As filed with the Securities and Exchange Commission on March 26, 2007
Registration No. 333-
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UNITED STATES 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
of
SGL CARBON AKTIENGESELLSCHAFT
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
FEDERAL REPUBLIC OF GERMANY
(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, N.Y. 10005
(212) 602-1044
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
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DEPOSITARY MANAGEMENT CORPORATION
(570 Lexington Avenue, 44th Floor, New York, New York 10022,
United States of America, Tel: (212) 319-4800)
(Address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Francis Fitzherbert-Brockholes Stephan Hutter
White & Case LLP Shearman & Sterling LLP
5 Old Broad Street Gervinusstrasse 17
London EC2N 1DW, UK D-60322 Frankfurt am Main, Germany
+44 20 7532 1000 +49 69 9711 1000
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. [ ]
CALCULATION OF REGISTRATION FEE
------------------------------- --------------------- ---------------------- ---------------------- ----------------
Proposed maximum Proposed Amount of
Title of each class Amount to be aggregate price maximum aggregate registration
of Securities to be registered registered per unit (1) offering price (1) fee
------------------------------- --------------------- ---------------------- ---------------------- ----------------
American Depositary Shares 20,000,000 American $5.00 $100,000,000 $3,070.00
evidenced by American Depositary Shares
Depositary Receipts, each
American Depositary Share
representing one-third of one
ordinary share of SGL Carbon
Aktiengesellschaft
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(1) For the purpose of this table only the term "unit" is defined as 100
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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
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The prospectus consists of the form of American Depositary Receipt included
as Exhibit A to Amendment No. 2 to Deposit Agreement filed as Exhibit (a)(3) to
this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1. Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption Filed Herewith as Prospectus
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1. Name and address of depositary Face of Receipt, introductory
paragraph and final sentence on
face
2. Title of American Depositary Receipts Face of Receipt, top center and
and identity of deposited securities introductory paragraph
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt, upper right
represented by one unit of American corner and introductory paragraph
Depositary Receipts
(ii) The procedure for voting, if any, Paragraphs 16, 17, 19 and 24
the deposited securities
(iii) The collection and distribution Paragraphs 4, 12, 14, 16 and 22
of dividends
(iv) The transmission of notices, Paragraphs 11, 16, 17, 18, 19
reports and proxy soliciting material and 24
(v) The sale or exercise of rights Paragraphs 14, 15 and 19
(vi) The deposit or sale of securities Paragraphs 12, 14, 16, 18 and 19
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or Paragraphs 21 and 22 (no provision
termination of the deposit agreement for extension)
(viii) Rights of holders of Receipts Paragraphs 11 and 13
to inspect the transfer books of the
depositary and the list of holders
of Receipts
(ix) Restrictions upon the right to Paragraphs 2, 3, 4, 5, 6, 8 and 23
deposit or withdraw the underlying
securities
(x) Limitation upon the liability of Paragraphs 14, 19, 20 and 22
the depositary
3. Fees and Charges Paragraphs 2, 3, 7, 12, 15, 19
and 21
Item - 2. Available Information
2(b) Statement that the foreign issuer Paragraph 11
is subject to the periodic reporting
requirements of the Securities Exchange
Act of 1934 and, accordingly, files
certain reports with the Securities and
Exchange Commission
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
(a)(1) Form of Deposit Agreement dated as of June 4, 1996, among SGL Carbon
Aktiengesellschaft (the "Company"), JP Morgan Chase Bank (formerly
Morgan Guaranty Trust Company of New York) as original depositary (the
"Original Depositary"), and all holders and beneficial owners (the
"Holders") from time to time of American Depositary Receipts issued
thereunder (as amended from time to time, the "Deposit Agreement"). -
Previously filed (file number 333-11478) and incorporated herein by
reference.
(a)(2) Form of Amendment No. 1 to Deposit Agreement dated as of February 22,
2000, among the Company, the Original Depositary and the Holders. -
Previously filed (file number 333-11478) and incorporated herein by
reference.
(a)(3) Amendment No. 2 to Deposit Agreement dated as of March 26, 2007,
among the Company, Deutsche Bank Trust Company Americas, as successor
depositary (the "Depositary") and the Holders. - Filed herewith as
Exhibit (a)(3).
(b) Any other agreement to which the Depositary is a party relating to the
issuance of the Depositary Shares registered hereby or the custody of
the deposited securities represented. - 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. - See (a) above.
(d) Opinion of White & Case LLP, counsel for the Depositary, as to
legality of the securities to be registered. - Filed herewith as
Exhibit (d).
(e) Certification under Rule 466. - Not Applicable.
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 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 ADR 30 days before any change in the fee
schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 London, United Kingdom, on ___March 26__, 2007.
Legal entity created by the agreement for
the issuance of American Depositary
Receipts evidencing American Depositary
Shares
By: Deutsche Bank Trust Company Americas,
as Depositary
By: /s/Clare Benson
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Name: Clare Benson
Title: Vice President
By: /s/Tom Murphy
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Name: Tom Murphy
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, SGL Carbon
Aktiengesellschaft has caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in __Wiesbaden_____,
Federal Republic of Germany on __March 26__, 2007.
SGL Carbon Aktiengesellschaft
By: /s/Robert J. Koehler
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Name: Robert J. Koehler
Title: Chairman, Chief Executive Officer,
Member of the Management Board
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Koehler, Sten Daugaard and
Christian Schwarz each of them (with full power to each of them to act alone)
his true and lawful attorney-in-fact and agent, with the power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
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 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 and about the
premises, as fully for 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 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, this
Registration Statement has been signed by the following persons in the
capacities indicated on ___March 26__, 2007.
Name Title
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/s/Robert J. Koehler Chairman, Chief Executive Officer,
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Robert J. Koehler Member of the Management Board
/s/Sten Daugaard Chief Financial Officer,
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Sten Daugaard Member of the Management Board
/s/Theodore H. Breyer Member of the Management Board
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Theodore H. Breyer
/s/Dr. Hariolf Kotmann Member of the Management Board
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Dr. Hariolf Kottmann
/s/Anna Blackwelder Authorized Representative in the United
------------------------------- States
Anna Blackwelder
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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(a)(1) Form of Deposit Agreement. - Previously filed (file number
333-11478) and incorporated herein by reference.
(a)(2) Form of Amendment No. 1 to Deposit Agreement. - Previously filed
(file number 333-11478) and incorporated herein by reference.
(a)(3) Amendment No. 2 to Deposit Agreement. - Filed herewith as Exhibit
(a)(3).
(d) Opinion of White & Case LLP, counsel for the Depositary, as to
legality of the securities to be registered. - Filed herewith as
Exhibit (d).