As filed with the Securities and Exchange Commission on March 28, 2007
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
BANCO BRADESCO S.A.
(Exact name of issuer of deposited securities as specified in its charter)
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BANK BRADESCO
(Translation of issuer's name into English)
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Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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399 Park Avenue
New York, New York 10022
(212) 816-6690
(Address, including zip code, and telephone number, including area
code, of Depositary's principal executive offices)
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Banco Bradesco S.A.
126 E 56th Street (9th floor)
New York, New York 10022
Attn: Mr. Paulo Faustino da Costa
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Ricardo Anzaldua-Montoya, Esq. Patricia Brigantic, Esq.
Cleary, Gottlieb, Steen & Hamilton Citibank, N.A.
One Liberty Plaza 388 Greenwich Street - 19th Floor
New York, New York 10006 New York, New York 10013
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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
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Proposed Maximum Proposed Amount of
Title of Each Class of Amount to be Aggregate Offering Maximum Aggregate Registration
Securities to be Registered Registered Price Per Unit* Offering Price** Fee
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American Depositary Shares, each representing one (1)
Non-Voting Preferred Shares, without par value, of
Banco Bradesco S.A. 500,000,000 $5.00 $25,000,000 $767.50
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* Each unit represents 100 American Depositary Shares.
** 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 such receipts evidencing such American Depositary Shares.
This Registration Statement may be executed in any number of counterparts, each
of which shall be deemed an original, and all of such counterparts shall
constitute one and the same instrument.
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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 American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of depositary and address of its Face of Receipt - Introductory Paragraph and
principal executive office last sentence of Face
2. Title of American Depositary Receipts and Face of Receipt - top center and Introductory
identity of deposited securities Paragraph
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt - upper right corner and
represented by one American Depositary Introductory Paragraph
Share
(ii) The procedure for voting, if any, the Reverse of Receipt - Paragraphs 15 and 16
deposited securities
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph 14
(iv) The transmission of notices, reports and Reverse of Receipt - Paragraphs 13 and 15
proxy soliciting material
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs 14 and 15
(vi) The deposit or sale of securities resulting Face of Receipt - Paragraphs 3 and 7
from dividends, splits or plans of Reverse of Receipt - Paragraphs 14 and 17
reorganization
(vii) Amendment, extension or termination of the Reverse of Receipt - Paragraphs 21 and 22 (no
deposit agreement provision for extensions)
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(viii) Rights of holders of Receipts to inspect Reverse of Receipt - Paragraph 13
the transfer books of the depositary
and the list of holders of Receipts
(ix) Restrictions upon the right to deposit or Face of Receipt - Paragraphs 2, 3, 4, 6, 7, 9
withdraw the underlying securities and 10
(x) Limitation upon the liability of the Face of Receipt - Paragraph 7
depositary Reverse of Receipt - Paragraphs 18 and 19
3. Fees and charges which may be imposed Face of Receipt - Paragraph 10
directly or indirectly on holders of Receipts
Item 2. AVAILABLE INFORMATION Reverse of Receipt - Paragraph 13
Banco Bradesco S.A. is subject to the periodic reporting requirements of
the Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports and other information can be retrieved from the
Commission's website at www.sec.gov and copied at public reference facilities
maintained by the Commission located at 100 F. Street, NE, Washington, D.C.
20549.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
included as Exhibit A to the Amendment No. 1 to Amended and Restated Deposit
Agreement filed as Exhibit (a) to this to Registration Statement on Form F-6 and
incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Amendment No. 1 to Amended and Restated Deposit Agreement, dated
as of March 19, 2004, by and among BANCO BRADESCO S.A. (the "Bank"), Citibank,
N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners
from time to time of American Depositary Shares evidenced by American Depositary
Receipts issued thereunder, including the form of American Depositary Receipts
to be issued thereunder. - Filed herewith as Exhibit (a).
(a)(ii) Amended and Restated Deposit Agreement, dated as of November
21, 2001 (the "Amended and Restated Deposit Agreement"), by and among the Bank,
the Depositary, and all Holders and Beneficial Owners from time to time of
American Depositary Shares evidenced by American Depositary Receipts issued
thereunder, including the form of American Depositary Receipts to be issued
thereunder.*
(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. - None.
(c) Every material contract relating to the deposited securities
between the Depositary and the Company in effect within the last three years. -
None.
(d) Opinion of Patricia Brigantic, counsel to the Depositary, as to
the legality of the securities to be registered. -- Filed herewith as Exhibit
(d).
(e) Rule 466 Certification. - Filed herewith as Exhibit (e).
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company- Set forth on the signatures pages
hereto.
Item 4. UNDERTAKINGS
a) The Depositary hereby undertakes to make available at the principal agency
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.
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* Previously filed and incorporated by reference to the Registration Statement
on Form F-6, No. 333-13950.
b) The Depositary hereby 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 (30) days before any change in the fee
schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Citibank, N.A., on behalf of the legal entity created by the Amended
and Restated Deposit Agreement, dated as of November 21, 2001, as amended by
Amendment No. 1, dated as of March 19, 2004 (the "Deposit Agreement"), by and
among BANCO BRADESCO S.A., Citibank, N.A., as depositary, and the Holders and
Beneficial Owners from time to time of American Depositary Shares evidenced by
American Depositary Receipts issued thereunder, 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 No. 1 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 the 28th day of
March, 2007.
Legal entity created by the Deposit
Agreement for the issuance of American
Depositary Shares evidenced American
Depositary Receipts issued thereunder, each
representing one (1) non-voting preferred
share, without par value, of BANCO BRADESCO
S.A.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Teresa Loureiro-Stein
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Name: Teresa Loureiro-Stein
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
BANCO BRADESCO S.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 No. 1 to Registration Statement on Form F-6 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Osasco, State of Sao Paulo, Brazil, on the 28th day of March, 2007.
BANCO BRADESCO S.A.
By: /s/ Milton Almicar Silva Vargas
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Name: Milton Almicar Silva Vargas
Title: Executive Vice President
POWERS OF ATTORNEY
NOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Paulo Faustino da Costa,
addressed at 126 E 56th Street, 9th Floor, New York, New York 10022, to act as
his/her true and lawful attorney-in-fact and agent, with full power of
substitution, for him/her and in his/her name, place and stead, in any and all
such capacities, to sign the Amendment No. 1 to the Amended and Restated Deposit
Agreement (each as defined in this Registration Statement) and to sign any and
all amendments, including post-effective amendments, and supplements to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the United States Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his/her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form F-6 has been signed by the following persons in
the following capacities on the 28th day of March, 2007.
Signature Title
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/s/ Lazaro de Mello Brandao Chairman
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Lazaro de Mello Brandao
/s/ Antonia Bornia Vice-Chairman
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Antonia Bornia
/s/ Mario da Silveira Teixeira Junior Director
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Mario da Silveira Teixeira Junior
/s/ Marcio Artur Laurelli Cypriano Director and Chief Executive Officer
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Marcio Artur Laurelli Cypriano
/s/ Joao Aguliar Alvarez Director
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Joao Aguliar Alvarez
/s/ Denise Aguiar Alvarez Valente Director
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Denise Aguiar Alvarez Valente
/s/ Milton Almicar Silva Vargas Chief Accounting Officer and Chief
-------------------------------------- Financial Officer
Milton Almicar Silva Vargas
Authorized Representative in the U.S.
/s/ Paulo Faustino da Costa
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Paulo Faustino da Costa
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Amendment No. 1 to Amended and
Restated Deposit Agreement, dated as
of March 19, 2004
(d) Opinion of Counsel to the Depositary
(e) Certification under Rule 466