As filed with the Securities and Exchange Commission on November 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, AS AMENDED, FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
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LG.Philips LCD Co., Ltd.
(Exact name of issuer of deposited securities as specified in its charter)
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LG.Philips LCD Co., Ltd.
(Translation of issuer's name into English)
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The Republic of Korea
(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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LG.Philips LCD America Inc.
150 East Brokaw Road
San Jose, California 95112
(408) 350-7723
(Address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Jinduk Han, Esq. Patricia Brigantic, Esq.
Sung K. Kang, Esq. Citibank, N.A.
Cleary Gottlieb Steen & Hamilton LLP 388 Greenwich Street, 17th Floor
Bank of China Tower New York, New York 10013
1 Garden Road, Central, Hong Kong, SAR
People's Republic of China
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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 Amount of
Title of Each Class of Amount to be Proposed Maximum Maximum Aggregate Registration
Securities to be Registered Registered Aggregate Price per unit* Offering Price** Fee
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American Depositary Shares, each ADS
(1) share of common stock, par value
Won 5,000 per share, of LG.Philips
LCD Co., Ltd. 300,000,000 $5.00 $15,000,000.00 $460.50
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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 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.
ii
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 the Depositary and address of its principal Face of Receipt - Introductory Article and last
executive office sentence on Face.
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADS")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (13)
securities and (14).
(iii) The procedure for collecting and distributing Reverse of Receipt - Paragraph (12).
dividends
(iv) The procedure for transmitting notices, reports Reverse of Receipt - Paragraphs (12), (14) and (16).
and proxy soliciting material
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (12)
and (13).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraph (3);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (12) and (13).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (21) and (22) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the books Reverse of Receipt - Paragraph (16).
of the Depositary and the list of holders of
Receipts
(ix) Restrictions upon the right to transfer or Face of Receipt - Paragraphs (2), (4) and (5);
withdraw the underlying securities Reverse of Receipt - Paragraphs (6), (7), (10) and
(13).
I-1
Location in Form of American
Depositary Receipt ("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 (2);
Reverse of Receipt - Paragraph (18) and (20).
(xi) Fees and charges which may be imposed directly or Reverse of Receipt - Paragraph (7).
indirectly on holders of Receipts
Item 2. AVAILABLE INFORMATION Reverse of Receipt - Paragraph (11).
LG.Philips LCD Co., Ltd. (the "Company") 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,
N.E., Washington, D.C. 20549. and at the principal executive office of the
Depositary.
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PROSPECTUS
THE PROSPECTUS CONSISTS OF THE PROPOSED FORM OF AMERICAN DEPOSITARY
RECEIPT ATTACHED AS EXHIBIT A TO THE DEPOSIT AGREEMENT FILED AS EXHIBIT
(A) TO THIS REGISTRATION STATEMENT ON FORM F-6 AND INCORPORATED HEREIN BY
REFERENCE.
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Deposit Agreement, dated as of July 22, 2004 by and among the
Company, Citibank, N.A., as depositary (the "Depositary"), and all
Holders and Beneficial Owners of ADSs evidenced by the Receipts
issued thereunder (including the form of Receipt issued thereunder)
(the "Deposit Agreement"). -- Filed herewith as Exhibit (a).
(b) Any other agreement to which the Depositary is a party relating to
the issuance of the ADSs 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 issuer of the deposited securities in effect
at any time within the last three years. -- None.
(d) Opinion of Patricia Brigantic, counsel for 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. -- Filed herewith as
Exhibit (f).
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 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 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 a Receipt 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., acting solely on behalf of the legal entity created by the
Deposit Agreement, dated as of July 22, 2004 by and among LG.Philips LCD Co.,
Ltd., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from
time to time of American Depositary Shares evidenced by American Depositary
Receipts to be 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 28th day of November, 2007.
Legal entity created by the Deposit
Agreement, dated as of July 22, 2004 under
which the American Depositary Receipts
evidencing American Depositary Shares
registered hereunder are to be issued, each
American Depositary Share representing
one-half (1/2) of one (1) share of common
stock, par value 5,000 Won per share, of
LG.Philips LCD Co., Ltd.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ ST Yang
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Name: ST Yang
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 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 Seoul, The Republic of Korea, on November 28, 2007.
LG.PHILIPS LCD CO., LTD.
By: /s/ Ron H. Wirahadiraksa
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Name: Ron H. Wirahadiraksa
Title: Joint Representative Director,
President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities indicated below on November 28, 2007.
Signature / Name Title
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/s/ Ron H. Wirahadiraksa*
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Young Soo Kwon Joint Representative Director,
President and Chief Executive Officer
/s/ Ron H. Wirahadiraksa
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Ron H. Wirahadiraksa Joint Representative Director,
President and Chief Financial Officer
(Principal Accounting Officer)
/s/ Ron H. Wirahadiraksa*
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Bongsung Oum Director
/s/ Ron H. Wirahadiraksa*
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Bart van Halder Director
/s/ Ron H. Wirahadiraksa*
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Ingoo Han Director
/s/ Ron H. Wirahadiraksa*
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Doug J. Dunn Director
/s/ Ron H. Wirahadiraksa*
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Dongwoo Chun Director
/s/ Ron H. Wirahadiraksa*
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Rudy Provoost Chairman of the Board of Directors
/s/ Ron H. Wirahadiraksa*
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Hee Gook Lee Director
*Attorney-in-fact
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
LG.PHILIPS LCD CO., LTD.
Pursuant to the Securities Act of 1933, as amended, the undersigned, the
duly authorized representative in the United States of LG.Philips LCD Co., Ltd.,
has signed this Registration Statement in the City of San Jose, State of
California, on the 28th day of November, 2007.
LG.PHILIPS LCD AMERICA INC.
By: /s/ Kyoung Hwa Park
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Name: Kyoung Hwa Park
Title: President
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Deposit Agreement, dated as of July 22, 2004
(d) Opinion of counsel of the Depositary
(e) Certification under Rule 466
(f) Powers of Attorney