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It
is proposed that this filing become effective under Rule
466:
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o
|
immediately
upon filing.
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|
o
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on
(Date) at (Time)
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Title
of Each Class of
Securities
to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Aggregate
Price Per Unit*
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Proposed
Maximum
Aggregate
Offering Price**
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Amount
of
Registration
Fee
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American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing one Ordinary Share of LUXOTTICA GROUP
S.p.A.
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100,000,000
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$0.05
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$5,000,000
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$535
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| * |
Each
unit represents one American Depositary Share.
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| ** |
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
receipts evidencing 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.
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Item
Number and Caption
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Location
in Form of American
Depositary
Receipt (“Receipt”)
Filed
Herewith as Prospectus
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1.
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Name
of depositary and address of its principal executive
office
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Face
of Receipt, Introductory article and bottom center
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||
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2.
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Title
of Receipts and identity of deposited securities
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Face
of Receipt, Top center
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Terms
of Deposit:
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||||
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(i)
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The
amount of deposited securities represented by one American
Depositary
Share
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Face
of Receipt, Upper right corner
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(ii)
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The
procedure for voting, if any, the deposited securities
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Paragraphs
(15), (16) and (18)
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(iii)
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The
collection and distribution of dividends
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Paragraphs
(4), (12), (13), (15) and (18)
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(iv)
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The
transmission of notices, reports and proxy soliciting
material
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Paragraphs
(11), (15), (16) and (18)
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(v)
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The
sale or exercise of rights
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Paragraphs
(13), (14), (15) and (18)
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(vi)
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The
deposit or sale of securities resulting from dividends, splits
or plans of
reorganization
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Paragraphs
(12), (13), (15), (17) and (18)
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(vii)
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Amendment,
extension or termination of the deposit arrangements
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Paragraphs
(20) and (21) (no provision for extensions)
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(viii)
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Rights
of holders of Receipts to inspect the transfer books of the
depositary and
the list of holders of Receipts
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Paragraph
(11)
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(ix)
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Restrictions
upon the right to deposit or withdraw the underlying
securities
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Paragraphs
(2), (3), (4), (5), (6), (8) and (22)
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(x)
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Limitation
upon the liability of the depositary
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Paragraphs
(14), (18), (19) and (21)
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3.
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Fees
and charges which may be imposed directly or indirectly against
holders of
Receipts
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Paragraphs
(7) and (8)
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Item
2.
AVAILABLE INFORMATION
Statement
that Luxottica Group S.p.A. is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended,
and,
accordingly, files certain reports with the Commission, and
that such
reports can be inspected by holders of American Depositary
Receipts and
copied at public reference facilities maintained by the Commission
in
Washington, D.C.
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Paragraph
(11)
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(a)
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Amended
and Restated Deposit Agreement, dated as of March , 2006, by and
among the
Company, Deutsche Bank Trust Company Americas, as successor depositary
(the “Depositary”),
and all Owners and holders from time to time of American Depositary
Shares
evidenced by American Depositary Receipts issued thereunder (including
the
form of American Depositary Receipt to be issued thereunder, attached
as
Exhibit A thereto). - Filed herewith as Exhibit
(a).
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(b)
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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.
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(c)
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Every
material contract relating to the deposited securities between
the
Depositary and the Company in effect at any time within the last
three
years. - Not Applicable.
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(d)
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Opinion
of counsel to the Depositary as to the legality of the securities
being
registered. - Filed herewith as Exhibit
(d).
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| (e) |
Certification
under Rule 466. - Not Applicable.
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(f)
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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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(a)
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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.
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(b)
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If
the amounts of fees charged are disclosed in the prospectus, the
Depositary under-takes 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 under-takes to notify each registered
holder
of an American Depositary Receipt 30 days before any change in
the fee
schedule.
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Legal
entity created by the form of Deposit Agreement for the issuance
of
American Depositary Receipts evidencing American Depositary Shares
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Deutsche
Bank Trust Company Americas, solely in its capacity as
Depositary
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By:
/s/Tom
Murphy
Name:
Tom Murphy
Title:
Vice President
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|
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By:
/s/Clare
Benson
Name:
Clare Benson
Title:
Vice President
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| LUXOTTICA GROUP S.p.A. | ||
| |
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| By: | /s/ Enrico Cavatorta | |
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Name: Enrico Cavatorta |
||
| Title: Chief Financial Officer | ||
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Name
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Title
|
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/s/Leonardo
Del
Vecchio
Leonardo
Del Vecchio
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Chairman
of the Board of Directors
|
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/s/Luigi
Francavilla
Luigi
Francavilla
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Deputy
Chairman of the Board of Directors
|
|
/s/Andrea
Guerra
Andrea
Guerra
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Chief
Executive Officer and Director
(Principal
Executive Officer)
|
|
Tancredi
Bianchi
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Director
|
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/s/Mario
Cattaneo
Mario
Cattaneo
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Director
|
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/s/Enrico
Cavatorta
Enrico
Cavatorta
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Chief
Financial Officer and Director
(Principal
Financial and Accounting Officer)
|
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/s/Roberto
Chemello
Roberto
Chemello
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Head
of Operations and Director
|
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/s/Claudio
Del
Vecchio
Claudio
Del Vecchio
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Director
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/s/Sergio
Erede
Sergio
Erede
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Director
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/s/Sabina
Grossi
Sabina
Grossi
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Director
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/s/Gianni
Mion
Gianni
Mion
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Director
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/s/Lucio
Rondelli
Lucio
Rondelli
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Director
|
|
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By: /s/Michael
A.
Boxer
Name:
Michael A. Boxer
Title: Authorized
Representative
|
|
Exhibit
Number
|
| (a) |
Amended
and Restated Deposit Agreement, dated as of March 28, 2006, by
and among
the Company, the Depositary, and all Holders from time to time
of American
Depositary Shares evidenced by American Depositary Receipts issued
thereunder.
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| (d) |
Opinion
of counsel to the Depositary as to the legality of the securities
to be
registered.
|