Unassociated Document
 
As filed with the United States Securities and Exchange Commission on January 18, 2013
 
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
 
PORTUGAL TELECOM, SGPS, S.A.
(Exact name of issuer of deposited securities as specified in its charter)
 
N/A
(Translation of issuer’s name into English)
 
Portugal
(Jurisdiction of incorporation or organization of issuer)
 
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
 
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
 
Depositary Management Corporation
570 Lexington Avenue
New York, New York 10022
(212) 319-4800
(Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
 
It is proposed that this filing become effective under Rule 466:
  
o  immediately upon filing.
o  on (Date) at (Time)
  
   
If a separate registration statement has been filed to register the deposited shares, check the following box: o
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Aggregate Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing One Ordinary Share of Portugal Telecom, SGPS, S.A.
50,000,000
$0.05
$2,500,000
$341
*
Each unit represents one American Depositary Share.
**
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 receipts evidencing 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 
 
 
 
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.
 
 
 
 
 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
PROSPECTUS
 
The prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.
 
Item 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED
 
CROSS REFERENCE SHEET
 
Item Number and Caption
  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
       
1.
Name of depositary and address of its principal executive office
  
Face of Receipt, Introductory article and bottom center
       
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 one American Depositary Share
  
Face of Receipt, Upper right corner
         
  (ii) 
The procedure for voting, if any, the deposited securities
  
Articles number 15, 16 and 18
         
  (iii) 
The collection and distribution of dividends
  
Articles number 4, 12, 13, 15 and 18
         
  (iv) 
The transmission of notices, reports and proxy soliciting material
  
Articles number 11, 15, 16, and 18
         
  (v) 
The sale or exercise of rights
  
Articles number 13, 14, 15, and 18
         
  (vi) 
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Articles number 12, 13, 15, 17 and 18
         
  (vii) 
Amendment, extension or termin­ation of the deposit arrangements
  
Articles number 20 and 21
         
  (viii)  
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
  
Article number 11
         
  (ix) 
Restrictions upon the right to deposit or withdraw the underlying securities
  
Articles number 2, 3, 4, 5, 6, 8 and 22
 
 
 
 
 
  (x)     
Limitation upon the liability of the depositary
  
Articles number 4, 9, 14, 18, 19, 21 and 23
       
3. 
Fees and charges which may be imposed directly or indirectly against holders of Receipts
  
Articles number 4, 7, 8 and 12
       
Item 2.          AVAILABLE INFORMATION
  
Article number 11
 
(b) Portugal Telecom, SGPS, S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission (the “Commission”). Such reports can be inspected by holders of American Depositary Receipts and copied through the Commission’s EDGAR system or at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
(a)
Form of Fourth Amended and Restated Deposit Agreement, dated as of      , 2013, by and among Portugal Telecom, SGPS, S.A., Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Owners and holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – 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)
Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable.
 
(d)
Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).
 
(e) 
Certification under Rule 466. – Not Applicable.
 
(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 American Depositary 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 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 American Depositary Receipt 30 days before any change in the fee schedule.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Portugal Telecom, SGPS, S.A., Deutsche Bank Trust Company Americas, as depositary, and all Owners and holders 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 January 18, 2013.
 
 
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing One Ordinary Share of Portugal Telecom, SGPS, S.A.
 
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
  
       
       
 
By: 
 /s/ Laura Bonner  
   
Name: 
Laura Bonner
  
   
Title:
Vice President
  
       
 
 
By: 
 /s/ Christopher Konopelko  
   
Name: 
Christopher Konopelko
  
   
Title:
Director
  
       
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Portugal Telecom, SGPS, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in Lisbon, Portugal on January 18, 2013.
 
 
Portugal Telecom, SGPS, S.A.
  
     
 
By: 
 /s/ Zeinal Abedin Mahomed Bava  
 
Name: 
Zeinal Abedin Mahomed Bava
  
 
Title:
Chief Executive Officer
  
 
 
  
     
 
By: 
 /s/ Luis Miguel da Fonseca Pacheco de Melo  
 
Name: 
Luis Miguel da Fonseca Pacheco de Melo
  
 
Title:
Chief Financial Officer
  
 
POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Zeinal Abedin Mahomed Bava and Luis Miguel da Fonseca Pacheco de Melo, and each of them severally, 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 each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, 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 any of them, or their 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 capacities indicated on January 18, 2013.
 
SIGNATURES
 
Signature
  
Title
   
/s/ Henrique Manuel Fusco Granadeiro
 
Chairman of the Board of Directors
Henrique Manuel Fusco Granadeiro
  
   
/s/ Zeinal Abedin Mahomed Bava
 
Chief Executive Officer (Principal Executive Officer) and Director
Zeinal Abedin Mahomed Bava
    
     
/s/ Luis Miguel da Fonseca Pacheco de Melo
 
Chief Financial Officer (Principal Financial Officer) and Director
Luis Miguel da Fonseca Pacheco de Melo
  
   
/s/ Alfredo Baptista
 
Member of the Board of Directors
Alfredo Baptista
    
     
/s/ Carlos Alves Duarte
 
Member of the Board of Directors
Carlos Alves Duarte
    
     
/s/ Pedro Leitão    
Member of the Board of Directors
Pedro Leitão     
     
   
Member of the Board of Directors
Manuel Rosa da Silva
    
     
/s/ Shakhaf Wine
 
Member of the Board of Directors
Shakhaf Wine
    
     
 
  
Member of the Board of Directors
Otávio Marques de Azevedo
    
 
 
 
 
 
     
/s/ José Guilherme Xavier de Basto
 
Member of the Board of Directors
José Guilherme Xavier de Basto
  
   
/s/ João Manuel de Mello Franco
 
Member of the Board of Directors
João Manuel de Mello Franco
    
     
/s/ Joaquim Aníbal Brito Freixial de Goes
 
Member of the Board of Directors
Joaquim Aníbal Brito Freixial de Goes
    
     
/s/ Mário João de Matos Gomes
 
Member of the Board of Directors
Mário João de Matos Gomes
    
     
/s/ Gerald Stephen McGowan
 
Member of the Board of Directors
Gerald Stephen McGowan
    
     
 
  
Member of the Board of Directors
Rafael Luís Mora Funes
    
     
/s/ Maria Helena Nazaré
 
Member of the Board of Directors
Maria Helena Nazaré
    
     
/s/ João Nuno de Oliveira Jorge Palma
 
Member of the Board of Directors
João Nuno de Oliveira Jorge Palma
    
     
/s/ Amílcar Carlos Ferreira de Morais Pires
 
Member of the Board of Directors
Amílcar Carlos Ferreira de Morais Pires
    
     
/s/ Fernando Magalhães Portella
 
Member of the Board of Directors
Fernando Magalhães Portella
    
 
 
 
 
 
 
     
/s/ José Pedro Cabral dos Santos
 
Member of the Board of Directors
José Pedro Cabral dos Santos
    
     
   
Member of the Board of Directors
Francisco Teixeira Pereira Soares
  
 
   
 
   
Member of the Board of Directors
Paulo José Lopes Varela    
     
   
Member of the Board of Directors
Milton Amilcar Silva Vargas     
     
   
Member of the Board of Directors
Nuno Rocha dos Santos Almeida e Vasconcellos
    
     
/s/ Bruno Miguel da Costa Saldanha
 
Principal Accounting Officer
Bruno Miguel da Costa Saldanha
    
     
/s/ George Boychuk
 
Authorized U.S. Representative
Name: George Boychuk
Title: Managing Director, Depositary Management Corporation
    
 
 
 
 
 
INDEX TO EXHIBITS
 
 
Exhibit Number
 
(a)  Form of Fourth Amended and Restated Deposit Agreement
 
(d)  Opinion of counsel to the Depositary