As filed with the Securities and Exchange Commission on September 14, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
________________________________
POSCO
(formerly known as POHANG IRON & STEEL CO., LTD.)
(Exact name of issuer of deposited securities as specified in its charter)
__________________________________
The Republic of Korea
(Jurisdiction of incorporation or organization of issuer)
The Bank of New York
(Exact name of depositary as specified in its charter)
One Wall Street
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
___________________________________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
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. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares representing Shares of Common Stock of POSCO | 200,000,000 American Depositary Shares | $5.00 | $10,000,000.00 | $307.00 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Deposit Agreement filed as Exhibit 1.2 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
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Paragraphs (15) and (16)
securities
(iii) The collection and distribution of dividends
Paragraphs (12, (14) and (15)
(iv) The transmission of notices, reports and proxy
Paragraphs (11), (15), and (16)
soliciting material
(v) The sale or exercise of rights
Paragraph (13)
(vi) The deposit or sale of securities resulting from
Paragraphs (12) and (17)
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Paragraphs (20) and (21)
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Paragraph (11)
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to transfer or
Paragraphs (2), (3), (4), (6) and (8)
withdraw the underlying securities
(x) Limitation upon the liability of the depositary
Paragraphs (13) and (18)
3. Fees and Charges
Paragraph (7)
Item 2. Available Information.
Public reports furnished by issuer
Paragraph (11)
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(a)
Form of Deposit Agreement dated as of September 26, 1994, among Pohang Iron & Steel Co., Ltd., The Bank of New York as Depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.1.
(b)
Form of Amendment No. 1 to Deposit Agreement dated as of June 25, 1997, among Pohang Iron & Steel Co., Ltd., The Bank of New York as Depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. – Filed herewith as Exhibit 1.2.
(c)
Form of letter dated as of October 21, 1994 from the Depositary to Pohang Iron & Steel Co., Ltd. relating to pre-release activities. - Filed herewith as Exhibit 2.
(d)
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) and (b) above.
(e)
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4.
(f)
Certification under Rule 466. - Filed herewith as Exhibit 5.
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 thirty 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 the City of New York, State of New York, on September 14, 2007.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Shares of Common Stock of POSCO.
By:
The Bank of New York,
As Depositary
By: /s/ Nuno Da Silva
Name: Nuno Da Silva
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, POSCO has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Seoul, Republic of Korea on September 14, 2007.
POSCO
By: /s/ Lee, Ku-Taek
Name: Lee, Ku-Taek
Title: Chief Executive Officer and
Representative Director
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 September 14, 2007.
Name
Title
/s/ Lee, Ku-Taek
Chief Executive Officer, Representative Director
Lee, Ku-Taek
Director
/s/ Yoon, Seok-Man
President, Representative Director
Yoon, Seok-Man
Director
/s/ Lee, Youn
President, Representative Director
Lee, Youn
Director
/s/ Chung, Joon-Yang
President, Representative Director
Chung, Joon-Yang
Director
/s/ Cho, Sung-Sik
Senior Executive Vice President, Director
Cho, Sung-Sik
/s/ Lee, Dong-Hee
Senior Executive Vice President, Director, Principal
Lee, Dong-Hee
Financial Officer & Principal Accounting Officer
______________________
Chairman of the Board, Director
Kim, E. Han
______________________
Director
Park, Young-Ju
/s/ Jun, Kwang-Woo
Director
Jun, Kwang-Woo
/s/ Jones, Jeffrey D.
Director
Jones, Jeffrey D.
/s/ Suh, Yoon-Suk
Director
Suh, Yoon-Suk
/s/ Park, Won-Soon
Director
Park, Won-Soon
______________________
Director
Ahn, Charles
/s/ Huh, Sung K.
Director
Huh, Sung K.
/s/ Sun, Wook
Director
Sun Wook
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF POSCO
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of POSCO, has signed this Registration Statement or amendment thereto in Woodcliff Lake, New Jersey, on September 14, 2007.
By: /s/ Jong-Wan Yoo
Name: Jong-Wan Yoo
Title: President, POSCO America Corp.
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1.1
Form of Deposit Agreement dated as of September 26, 1994, among Pohang
Iron & Steel Co., Ltd., The Bank of New York as Depositary, and all
Holders and Beneficial Owners from time to time of American Depositary
Receipts issued thereunder.
1.2
Form of Amendment No. 1 to Deposit Agreement dated as of June 25, 1997,
among Pohang Iron & Steel Co., Ltd., The Bank of New York as Depositary,
and all Holders and Beneficial Owners from time to time of American
Depositary Receipts issued thereunder.
2
Form of letter dated October 21, 1994 from the Depositary to Pohang Iron
& Steel Co., Ltd. relating to pre-release activities.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered.
5
Certification under Rule 466.