Registration No. 333 -
As filed with the Securities and Exchange Commission on March 31, 2009
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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 AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
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Gafisa S.A.
(Exact name of issuer of deposited securities as specified in its charter)
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[N/A]
(Translation of issuer's name into English)
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The 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 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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National Corporate Research, Ltd.
225 W. 34th Street, Suite 910
New York, New York 10122
(800) 221-0102
(Address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Manuel Garciadiaz, Esq. Herman H. Raspe, Esq.
Davis Polk & Wardwell Patterson Belknap Webb & Tyler LLP
450 Lexington Avenue 1133 Avenue of the Americas
New York, New York 10017 New York, New York 10036
(212) 450-4000 (212) 336-2000
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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 : |_|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares, each
representing two (2) common shares
of Gafisa S.A. 400,000,000 ADS $5.00 $20,000,000.00 $1116.00
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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 American Depositary Shares.
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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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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of Receipt
Item Number and Caption Filed Herewith as Prospectus
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1. Name of depositary and address of its principal executive Face of Receipt - Introductory paragraph.
office
2. Title of American Depositary Shares (the "ADSs") and Face of Receipt - Top Center.
identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraph (16).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying securities (7), (9) and (10).
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Location in Form of Receipt
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
3. Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, it is required to
file and submit certain reports with the United States Securities and Exchange
Commission (the "Commission"). These reports and documents can be retrieved from
the Commission's website (www.sec.gov), inspected and copied at public reference
facilities maintained by the Commission in Washington, D.C.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt filed as Exhibit A to the Amended and Restated Deposit Agreement
filed as Exhibit (a) to this Registration Statement on Form F-6 and is
incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Amended and Restated Deposit Agreement, dated as of March 21, 2007
(the "Deposit Agreement"), by and among Gafisa S.A. (the "Company"),
Citibank, N.A., as depositary (the "Depositary"), and all Holders
and Beneficial Owners of American Depositary Shares issued
thereunder (including the form of American Depositary Receipt
attached thereto). -- Filed herewith as Exhibit (a).
(b) Restricted ADR Letter Agreement, dated as of December 3, 2008, by
and among the Company, the Depositary and EIP Brazil Holdings, LLC.
-- Filed herewith as Exhibit (b).
(c) Rule 144A Deposit Agreement, dated as of March 21, 2007, by and
among the Company, the Depositary and all Holders and Beneficial
Owners of Rule 144A Global Depositary Shares evidenced by Rule 144A
Global Depositary Receipts issued thereunder. -- Filed herewith as
Exhibit (c).
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be 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 and the
authorized representative of the Company. -- Set forth on the
signature pages hereto.
ITEM 2. 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 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, by and among Gafisa S.A., Citibank,
N.A., as depositary, and the Holders and Beneficial Owners of American
Depositary Shares 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 30th day of March, 2009.
Legal entity created by the Amended and
Restated Deposit Agreement under which the
American Depositary Shares registered
hereunder are to be issued, each American
Depositary Share representing the right to
receive two (2) common shares of Gafisa S.A.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Keith Galfo
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Name: Keith Galfo
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Gafisa 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
Registration Statement on Form F-6 to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Sao Paulo, Brazil, on March 4, 2009.
Gafisa S.A.
By: /s/ Wilson Amaral de Oliveira
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Name: Wilson Amaral de Oliveira
Title: Chief Executive Officer
By: /s/ Alceu Duilio Calciolari
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Name: Alceu Duilio Calciolari
Title: Chief Financial Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Wilson Amaral de Oliveira and
Alceu Duilio Calciolari 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 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 as of March 4, 2009:
Signature Title
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/s/ Gary R. Garrabrant Chairman of the Board of Directors
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Gary R. Garrabrant
/s/ Wilson Amaral de Oliveira Chief Executive Officer (principal
----------------------------- executive officer)
Wilson Amaral de Oliveira
/s/ Alceu Duilio Calciolari Chief Financial Officer (principal
----------------------------- financial and accounting officer)
Alceu Duilio Calciolari
/s/ Thomas Joseph McDonald Director
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Thomas Joseph McDonald
/s/ Richard L. Huber Director
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Richard L. Huber
/s/ Caio Racy Mattar Director
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Caio Racy Mattar
/s/ Gerald Diho Reiss Director
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Gerald Diho Reiss
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Signature Title
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/s/ Jose Ecio Pereira da Costa Junior Director
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Jose Ecio Pereira da Costa Junior
/s/ Donald Puglisi Authorized Representative in the U.S.
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Donald Puglisi
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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 March 21, 2007
(b) Restricted ADR Letter Agreement, dated
as of December 3, 2008
(c) Rule 144A Deposit Agreement, dated as of
March 21, 2007
(d) Opinion of counsel to the Depositary
(e) Certificate under Rule 466
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