e15v12b
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUERS TERMINATION OF
REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE
DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-14860
Swisscom AG
(Exact name of registrant as specified in its charter)
Alte Tiefenaustraße 6, 3050 Bern, Switzerland,
Tel.: +41 31 342-1111
(Address, including zip code, and telephone number, including area code, of registrants principal
executive offices)
American Depositary Shares, each representing one-tenth of one Registered Share,
nominal value CHF 1 per share;
Registered Shares, nominal value CHF 1 per share
(Title of each class of securities covered by this Form)
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty
to file reports from the Securities Exchange Act of 1934:
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Rule 12h-6(a) þ
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Rule 12h-6(d) o |
(for equity securities)
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(for successor registrants) |
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Rule 12h-6(c) o
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Rule 12h-6(i) o |
(for debt securities)
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(for prior Form 15 filers) |
TABLE OF CONTENTS
PART I
Item 1. Exchange Act Reporting History
Swisscom AG (Swisscom or the Company) first incurred the duty to file reports under
sections 13(a) and 15(d) of the Securities Exchange Act of 1934 (the Exchange Act) on October 2,
1998 when its Registration Statement on Form F-1 (Commission File No. 333-9344) and its related
Form 8-A were declared effective by the Commission.
For the 12 months preceding the filing of this Form 15F, Swisscom has filed or submitted all
reports required under Exchange Act section 13(a) or section 15(d) and corresponding Commission
rules, including its annual report on Form 20-F for the fiscal year ending
December 31, 2006.
Item 2. Recent United States Market Activity
Swisscoms securities were last sold in the United States in a registered offering under the
Securities Act of 1933 (Securities Act) pursuant to a Registration Statement on Form F-1
(Commission File No. 333-9344) that was declared effective on October 2, 1998.
Item 3. Foreign Listing and Primary Trading Market
As of the date of this filing, Swisscoms Registered Shares are listed on the SWX Swiss
Exchange (SWX) in Zurich, Switzerland, and are traded over the virt-x platform in London, United
Kingdom (virt-x). The primary trading market for Swisscoms Registered Shares is the United
Kingdom.
Swisscoms Registered Shares were admitted to the SWX on October 5, 1998 and have been
included in virt-x since June 25, 2001. Swisscom has maintained the SWX listing of its Registered
Shares during the preceding 12 months.
During the 12-month period from August 31, 2006 to August 30, 2007, the average daily trading
volume (ADTV) of Swisscoms Registered Shares in the United Kingdom represented 97.69% of its
worldwide ADTV.
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Item 4. Comparative Trading Volume Data
During the 12-month period from August 31, 2006 to August 30, 2007, the ADTV of Swisscoms
Registered Shares (including Registered Shares represented by American Depositary Receipts
(ADRs)) in the United States (4,474 shares) represented 2.28% of the ADTV of Swisscoms
Registered Shares (including Registered Shares represented by ADRs) on a worldwide basis (196,433
shares).
The delisting from the New York Stock Exchange of Swisscoms Registered Shares and American
Depositary Shares (ADSs) became effective on August 30, 2007. Swisscom has not terminated its
sponsored ADR facility for ADSs, each representing one-tenth of one Registered Share, nominal value
CHF 1 per share.
The sources of the trading volume information used for these calculations were Bloomberg data
screens associated with the ticker symbols for Swisscom in the various markets, including data
relating to both on-exchange (ticker SCM US Equity) and over-the-counter (ticker SWZCF US
Equity) trading in the United States, data relating to trading on the virt-x platform (ticker
SCMN VX Equity) and data relating to over-the-counter trading in the United Kingdom (ticker SMO
LN Equity) and Germany (ticker SWJ GR Equity). Swisscom reserves the right to re-calculate any
calculations in this Form 15F used for determining its compliance with Rule 12h-6 on a basis that
includes OTC trading in jurisdictions other than in the United States, United Kingdom and Germany.
Item 5. Alternative Record Holder Information
Not applicable.
Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
On August 8, 2007, Swisscom issued a press release announcing its intent to terminate its
reporting obligations under the Exchange Act. This press release was
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circulated by all of the major financial news wire services in the United States. A copy of
the press release was submitted to the SEC under cover of a Form 6-K on August 8, 2007.
Item 8. Prior Form 15 Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
Swisscom will publish the information required under Rule 12g3-2(b)(1)(iii) on its website,
http://www.swisscom.com.
PART III
Item 10. Exhibits
Not applicable.
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the
effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of
information that causes it reasonably to believe that, at the time of filing the Form 15F:
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The average daily trading volume of its subject class of securities in the
United States exceeded 5 percent of the average daily trading volume of that class of
securities on a worldwide basis for the same recent 12-month period that the issuer
used for purposes of Rule 12h-6(a)(4)(i); or |
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It otherwise did not qualify for termination of its Exchange Act reporting
obligations under Rule 12h-6. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, Swisscom AG has duly
authorized the undersigned person to sign on its behalf this certification on Form 15F. In so
doing, Swisscom AG certifies that, as represented on this Form, it has complied with all of the
conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the
Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act,
or both.
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Swisscom AG
(Registrant)
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/s/ U. Dietiker
Name: Ueli Dietiker
Title: Chief Financial Officer
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/s/ P. Kübler
Name: Philip Kübler
Title: General Counsel
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