As filed with the Securities and Exchange Commission on May 8, 2007
Registration No. 333 -
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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, AS AMENDED,
FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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(Exact name of issuer of deposited securities as specified in its charter)
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TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED
(Translation of issuer's name into English)
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The Republic of China
(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 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
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TSMC North America
2585 Junction Avenue
San Jose, CA 95134 USA
(408) 382-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
David Meredith, Esq. Patricia Brigantic, Esq.
Anthony S. Wang, Esq. Citibank, N.A.
Weil, Gotshal & Manges LLP 388 Greenwich Street -17th Floor
767 Fifth Avenue, New York, New York 10013
New York, NY 10153
(212)-310-8000
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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
Aggregate Proposed Amount of
Title of Each Class of Amount to be Offering Price Maximum Aggregate Registration
Securities to be Registered Registered* Per Unit ** Offering Price *** Fee
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American Depositary Shares ("ADSs"), each ADS 200,000,000 $5.00 $10,000,000 $307
representing five (5) Common Shares, par value
NT$10 each, of Taiwan Semiconductor Manufacturing
Company Limited.
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* An additional 960,000,000 American Depositary Shares were previously
registered under Registration Statement Nos. 333-7610, 333-9676,
333-11958, 333-14230, 333-123814 and 333-126397 which are each being
amended hereby.
** 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
together shall constitute one and the same instrument.
ii
PROSPECTUS
The Prospectus consists of the form of American Depositary Receipt
included as Exhibit A to the Amended and Restated Deposit Agreement filed
as Exhibit (a) to this Registration Statement and incorporated herein by
reference.
iii
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 principal Face of Receipt - Introductory
executive office paragraph
2. Title of Receipts and identity of deposited Face of Receipt - Top center
securities and introductory paragraph
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt - Upper right corner
represented by one American Depositary
Share
(ii) The procedure for voting, if any, the Reverse of Receipt - Paragraphs (17),
deposited securities (18) and (19)
(iii) The collection and distribution of Face of Receipt - Paragraphs (2),
dividends (6), (8) and (10)
Reverse of Receipt - Paragraphs (16) and
(17)
(iv) The transmission of notices, reports and Reverse of Receipt - Paragraph (21)
proxy soliciting material
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(v) The sale or exercise of rights Face of Receipt - Paragraphs (5) and (6)
Reverse of Receipt - Paragraph (16)
(vi) The deposit or sale of securities Face of Receipt - Paragraphs (4), (5)
resulting from dividends, splits or plans and (6)
of reorganization Reverse of Receipt - Paragraphs (16)
and (20)
(vii) Amendment, extension or termination Reverse of Receipt - Paragraphs (25)
of the deposit agreement and (26) (no provision for extension)
(viii) Rights of holders of Receipts to inspect Reverse of Receipt - Paragraph (21)
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),
withdraw the underlying securities (3), (5), (6) and (7)
(x) Limitation upon the liability of the Reverse of Receipt - Paragraph
depositary (23)
3. Fees and charges which may be imposed Face of Receipt - Paragraph (9)
directly or indirectly on holders of Receipts
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (15)
2(b) Taiwan Semiconductor Manufacturing Company Limited 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 inspected by holders of Receipts and copied at public
reference facilities maintained by the Commission located at 100 F. Street, N.E,
Washington D.C. 20549.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Amended and Restated Deposit Agreement, dated as of April 13,
2005, as further amended and restated as of November 30, 2005, among Taiwan
Semiconductor Manufacturing Company Limited (the "Company"), Citibank, N.A., as
depositary (the "Depositary"), and all Holders and Beneficial Owners of American
Depositary Shares evidenced by the American Depositary Receipts issued
thereunder. -- Filed herewith as Exhibit (a).
(b) 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. -- 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 for the Depositary, as to
the legality of the securities registered. -- Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. -- Filed herewith as Exhibit (e).
(f) Powers of Attorney for certain officers and directors of the
Company. -- Set forth on the signature pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary 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 amount of fees charged is 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 (30) days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Citibank, N.A., acting solely on behalf of the legal entity created by
the Amended and Restated Deposit Agreement, dated as of April 13, 2005, as
further amended and restated as of November 30, 2005, among Taiwan Semiconductor
Manufacturing Company Limited, Citibank, N.A., as depositary, and all 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 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 8th day of May, 2007.
Legal entity created by the Amended and
Restated Deposit Agreement for the
issuance of American Depositary Receipts
evidencing American Depositary Shares
issued thereunder, each American
Depositary Share representing five (5)
Common Shares, par value NT $10.00 per
share, of Taiwan Semiconductor
Manufacturing Company Limited.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Emi Mak
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Name: Emi Mak
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Taiwan Semiconductor Manufacturing Company Limited 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 on Form F-6 to be
signed on its behalf by the undersigned thereunto duly authorized, in Taipei,
Taiwan on this 8th day of May, 2007.
TAIWAN SEMICONDUCTOR MANUFACTURING
COMPANY LIMITED
By: /s/ Lora Ho
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Name: Lora Ho
Title: Vice President and Chief
Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lora Ho, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments, including post-effective amendments and supplements to this
Registration Statement on Form F-6, 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 for all
intents and purposes as each such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 May 8, 2007.
Signature Title
/s/ Morris Chang
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Morris Chang Chairman
/s/ F.C. Tseng
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F.C. Tseng Director and Vice Chairman
/s/ Rick Tsai
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Rick Tsai Director, President and Chief Executive
Officer
/s/ Chintay Shih
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Chintay Shih Director
/s/ Stan Shih
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Stan Shih Director
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Lester Carl Thurow Director
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Sir Peter Leahy Bonfield Director
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Carleton (Carly) S. Fiorina Director
/s/ Lora Ho
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Lora Ho Vice President, Chief Financial Officer and
Spokesperson
/s/ Jessica Chou
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Jessica Chou Chief Accounting Officer or Controller
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES OF
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED
Pursuant to the Securities Act of 1933, as amended, the undersigned,
the duly authorized representative in the United States of Taiwan Semiconductor
Manufacturing Company Limited has signed the Registration Statement in San Jose,
California, on this 8th day of May, 2007.
TSMC NORTH AMERICA
By: /s/ Scott Hover-Smoot
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Name: Scott Hover-Smoot
Title: Regional Counsel
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Amended and
Restated Deposit
Agreement, dated as of
April 13, 2005, as further
amended and restated as of
November 30, 2005
(d) Opinion of counsel
to the Depositary
(e) Certification under Rule 466