As filed with the Securities and Exchange Commission on June 13, 2007
Registration No. 333-139102
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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Sterlite Industries (India) Limited
(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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Republic of India
(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) 816-6763
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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CT Corporation System
111 Eighth Avenue (13th floor)
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Michael W. Sturrock, Esq. Herman H. Raspe, Esq.
Anthony J. Richmond, Esq. Patterson Belknap Webb & Tyler LLP
Latham & Watkins LLP 1133 Avenue of the Americas
80 Raffles Place, #14-20 UOB Plaza 2 New York, New York 10036
Singapore 048624
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It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |X|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Aggregate Price Aggregate Registration
Securities to be Registered Registered Per Unit* Offering Price** Fee
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American Depositary Shares, each
representing one (1) equity share of
Sterlite Industries (India) Limited N/A N/A N/A N/A
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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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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 Pre-Effective Amendment No. 1 to the 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
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
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(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 proposed form of American Depositary
Receipt included as Exhibit A to the Form of Deposit Agreement filed as
Exhibit (a) to this Pre-Effective Amendment No. 1 to 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) Form of Deposit Agreement, by and among Sterlite Industries (India)
Limited (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).
(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) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the authorized
representative of the Company. -- Set forth on the signature pages to the
Registration Statement on Form F-6 (File No. 333-139102 previously filed
with the Commission on December 4, 2006).
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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 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, by and among Sterlite Industries (India) Limited, Citibank,
N.A., as depositary, and all Holders and Beneficial Owners 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 Pre-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 13th day of June,
2007.
Legal entity created by the Deposit
Agreement under which the American
Depositary Shares registered hereunder are
to be issued, each American Depositary Share
representing one (1) equity share, par value
Rs. 2 per equity share, of Sterlite
Industries (India) Limited.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Paul Martin
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Name: Paul Martin
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Sterlite Industries (India) 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 Pre-Effective Amendment No. 1 to Registration Statement on Form F-6
to be signed on its behalf by the undersigned thereunto duly authorized, in
Mumbai, India, on June 13, 2007.
Sterlite Industries (India) Limited
By: /s/ Dindayal Jalan
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Name: Dindayal Jalan
Title: Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on June 13,
2007.
Signature Title
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* Executive Vice-Chairman
------------------------------ (principal executive officer)
Navin Agarwal
* Chief Financial Officer
------------------------------ (principal financing officer and
Dindayal Jalan principal accounting officer)
* Managing Director and
------------------------------ Chief Executive Officer
Kuldip Kumar Kaura
* Non-Executive Chairman
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Anil Agarwal
* Whole Time Director
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Tarun Jain
* Non-Executive Director
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Dwarka Prasad Agarwal
* Non-Executive Director
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Berjis Minoo Desai
* Non-Executive Director
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Gautam Bhailal Doshi
* Non-Executive Director
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Sandeep H. Junnarkar
* Non-Executive Director
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Ishwarlal Patwari
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Signature Title
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/s/ Donald J. Puglisi Authorized Representative in the U.S.
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Donald J. Puglisi
Managing Director
Puglisi & Associates
* signed by /s/ Dindayal Jalan as an attorney-in-fact.
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Form of Deposit Agreement
(d) Opinion of counsel to the Depositary