As filed with the Securities and Exchange Commission on June 8, 2004
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
For Depositary Shares Evidenced by American Depositary Receipts for
ordinary shares, nominal value 2 euro per share of
SANOFI-SYNTHELABO
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
FRANCE
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1727
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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The Bank of New York
ADR Division
101 Barclay Street, 22nd Floor
New York, New York, 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
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. [X]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount of
Title of each class Amount to be maximum aggregate price maximum aggregate registration
of Securities to be registered registered per unit (1) offering price fee (2)
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American Depositary Shares 200,000,000 American $5.00 $10,000,000 $1,270.00
evidenced by American Depositary Shares
Depositary Receipts, each
American Depositary Share
representing ordinary shares,
nominal value 2 euro per share,
of Sanofi-Synthelabo
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1 For the purpose of this table only the term "unit" is defined as 100
American Depositary Shares.
2 Calculated as the product of the proposed maximum aggregate offering
price and .00012670.
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The prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit
1 to this Registration Statement which is incorporated herein by reference.
2
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
----------------------- ----------------------------
1. Name and address of depositary Introductory Article
2. Title of American Depositary Receipts and identity of Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the Articles number 15, 16 and 18
deposited securities
(iii) The collection and distribution of dividends Articles number 4, 12, 13, 15 and
18
(iv) The transmission of notices, reports and proxy Articles number 11, 15, 16 and 18
soliciting material
(v) The sale or exercise of rights Articles number 13, 14, 15 and 18
(vi) The deposit or sale of securities resulting Articles number 12, 13, 15, 17 and
from dividends, splits or plans of reorganization 18
(vii) Amendment, extension or termination of the Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit or Articles number 2, 3, 4, 5, 6, 8
withdraw the underlying securities and 22
(x) Limitation upon the liability of the depositary Articles number 14, 18, 19 and 21
3. Fees and Charges Articles number 7 and 8
Item - 2. Available Information
Public reports furnished by issuer Article number 11
3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
a. Form of Deposit Agreement dated as of June 28, 2002 among
Sanofi-Synthelabo, The Bank of New York as Depositary, and all
Owners and Beneficial Owners from time to time of American
Depositary Receipts issued thereunder. - Filed herewith as Exhibit
1.
b. Any other agreement to which the Depositary is a party relating to
the issuance of the Depositary Shares registered hereby or the
custody of the deposited securities represented. - 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. - See (a) above.
d. Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered. - Filed herewith
as Exhibit 4.
e. Certification under Rule 466. - Filed herewith as Exhibit 5.
f. Power of Attorney. - Filed herewith as Exhibit 6.
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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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, State of New York, on June 7, 2004.
Legal entity created by the agreement for the
issuance of American Depositary Receipts for
ordinary shares, nominal value 2 euro per share,
of Sanofi-Synthelabo.
By: The Bank of New York,
As Depositary
By: /s/ Vincent J. Cahill, Jr.
--------------------------
Vincent J. Cahill, Jr.
Vice President
5
Pursuant to the requirements of the Securities Act of 1933,
Sanofi-Synthelabo has caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Paris,
France on June 8, 2004.
SANOFI-SYNTHELABO
By: /s/ Jean-Francois Dehecq
-------------------------------------------
Name: Jean-Francois Dehecq
Title: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jean-Francois Dehecq Chairman, Chief Executive Officer and June 8, 2004
----------------------------------- Director (Principal Executive Officer)
Jean-Francois Dehecq
/s/ Marie-Helene Laimay Senior Vice President and Chief Financial June 8, 2004
----------------------------------- Officer (Principal Financial Officer)
Marie-Helene Laimay
/s/ Jean-Luc Renard Vice President Corporate Accounting and June 8, 2004
----------------------------------- Tax (Principal Accounting Officer)
Jean-Luc Renard
* Director June 8, 2004
-----------------------------------
Rene Barbier de la Serre
* Director June 8, 2004
-----------------------------------
Robert Castaigne
* Director June 8, 2004
-----------------------------------
Pierre Castres Saint Martin
* Director June 8, 2004
-----------------------------------
Thierry Desmarest
* Director June 8, 2004
-----------------------------------
Lord Douro
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Signature Title Date
--------- ----- ----
* Director June 8, 2004
-----------------------------------
Elf Aquitaine
Represented by: Jean-Paul Leon
* Director June 8, 2004
-----------------------------------
Pierre-Gilles de Gennes
----------------------------------- Director
Herve Guerin
* Director June 8, 2004
-----------------------------------
L'Oreal
Represented by: Christian Mulliez
* Director June 8, 2004
-----------------------------------
Lindsay Owen-Jones
* Director June 8, 2004
-----------------------------------
Gerard Van Kemmel
* Director June 8, 2004
-----------------------------------
Bruno Weymuller
* Authorized Representative in the United June 8, 2004
----------------------------------- States of America
Timothy Rothwell
* By: /s/ Laurent Cohen-Tanugi
-----------------------------------
Name: Laurent Cohen-Tanugi
As Attorney-in-fact for each of the
persons indicated
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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1 Form of Deposit Agreement dated as of June 28, 2002 among
Sanofi-Synthelabo, The Bank of New York as Depositary, and all
Owners and Beneficial Owners from time to time of American
Depositary Receipts issued thereunder.
4 Opinion of Emmet, Marvin & Martin, LLP, counsel for the
Depositary, as to legality of the securities to be registered.
5 Certification under Rule 466.
6 Power of Attorney.
8