Registration No. 333 -
As filed with the Securities and Exchange Commission on May 1, 2008
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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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NESTLE S.A.
(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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Switzerland
(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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399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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Nestle USA, Inc.
800 North Brand Boulevard
Glendale, CA 91203
Attention: Don Gosline
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
Ronald Cami, Esq. David Frick, Esq. Herman H. Raspe, Esq.
Cravath, Swaine & Moore LLP Nestle S.A. Patterson Belknap
Worldwide Plaza Av. Nestle 55 Webb & Tyler LLP
825 Eighth Avenue CH-1800 Vevey 1133 Avenue of the Americas
New York, New York 10019 Switzerland New York, New York 10036
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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 : |_|
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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, every
four (4) American Depositary Shares
representing one (1) registered 300,000,000 $5.00 $15,000,000.00 $589.50
share, nominal value CHF 1 per
share, of Nestle S.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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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 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 paragraph.
office
2. Title of American Depositary Shares (the "ADSs") and Face of Receipt - Top Center.
identity of deposited securities
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 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).
3. 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 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 ADSs and copied at public reference facilities
maintained by the Commission in Washington, D.C.
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PROSPECTUS
The Prospectus consists of the proposed form of American
Depositary Receipt (the "ADR") included as Exhibit A to
the Second Amended and Restated Deposit Agreement, dated
as of May 23, 2007, 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) Second Amended and Restated Deposit Agreement, dated as of May 23,
2007 (the "Deposit Agreement"), by and among Nestle S.A. (the
"Company"), Citibank, N.A., as depositary (the "Depositary"), and
the Holders and Beneficial Owners of American Depositary Shares
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. -- None.
(c)(i) Amended and Restated Rule 144A Deposit Agreement, dated as of June
15, 2004, by and among the Company, Citibank, N.A.as Rule 144A
depositary (the "Rule 144A Depositary"), and all Holders and
Beneficial Owners of Rule 144A American Depositary Receipts
evidencing Rule 144A American Depositary Shares (the "Rule 144A
ADSs") issued thereunder. -- Filed herewith as Exhibit (c) (i).
(c)(ii) Letter Agreement, dated as of June 15, 2004, between Citibank,
N.A., as Rule 144A Depositary and the Company, in respect of the
termination of the Rule 144A Deposit Agreement, the cancellation
of the Rule 144A American Depositary Shares issued thereunder and
the exchange of Rule 144A ADSs for American Depositary Shares
issued under the Deposit Agreement -- Filed herewith as Exhibit
(c) (ii).
(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. -- 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 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 ADR 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 Nestle S.A.,
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 1st day of May, 2008.
Legal entity created by the Second Amended
and Restated Deposit Agreement under which
the American Depositary Shares registered
hereunder are to be issued, every four (4)
American Depositary Shares representing 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
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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
April 10, 2008.
NESTLE S.A.
By: /s/ David P. Frick
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Name: David P. Frick
Title: Member Executive Board
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Peter Brabeck-Letmathe, Paul
Bulcke, James Singh, Hans Peter Frick and David Frick to act individually 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 he/she 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 on Form F-6 has been signed by the following persons
in the following capacities as of April 10, 2008:
Signature Title
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/s/ Peter Brabeck-Letmathe Chairman of the Board of Directors
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Name: Peter Brabeck-Letmathe
/s/ Paul Bulcke Chief Executive Officer
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Name: Paul Bulcke
/s/ Andreas Koopmann Director
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Name: Andreas Koopmann
/s/ Rolf Hanggi Director
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Name: Rolf Hanggi
/s/ Edward George Director
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Name: Edward George (Lord George)
/s/ Kaspar Villiger Director
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Name: Kaspar Villiger
/s/ Jean-Pierre Meyers Director
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Name: Jean-Pierre Meyers
/s/ Beat W. Hess Director
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Name: Beat W. Hess
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Signature Title
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/s/ Andre Kudelski Director
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Name: Andre Kudelski
/s/ Daniel Borel Director
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Name: Daniel Borel
/s/ Carolina Muller-Mohl Director
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Name: Carolina Muller-Mohl
/s/ Gunter Blobel Director
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Name: Gunter Blobel
/s/ Naina Lal Kidwai Director
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Name: Naina Lal Kidwai
/s/ Jean-Rene Fourtou Director
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Name: Jean-Rene Fourtou
/s/ Steven George Hoch Director
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Name: Steven George Hoch
/s/ James Singh Chief Financial Officer
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Name: James Singh Accounting Officer)
/s/ Don Gosline Authorized Representative in the
-------------------------------------------- United States
Name: Don Gosline
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Second Amended and Restated Deposit
Agreement, dated as of May 23, 2007
(c) (i) Amended and Restated Rule 144A Deposit
Agreement, dated as of June 15, 2004
(c) (ii) Letter Agreement, dated as of June 15, 2004
(d) Opinion of counsel to the Depositary
(e) Certificate under Rule 466