion of Patricia Brigantic, counsel for 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 the 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 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 (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., acting solely on behalf of the legal entity created by
the Amended and Restated Deposit Agreement, dated as of June 15, 2004, (as may
be so amended, the "Deposit Agreement"), by and among Nestle S.A., Citibank,
N.A., as depositary, and all Holders and Beneficial Owners from time to time 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 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 25th day of April, 2007.
Legal entity created by the Amended and Restated
Deposit Agreement, dated as of June 15, 2004, for
the issuance of American Depositary Shares evidenced
by American Depositary Receipts, each American
Depositary Share representing one-fourth (1/4) of
one (1) registered share, nominal value CHF 1 per
share, of Nestle S.A.
CITIBANK, N.A., solely in its capacity as Depositary
By: /s/ Susanna Ansala
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Name: Susanna Ansala
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Nestle S.A. 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 Vevey, Country of
Switzerland, on the 25th day of April, 2007.
NESTLE S.A.,
By: /s/ David P. Frick
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Name: David P. Frick
Title: Member Executive Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Peter BRABECK-LETMATHE, Paul
POLMAN and Hans Peter FRICK 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
she/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 has been signed by the following persons in the
following capacities on April 25, 2007:
Name Title
---- -----
/s/ Peter Brabeck-Letmathe Chairman of the Board of Directors
----------------------------- and Chief Executive Officer (Principal
Peter Brabeck-Letmathe Executive Officer)
/s/ Andreas Koopmann 1st Vice Chairman of the Board of Directors
-----------------------------
Andreas Koopmann
/s/ Rolf Hanggi 2nd Vice Chairman of the Board of Directors
-----------------------------
Rolf Hanggi
Director
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Edward George (Lord George)
/s/ Kaspar Villiger Director
-----------------------------
Kaspar Villiger
/s/ Jean-Pierre Meyers Director
-----------------------------
Jean-Pierre Meyers
/s/ Peter Bockli Director
-----------------------------
Peter Bockli
/s/ Andre Kudelski Director
-----------------------------
Andre Kudelski
Director
-----------------------------
Daniel Borel
/s/ Carolina Muller-Mohl Director
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Carolina Muller-Mohl
/s/ Gunter Blobel Director
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Gunter Blobel
/s/ Naina Lal Kidwai Director
-----------------------------
Naina Lal Kidwai
Director
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Jean-Rene Fourtou
/s/ Steven George Hock Director
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Steven George Hock
/s/ Paul Polman Chief Financial Officer (Principal
----------------------------- Financial and Accounting Officer)
Paul Polman
/s/ Don Gosline Authorized Representative in
----------------------------- the United States
Don Gosline
Index to Exhibits
Exhibit Document Sequentially Numbered Page
------- -------- --------------------------
(a) Amended and Restated Deposit
Agreement, dated as of June 15, 2004
(c)(i) Form of Amended and Restated Rule
144A Deposit Agreement, dated June
____, 2004*
(c)(ii) Form of Letter Agreement, dated June
____, 2004*
(d) Opinion of counsel for the Depositary
(e) Certification under Rule 466
* Previously filed as Exhibits (c)(i) and (ii) to the Pre-Effective Amendment
No. 1 to Registration Statement on Form F-6 (Reg. No. 333-114927), filed with
the Commission on June 14, 2004.