Unassociated Document
As filed with the Securities and Exchange Commission on October 26, 2007
33-28236

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
BENETTON GROUP S.p.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)

Republic of Italy
(Jurisdiction of Incorporation or organization of Issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, New York 10004
Tel. No.: (212) 623-0636
(Address, including zip code, and telephone number of depositary's principal offices)
Carlo Tunioli
Benetton U.S.A. Corporation
601 Fifth Avenue, 4th Floor
New York, New York 10017
(212) 593-0290
(Address, including zip code, and telephone number of agent for service)
With copies to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
 ximmediately upon filing  oon ____ at --- (EST). If a separate registration statement has been filed to register the deposited shares, check the following box. o
CALCULATION OF REGISTRATION FEE
 
 
 
 
Title of Each Class of
Securities to be Registered
 
 
 
Amount
to be Registered
 
Proposed Maximum
Offering
Price Per Unit
 
Proposed Maximum
Aggregate Offering
Price
 
 
 
Amount of
Registration Fee
 
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two ordinary shares of Benetton Group S.p.A.
N/A
 
 
 
N/A
 
 
 
N/A
 
 
 
N/A
Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No.33-12135. This Registration Statement constitutes Post-Effective Amendment No. 3 to Registration Statement 33-12135.








The Prospectus consists of the form of American Depositary Receipt included as Exhibit A to the form of Amendment No. 3 to Deposit Agreement filed as Exhibit (a)(4) to this Registration Statement, which is incorporated herein by reference.

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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
       
Location in Form of
 
Item Number
  
American Depositary Receipt Filed
 
and Caption
  
Herewith as Prospectus
         
1.
Name of depositary and
  
Face, introductory paragraph
 
address of its principal
  
and final sentence on face.
 
executive office
    
         
2.
Title of American Depositary
  
Face, top center and
 
Receipts and identity of
  
introductory paragraph
 
deposited securities
    
         
 
Terms of Deposit
    
         
 
(i)
The amount of deposited
  
Face, upper right corner
   
securities represented by
 
and introductory paragraph
   
one unit of American
    
   
Depositary Receipts
    
         
 
(ii)
The procedure for voting,
  
Reverse, paragraphs (2) and (3)
 
  
if any, the deposited securities
    
         
 
(iii)
The collection and
  
Face, paragraphs (4) and (6);
   
distribution of dividends
  
Reverse, paragraphs (1) and (2)
 
        
 
(iv)
The transmission of
  
Reverse, paragraphs (3) and (5)
   
notices, reports and
    
 
 
proxy soliciting material
    
         
 
(v)
The sale or exercise of
 
Face, paragraphs (3) and (4);
   
rights
  
Reverse, paragraphs (1) and (6)
 
        
 
(vi)
The deposit or sale of
  
Face, paragraphs (3);
   
securities resulting from
  
Reverse, paragraphs (1), (4) and (6)
   
dividends, splits or plans of reorganization
    
         
 
(vii)
Amendment, extension or
  
Reverse, paragraphs (9) and (10)
   
termination of the Deposit
  
(no provision for extension)
   
Agreement
    


1
       
Location in Form of
 
Item Number
  
American Depositary Receipt Filed
 
and Caption
  
Herewith as Prospectus
         
 
(viii)
Rights of holders of Receipts
  
Reverse, paragraph (5)
   
to inspect the transfer books
    
   
of the Depositary and the
    
   
lists of holders of Receipts
    
         
 
(ix)
Restrictions upon the right
 
Face, paragraphs (1), (2),
   
to deposit or withdraw the
  
(3), (4) and (6)
 
 
underlying securities
    
         
 
(x)
Limitation upon the liability
  
Reverse, paragraph (7)
   
of the Depositary
    
         
3.
Description of all fees and
 
Face, paragraph (7)
 
charges which may be imposed
    
 
directly or indirectly against
    
 
the holders of Receipts
    
         
Item 2. AVAILABLE INFORMATION  
 
Item Number
  
Location in Form of
Receipt Filed
and Caption
  
Herewith as Prospectus
Statement that upon effectiveness of the effectiveness of the termination of the Company's reporting requirements under the Exchange Act, the Company shall publish on its website (www.benettongroup.com) on an ongoing basis, or otherwise furnish the United States Securities and Exchange Commission (the "Commission") with, certain public reports and documents required by foreign law or otherwise under Rule 12g3-2(b) under the Exchange Act. To the extent furnished to the Commission, such reports and documents may be inspected and copied at the public reference facilities maintained by the Commission located at 100 F Street, NE, Washington, DC 20549  
  
Face, paragraph (10)
 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)(1) Deposit Agreement dated as of February 2, 1987 as amended and restated as of May 31, 1989 among Benetton Group S.p.A., JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of American Depositary Receipts issued thereunder (the "Deposit Agreement").*

(a)(2) Amendment No. 1 to Deposit Agreement.*

(a)(3) Amendment No. 2 to Deposit Agreement.*

(a)(4)  Amendment No. 3 to Deposit Agreement. Filed herewith as Exhibit (a)(4)

(b)  Any other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of the deposited securities represented thereby. - None.

(c)  Any 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. - None.

(d)  Opinion of counsel to the Depositary, as to the legality of the securities to be registered.*

(e)  Certification under Rule 466. Filed herewith as Exhibit (e)

(f)        Powers-of-Attorney. Filed herewith as Exhibit (f)
 
* previously filed

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.

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SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all of the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to 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 October 25, 2007.


 
Legal entity created by the form of Deposit Agreement for the issuance of
ADRs evidencing American Depositary Shares
     
 
By: JPMORGAN CHASE BANK, N.A., in its capacity as Depositary
     
     
 
By:
/s/Melinda L. VanLuit        
 
Name:
Melinda L. VanLuit
 
Title:
Vice President

2


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Benetton Group S.p.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 Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized on October 25, 2007.

 
Benetton Group S.p.A.
     
     
     
 
By: 
/s/Luciano Benetton*
 
Name:
Luciano Benetton
 
Title:
Chairman of the Board and Chief
Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on October 25, 2007.

Name
  
Title
     
     
     
/s/Luciano Benetton*  
  
Chairman of the Board and Chief Executive
Luciano Benetton
  
Officer
     
     
     
/s/Gilberto Benetton*
 
Director
Gilberto Benetton
    
     
     
     
/s/Alessandro Benetton*
 
Deputy Chairman
Alessandro Benetton
    
     
     
     
/s/Carlo Benetton*
 
Deputy Chairman
Carlo Benetton
    
     
     
     
/s/Giuliana Benetton*
 
Director
Giuliana Benetton
    


3






/s/Gerolamo Caccia Dominioni*
 
Managing Director
Gerolamo Caccia Dominioni
    
     
     
     
/s/Gianni Mion*
 
Director
Gianni Mion
    
     
     
     
/s/Luigi Arturo Bianchi*
 
Director
Luigi Arturo Bianchi
    
     
     
     
/s/Giorio Brunetti*
 
Director
Giorgio Brunetti
    
     
     
     
/s/Alfredo Malguzzi*
 
Director
 Alfredo Malguzzi
    
     
     
     
     
/s/Robert Singer*  
  
Director
Robert Singer
    
     
     
     
/s/Mr. Emilio Foa
 
Chief Financial Officer
Mr. Emilio Foà
    
     
     
     
     
*By: /s/Luciano Benetton .  
    
Luciano Benetton
   
Attorney-in-Fact
    


4


SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, duly authorized representative in the United States of Benetton Group S.p.A., has signed this Post-Effective Amendment to Registration Statement on Form F-6 on October 25, 2007.

 
BENETTON U.S.A. CORPORATION
   
   
   
 
By: /s/Carlo Tunioli  
 
Name: Carlo Tunioli
 
Title: President



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INDEX TO EXHIBITS

Exhibit
Number
  
   
(a)(4)
Amendment No. 3 to Deposit Agreement
   
(e)
Rule 466 Certification
   
(f)
Power of Attorney. Certified minutes of Meeting of Board of Directors held September 12, 2007 pursuant to which Power of Attorney was granted

6