Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on February 10, 2014
 
 Registration No.  333-
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
___________________

ROCHE HOLDING 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)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

1 Chase Manhattan Plaza, Floor 58, New York, NY, 10005-1401
Telephone (800) 990-1135
 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
 
Investor Relations North America
Roche Holdings, Inc.
1 DNA Way
South San Francisco, California 94080
(650) 225-1000
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
 
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York  10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
o immediately upon filing
x on February 27, 2014 at 8:30 a.m. (EST)

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 (1)
Proposed maximum
aggregate offering price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts representing non-voting equity securities of Roche Holding Ltd
200,000,000
American
Depositary Shares
$0.05
$10,000,000
$1288
(1)
Each unit represents one American Depositary Share.
(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 American Depositary Receipts evidencing American Depositary Shares.
 
Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-156008.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
       
Location in Form of American Depositary
Item Number and Caption
  
Receipt Filed Herewith as Prospectus
         
(1)
Name and address of Depositary
  
Below introductory paragraph
       
(2)
Title of American Depositary Receipts and identity of deposited securities
  
Face of American Depositary Receipt, top center
       
 
Terms of Deposit:
    
         
 
(i)
Amount of deposited securities represented by one unit of American Depositary Shares
  
Face of American Depositary Receipt, upper right corner
         
 
(ii)
Procedure for voting, if any, the deposited securities
  
Paragraph (12)
         
 
(iii)
Collection and distribution of dividends
  
Paragraphs (4), (5), (7) and (10)
         
 
(iv)
Transmission of notices, reports and proxy soliciting material
  
Paragraphs (3), (8) and (12)
         
 
(v)
Sale or exercise of rights
  
Paragraphs (4), (5) and (10)
         
 
(vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs (4), (5), (10) and (13)
         
 
(vii)
Amendment, extension or termination of the Deposit Agreement
  
Paragraphs (16) and (17)
         
 
(viii)
Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
  
Paragraph (3)
         
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Paragraphs (1), (2), (4), and (5)
         
 
(x)
Limitation upon the liability of the Depositary
  
Paragraph (14)
       
(3)
Fees and Charges
  
Paragraph (7)
 
 
2
 
 
Item 2.  AVAILABLE INFORMATION

     
Location in Form of American Depositary
Item Number and Caption
  
Receipt Filed Herewith as Prospectus
       
(a)
Statement that Roche Holding Ltd publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.roche.com) or through an electronic information delivery system generally available to the public in its primary trading market.
  
Paragraph (8)
 
 
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Form of Deposit Agreement. Form of Third Amended and Restated Deposit Agreement dated as of          , 2014 among Roche Holding Ltd, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is 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 issuer of the deposited securities in effect at any time within the last three years.  Not Applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.  Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466.  Filed herewith as Exhibit (e).
 
 
(f)
Power of Attorney.  Included as part of 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 thirty days before any change in the fee schedule.
 
 
 
4
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. , on behalf of the legal entity created by the Deposit Agreement, 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 February 10, 2014.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
       
 
By:
 JPMORGAN CHASE BANK, N.A., as Depositary  
       
 
By: 
/s/ Gregory A. Levendis
  
 
Name: 
Gregory A. Levendis
  
  Title:  
Executive Director
  
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Roche Holding 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 Switzerland on January 28, 2014.
 
 
ROCHE HOLDING LTD
   
 
By:
/s/ Alan Hippe
  Name:   
Dr. Alan Hippe
  Title:  
Chief Financial and IT Officer
 
   
 
By:
/s/ Beat Kraehenmann
  Name:   
Dr. Beat Kraehenmann
  Title:  
Attorney at law, Authorized Signatory
 
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint jointly at two Dr. Alan Hippe, Dr. Beat Kraehenmann, Dr. Andreas Knierzinger and Peter Eisenring and each of them jointly at two, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the U.S. Securities Act of 1933,  and all post effective amendments thereto and to file the same,  with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
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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 and on the dates indicated:
 
Signatures
  
Title
  
Date
         
/s/ Franz B. Humer
  
Chairman of the Board
  
January 27, 2014
Dr. Franz B. Humer
        
         
/s/ André Hoffmann
  
Director, Vice-chairman of
  
January 27, 2014
André Hoffmann
  
the Board
    
         
/s/ Andreas Oeri
  
Director
  
January 27, 2014
Dr. Andreas Oeri
        
         
/s/ Pius Baschera
  
Director
  
January 27, 2014
Prof. Dr. Pius Baschera
        
         
/s/ John Irving Bell
  
Director
  
January 27, 2014
Prof. Sir John Irving Bell
        
         
/s/ Paul Bulcke
  
Director
  
January 27, 2014
Paul Bulcke
        
         
/s/ William M. Burns
  
Director
  
January 27, 2014
William M. Burns
        
         
/s/ Christoph Franz
  
Director
  
January 27, 2014
Dr. Christoph Franz
        
         
/s/ DeAnne Julius
  
Director
  
January 27, 2014
Dame DeAnne Julius
        
         
/s/ Arthur D. Levinson
  
Director
  
January 27, 2014
Dr. Arthur D. Levinson
        
         
/s/ Severin Schwan
  
Director and Chief Executive Officer
  
January 27, 2014
Dr. Severin Schwan
  
(principal executive officer)
    
 
 
7
 
 
         
/s/ Peter R. Voser
  
Director
  
January 27, 2014
Peter R. Voser
        
 
        
/s/ Beatrice Weder di Mauro
  
 Director
  
January 27, 2014
Prof. Dr. Beatrice Weder di Mauro
        
         
/s/ Alan Hippe
  
Chief Financial and IT Officer
  
January 27, 2014
Dr. Alan Hippe
  
(principal financial and accounting officer)
    
         
/s/ Thomas Kudsk Larsen
  
 Authorized Representative
  
January 27, 2014
Thomas Kudsk Larsen
  
in the United States
    
 
 
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INDEX TO EXHIBITS

Exhibit
Number
  
(a)
Form of Third Amended and Restated Deposit Agreement (including the Form of ADR), among Roche Holding Ltd, JPMorgan Chase Bank, N.A., as depositary, and the holders from time to time of American Depositary Receipts issued thereunder.
   
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
   
(e)
Rule 466 certification
 
 
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