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As filed with the U.S. Securities and Exchange Commission on September 16, 2010
Registration No. 333-150134
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
PETRÓLEO BRASILEIRO S. A. - PETROBRAS
(Exact name of issuer of deposited securities as specified in its charter)
Brazilian Petroleum Corporation — Petrobras
(Translation of issuer’s name into English)
The Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
One Chase Manhattan Plaza, 58th Floor, New York, NY 10005
Telephone (212) 552-6650

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
 
Petróleo Brasileiro S.A. — Petrobras (New York Office)
570 Lexington Avenue, 43rd Floor
New York, New York 10022
Tel. No.: (212) 829-1517

(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
JPMorgan Chase Bank, N.A.
One Chase Manhattan Plaza, 58th Floor
New York, New York 10005
(212) 552-6650
It is proposed that this filing become effective under Rule 466
o immediately upon filing
o on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. þ
CALCULATION OF REGISTRATION FEE
                                             
 
                  Proposed maximum       Proposed maximum            
  Title of each class of     Amount       aggregate price per       aggregate offering       Amount of    
  Securities to be registered     to be registered       unit(1)       price(2)       registration fee    
 
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two common shares of Petróleo Brasileiro S.A. - Petrobras
      N/A         N/A         N/A         N/A    
 
 
(1)   Each unit represents one American Depositary Share.
 
(2)   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 Receipts evidencing American Depositary Shares.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 

 


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PART I
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item 2. AVAILABLE INFORMATION
PART II
Item 3. EXHIBITS
Item 4. UNDERTAKINGS
SIGNATURE
INDEX TO EXHIBITS
EX-99.A.3


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PART I
INFORMATION REQUIRED IN PROSPECTUS
     The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Deposit Agreement filed as Exhibit (a)(2) to the Registration Statement on Form F-6, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
             
            Location in Form of American Depositary
Item Number and Caption   Receipt Filed Herewith as Prospectus
(1)   Name and address of Depositary   Introductory paragraph and bottom of face of American Depositary Receipt
         
(2)   Title of American Depositary Receipts and identity of deposited securities   Face of American Depositary Receipt, top center
         
    Terms of Deposit:    
         
 
  (i)   Amount of deposited securities represented by one unit of American Depositary Shares   Face of American Depositary Receipt, upper right corner
         
 
  (ii)   Procedure for voting, if any, the
deposited securities
  Paragraph (12)
         
 
  (iii)   Collection and distribution of dividends   Paragraphs (4), (5), (7) and (10)
         
 
  (iv)   Transmission of notices, reports and proxy soliciting material   Paragraphs (3), (8) and (12)
         
 
  (v)   Sale or exercise of rights   Paragraphs (4), (5) and (10)
         
 
  (vi)   Deposit or sale of securities resulting from dividends, splits or plans of reorganization   Paragraphs (4), (5), (10) and (13)
         
 
  (vii)   Amendment, extension or termination of the Deposit Agreement   Paragraphs (16) and (17)
         
 
  (viii)   Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs   Paragraph (3)
         
 
  (ix)   Restrictions upon the right to deposit or withdraw the underlying securities   Paragraphs (1), (2), (4), and (5)
         
 
  (x)   Limitation upon the liability of the Depositary   Paragraph (14)
         
(3)   Fees and Charges   Paragraph (7)

 


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Item 2. AVAILABLE INFORMATION
         
        Location in Form of American Depositary
Item Number and Caption   Receipt Filed Herewith as Prospectus
(b)
  Statement that Petróleo Brasileiro S.A. — Petrobras is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.   Paragraph (8)

 


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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
  (a)(1)    Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement among Petróleo Brasileiro S.A. — Petrobras, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of ADRs issued thereunder (the “Deposit Agreement”). Previously filed.
 
  (a)(2)    Amendment No. 1 to Deposit Agreement. Form of Amendment No. 1 to Deposit Agreement among Petróleo Brasileiro S.A. — Petrobras, the Depositary, and all holders from time to time of ADRs issued thereunder, including the Form of American Depositary Receipt. Previously filed.
 
  (a)(3)    Amendment No. 2 to Deposit Agreement. Form of Amendment No. 2 to Deposit Agreement among Petróleo Brasileiro S.A. — Petrobras, the Depositary, and all holders from time to time of ADRs issued thereunder. Filed herewith as Exhibit (a)(3).
 
  (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. 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. Not Applicable.
 
  (d)   Opinion of Paul, Hastings, Janofsky & Walker LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed.
 
  (e)   Certification under Rule 466. Not applicable.
 
  (f)   Power of Attorney for certain officers and directors of the Company. Previously filed.
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 American Depositary 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 an American Depositary Receipt thirty days before any change in the fee schedule.

 


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SIGNATURE
     Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, 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 to the 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 September 16, 2010.
         
  Legal entity created by the form of Deposit Agreement
for the issuance of ADRs evidencing American
Depositary Shares
 
 
  By:   JPMORGAN CHASE BANK, N.A., as Depositary    
 
  By:   /s/ Gregory A. Levandis    
    Name:   Gregory A. Levandis   
    Title:   Vice President   

 


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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as amended, Petróleo Brasileiro S.A. – Petrobras 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 to the Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Rio de Janeiro, Brazil, on September 16, 2010.
         
  Petróleo Brasileiro S.A. - Petrobras
 
 
  By:   /s/ Almir Guilherme Barbassa    
    Name:   Almir Guilherme Barbassa   
    Title:   Chief Financial Officer and Chief Investor Relations Officer   
 
     Under the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons on September 16, 2010, in the capacities indicated.
SIGNATURES
     
Signature   Title
 
   
/s/ Guido Mantega* 
   
 
Guido Mantega
   Chair of the Board of Directors
 
   
/s/ J. S. Gabrielli de Azevedo* 
   
 
J. S. Gabrielli de Azevedo
   Chief Executive Officer and Member of the Board of Directors
 
   
 
   
 
Silas Rondeau Cavalcanti Silva
   Member of the Board of Directors
 
   
/s/ Francisco Roberto de Albuquerque* 
   
 
Francisco Roberto de Albuquerque
   Member of the Board of Directors
 
   
/s/ Fabio Colletti Barbosa* 
   
 
Fabio Colletti Barbosa
   Member of the Board of Directors
 
   
/s/ Jorge Gerdau Johannpeter* 
   
 
Jorge Gerdau Johannpeter
   Member of the Board of Directors

 


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Signature   Title
 
   
 
   
 
Luciano Galvão Coutinho
   Member of the Board of Directors
 
   
 
   
 
Sergio Franklin Quintella
   Member of the Board of Directors
 
   
 
   
 
Márcio Pereira Zimmermann
   Member of the Board of Directors
 
   
/s/ Almir Guilherme Barbassa 
   
 
Almir Guilherme Barbassa
   Chief Financial Officer and Chief Investor Relations Officer
 
   
/s/ Marcos Antonio da Silva Menezes* 
   
 
Marcos Antonio da Silva Menezes
   Chief Accounting Officer
 
   
/s/ Theodore Helms* 
   
 
Theodore Helms
   Authorized Representative in the United States
     
  *By:   /s/ Almir Guilherme Barbassa    
    Almir Guilherme Barbassa   
    Power-of-Attorney   
 

 


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INDEX TO EXHIBITS
         
Exhibit      
Number       Sequentially Numbered Page
(a)(3)
  Form of Amendment No. 2 to Deposit Agreement.