As filed with the Securities and Exchange Commission on November 14, 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 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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KABUSHIKI KAISHA HITACHI SEISAKUSHO
(Exact name of issuer of deposited securities as specified in its charter)
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Hitachi, Ltd.
(Translation of issuer's name into English)
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JAPAN
(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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National Corporate Research, Ltd.
225 W. 34th Street, Suite 910, New York, NY 10122
(212) 947-7200
(Address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Theodore A. Paradise, Esq. Patricia Brigantic, Esq.
Davis Polk & Wardwell Citibank, N.A.
Izumi Garden Tower 33rd Floor 388 Greenwich Street, 17th Floor
6-1 Roppongi, 1-Chome, Minato-Ku New York, New York 10013
Tokyo 106-6033, Japan
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It is proposed that this filing become effective under Rule 466 (check
appropriate box):
|_| 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 ten (10) shares of
common stock, without par value of
Hitachi, Ltd.
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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 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 Paragraph (1)
office
2. Title of Receipts and identity of deposited securities Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Top Center.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Paragraphs (14) and (15).
securities
(iii) The collection and distribution of dividends Paragraph (12).
(iv) The transmission of notices, reports and proxy Paragraphs (15) and (17).
soliciting material
(v) The sale or exercise of rights Paragraphs (12) and (13).
(vi) The deposit or sale of securities resulting from Paragraphs (4), (6), (12) and (16).
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the deposit Paragraphs (9) and (20) (no provision for
agreement extensions).
(viii) Rights of holders of Receipts to inspect the Paragraph (17).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Paragraphs (3), (4), and (9).
the underlying securities
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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 Paragraph (18).
(xi) Fees and charges which may be imposed directly or Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Paragraph (17).
The Company is subject to the periodic reporting requirements of the
United States Securities Exchange Act of 1934, as amended, and, accordingly,
files certain reports with, and submits certain reports to, the United States
Securities and Exchange Commission (the "Commission"). These reports can be
retrieved from the Commission's internet website (www.sec.gov), and can be
inspected and copied at the public reference facilities maintained by the
Commission at 100 F Street, N.E., Washington D.C. 20549.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Second Amended and Restated
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) Form of Second Amended and Restated Deposit Agreement, by and
among Hitachi, Ltd. (Kabushiki Kaisha Hitachi Seisakusho) (the
"Company"), Citibank, N.A., as depositary (the "Depositary"), and
all holders and beneficial owners of American Depositary Shares
issued thereunder. -- Filed herewith as Exhibit (a)(i).
(a)(ii) Amendment No. 1 to the Amended and Restated Deposit Agreement,
dated as of February 17, 1982, among the Company, the Depositary,
and all holders from time to time of American Depositary Receipts
issued thereunder. -- Filed herewith as Exhibit (a)(ii).
(a)(iii) Amended and Restated Deposit Agreement, dated as of March 6,
1981, among the Company, the Depositary, and all holders from
time to time of American Depositary Receipts issued thereunder.
-- Filed herewith as Exhibit (a)(iii).
(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 hereto.
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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 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
Second Amended and Restated Deposit Agreement, by and among Hitachi, Ltd.
(Kabushiki Kaisha Hitachi Seisakusho), 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 14th day of November 2007.
Legal entity created by the Second
Amended and Restated Deposit Agreement
under which the American Depositary
Shares registered hereunder are to be
issued, each American Depositary Share
representing ten (10) shares of common
stock, without par value, of Hitachi,
Ltd. (Kabushiki Kaisha Hitachi
Seisakusho).
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Emi Mak
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Name: Emi Mak
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Hitachi, Ltd. (Kabushiki Kaisha Hitachi Seisakusho) 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 Tokyo, Japan, on
November 14, 2007.
HITACHI, LTD.
By: /s/ Masahiro Hayashi
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Name: Masahiro Hayashi
Title: Executive Vice President and Executive Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mr. Masahiro Hayashi to act as his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and in his 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 he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his 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 14, 2007.
Signature Title
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/s/ Etsuhiko Shoyama Chairman of the Board
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Etsuhiko Shoyama
/s/ Kazuo Furukawa Director
------------------------------- President and Chief Executive Officer
Kazuo Furukawa
/s/ Yoshiki Yagi Director
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Yoshiki Yagi
/s/ Tadamichi Sakiyama Director
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Tadamichi Sakiyama
/s/ Toyoaki Nakamura Director
------------------------------- Senior Vice President and Executive Officer
Toyoaki Nakamura
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Signature Title
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/s/ Takeo Ueno Director
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Takeo Ueno
/s/ Isao Uchigasaki Director
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Isao Uchigasaki
/s/ Tadahiko Ishigaki Authorized Representative in the U.S.
------------------------------- Senior Vice President and Executive Officer
Tadahiko Ishigaki
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Second Amended and Restated Deposit Agreement
(a)(ii) Amendment No. 1 to Amended and Restated Deposit Agreement
(a)(iii) Amended and Restated Deposit Agreement
(d) Opinion of counsel to the Depositary