As filed with the Securities and Exchange Commission on March 19, 2008
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
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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)
The Republic of Italy
(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) 250-9100
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive offices)
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Carlo Tunioli
Benetton U.S.A. Corporation
597 Fifth Avenue, 11th Floor
New York, New York 10017-1020
Tel. No.: (212) 593-0290
(Address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
+44-20-7532-1000
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 maximum Amount of
Title of each class aggregate price offering registration
of Securities to be registered Amount to be registered per unit(1) price(2) fee
------------------------------- ----------------------- ---------------- ---------------- ------------
American Depositary Shares 100,000,000 American $ 0.05 $ 5,000,000.00 $ 196.50
evidenced by American Depositary Shares
Depositary Receipts, each
American Depositary Share
representing two ordinary
shares, par value euro 1.30
each, of Benetton Group S.p.A.
1 For the purpose of this table only the term "unit" is defined as one
American Depositary Share.
2 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 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 United States Securities
and Exchange Commission, acting pursuant to said Section 8(a) may determine.
This registration statement may be executed in any number of counterparts,
each of which shall be deemed an original, and all of such counterparts together
shall constitute one and the same instrument.
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The prospectus consists of the proposed form of American Depositary Receipt
("Receipt" or "American Depositary Receipt") included as Exhibits A and B to the
form of Amended and Restated Deposit Agreement filed as Exhibit (a)(5) to this
registration statement, which form of American Depositary Receipt 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 American Depositary
Receipt, introductory paragraph
2. Title of American Depositary Receipts and Face of American Depositary
identity of deposited securities Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary
represented by one unit of American Receipt, upper right corner
Depositary Receipts
(ii) The procedure for voting, if any, Condition 15
the deposited securities
(iii) The procedure for collection and Conditions 2, 4, 9, 13 and 21
distribution of dividends
(iv) The procedure for transmission of Conditions 12, 15 and 21
notices, reports and proxy soliciting
material
(v) The procedure for sale or exercise Conditions 2, 6, 9, 13 and 21
of rights
(vi) The procedure for deposit or sale Conditions 3, 4, 6, 8, 9, 13 and 16
of securities resulting from dividends,
splits or plans of reorganization
(vii) The procedure for amendment, Conditions 19, 20 and 21
extension or termination of the deposit
agreement
(viii) The procedure for rights of Condition 12
holders of Receipts to inspect the
transfer books of the depositary and the
list of holders of Receipts
(ix) Restrictions upon the right to Conditions 2, 4, 6 and 22
deposit or withdraw the underlying
securities
(x) Limitation upon the liability of the Conditions 10, 17, 18 and 23
depositary
3. Fees and Charges Condition 9
Item - 2. Available Information
Public Reports furnished by issuer Condition 12
Benetton Group S.p.A. furnishes the United States Securities and Exchange
Commission with certain public reports and documents required by foreign law or
otherwise under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Such public reports and documents are made
available in accordance with Rule 12g3-2(f) under the Exchange Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
(a)(1) Form of Deposit Agreement dated as of February 2, 1987 as
amended and restated as of May 31, 1989 among Benetton Group
S.p.A. (the "Company"), JPMorgan Chase Bank N.A. (formerly
Morgan Guaranty Trust Company of New York), as original
depositary (the "Original Depositary"), and the Holders and
Beneficial Owners (the "Holders") of American Depositary
Shares evidenced by American Depositary Receipts issued
thereunder (the "Original Deposit Agreement"), including the
form of American Depositary Receipt. - Previously filed
(file number 33-28236) and incorporated herein by reference.
(a)(2) Form of Amendment No. 1 to Original Deposit Agreement dated
as of June 22, 1989, among the Company, the Original
Depositary and the Holders - Previously filed (file number
33-28236) and incorporated herein by reference.
(a)(3) Form of Amendment No. 2 to Original Deposit Agreement dated
as of May 21, 2001, among the Company, the Original
Depositary and the Holders - Previously filed (file number
33-28236) and incorporated herein by reference.
(a)(4) Form of Amendment No. 3 to Original Deposit Agreement dated
as of October 26, 2007, among the Company, the Original
Depositary and the Holders - Previously filed (file number
33-28236) and incorporated herein by reference.
(a)(5) Form of Amended and Restated Deposit Agreement among
Benetton Group S.p.A., Deutsche Bank Trust Company Americas,
as successor depositary (the "Depositary"), and the Holders
of American Depositary Shares evidenced by American
Depositary Receipts issued thereunder (the "Deposit
Agreement"), including the form of American Depositary
Receipt. - Filed herewith as Exhibit (a)(5).
(b) Any other agreement to which the Depositary is a party
relating to the issuance of the American Depositary Shares
registered hereby or the custody of the deposited securities
represented thereby. - 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. - Not Applicable.
(d) Opinion of White & Case LLP, counsel to the Depositary,
as to the legality of the securities being registered. -
Filed herewith as Exhibit (d).
(e) Certification under Rule 466. - Not Applicable.
(f) Powers of attorney for certain officers and directors of the
Company. Set forth on the signature page hereto.
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 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 Company.
(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 American Depositary Receipt 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 the
City of New York, New York, on March 19, 2008.
Legal entity created by the form of
Deposit Agreement for the issuance
of American Depositary Receipts for
ordinary shares, par value
euro 1.30 per share, of Benetton
Group S.p.A.
DEUTSCHE BANK TRUST COMPANY
AMERICAS, AS DEPOSITARY
By: /s/ James Kelly
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Name: James Kelly
Title: Vice President
By: /s/ Chris Konopelko
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Name: Chris Konopelko
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-6 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Ponzano Veneto (TV), Italy, on March 19, 2008.
BENETTON GROUP S.p.A.
By: /s/ Luciano Benetton
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Name: Luciano Benetton
Title: Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Luciano Benetton and Alessandro Benetton,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including pre-effective and post-effective amendments) to this registration
statement, and to file or cause to be filed the same, with all exhibits thereto
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, his or her full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to 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 his or her substitute,
may lawfully do or cause to be done by virtue of this Power of Attorney.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the indicated capacities
and on March 19, 2008.
Signature Title
------------------------------------ -----------------------------------
/s/ Luciano Benetton Chairman of the Board and Chief
------------------------------------ Executive Officer
Luciano Benetton
------------------------------------ Director
Gilberto Benetton
------------------------------------ Deputy Chairman
Alessandro Benetton
------------------------------------ Deputy Chairman
Carlo Benetton
------------------------------------ Director
Giuliana Benetton
/s/ Gerolamo Caccia Dominioni
------------------------------------ Managing Director
Gerolamo Caccia Dominioni
------------------------------------ Director
Gianni Mion
/s/ Luigi Arturo Bianchi
------------------------------------ Director
Luigi Arturo Bianchi
Signature Title
------------------------------------ -----------------------------------
/s/ Giorgio Brunetti
------------------------------------ Director
Giorgio Brunetti
/s/ Alfredo Malguzzi
------------------------------------ Director
Alfredo Malguzzi
/s/ Robert Singer
------------------------------------ Director
Robert Singer
/s/ Emilio Foa
------------------------------------ Chief Financial Officer
Emilio Foa
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly
authorized representative in the United States of Benetton Group S.p.A. has
signed this registration statement or amendment thereto in the City of New York,
New York, on March 18, 2008.
BENETTON U.S.A. CORPORATION
By: /s/ Carlo Tunioli
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Name: Carlo Tunioli
Title: President
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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(a)(1) Form of Original Deposit Agreement - Previously filed (file
number 33-28236) and incorporated herein by reference.
(a)(2) Form of Amendment No. 1 to Original Deposit Agreement -
Previously filed (file number 33-28236) and incorporated herein
by reference.
(a)(3) Form of Amendment No. 2 to Original Deposit Agreement
- Previously filed (file number 33-28236) and incorporated herein
by reference.
(a)(4) Form of Amendment No. 3 to Original Deposit Agreement
- Previously filed (file number 33-28236) and incorporated herein
by reference.
(a)(5) Form of Amended and Restated Deposit Agreement - Filed
herewith as Exhibit (a)(5).
(d) Opinion of White & Case LLP, counsel to the Depositary, as to
the legality of the securities being registered - Filed
herewith as Exhibit (d).