Registration No. 333 -
As filed with the Securities and Exchange Commission on September 8, 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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CEMEX, S.A.B. de C.V.
(Exact name of issuer of deposited securities as specified in its charter)
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CEMEX Corp.
(Translation of issuer's name into English)
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United Mexican States
(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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Corporate Creations Network, Inc.
1040 Avenue of the Americas # 2400
New York, NY 10018
(845) 510-9655
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
Robert M. Chilstrom, Esq. Herman H. Raspe, Esq.
Skadden Arps, Slate, Patterson Belknap Webb & Tyler LLP
Meagher & Flom LLP 1133 Avenue of the Americas
Four Times Square New York, New York 10036
New York, New York 10036
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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: |X|
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 400,000,000 $5.00 $20,000,000 $1,116.00
representing ten (10) CPOs, each
CPO representing economic interests
in two (2) Series A Shares and one
(1) Series B Share in each case held
in the CPO Trust of CEMEX, S.A.B. de
C.V.
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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.
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 Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center and Introductory
paragraph.
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 (14), (17)
securities and (18).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14), (15) and (17).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraphs (16) and (17).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14), (15)
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 (15) and (19).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22), (23) and
agreement (24) (no 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 (20) and (21).
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
United States Securities Exchange Act of 1934, as amended, and, accordingly,
files certain reports with, and submits certain reports to, the United States
Securities and Exchange Commission (the "Commission"). These reports can be
retrieved from the Commission's internet website (www.sec.gov), and can be
inspected and copied at the public reference facilities maintained by the
Commission at 100 F Street, N.E., Washington D.C. 20549.
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PROSPECTUS
The Prospectus consists of the proposed form of American
Depositary Receipt included as Exhibit A to Amendment No. 1 to
the Second Amended and Restated Deposit Agreement filed as
Exhibit (a)(i) 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)(i) Amendment No. 1 to the Second Amended and Restated Deposit
Agreement, dated as of July 1, 2005, by and among CEMEX, S.A.B.
de C.V. (the "Company"), Citibank, N.A., as Depositary (the
"Depositary"), and all Holders and Beneficial Owners from time to
time of American Depositary Shares ("ADSs") evidenced by American
Depositary Receipts ("ADRs") issued thereunder, including the
form of ADR attached thereto. -- Filed herewith as Exhibit
(a)(i).
(a)(ii) Second Amended and Restated Deposit Agreement, dated as of August
10, 1999, by and among the Company, the Depositary, and all
Holders and Beneficial Owners from time to time of ADSs evidenced
by ADRs issued thereunder. -- Previously filed and incorporated
by reference to the Registration Statement on Form F-6, Reg. No.
333-11338.
(a)(iii) Amended and Restated Deposit Agreement, dated as of March 29,
1999, by and among the Company, the Depositary and all Holders
and Beneficial Owners of ADRs issued thereunder -- Previously
filed and incorporated by reference to the Registration Statement
on Form F-6, Reg. No. 333-10678.
(b) Letter Agreement, dated October 12, 2007, by and between the
Company and the Depositary supplementing the Deposit Agreement to
enable the Depositary to establish a direct registration system
for the ADSs. -- Filed herewith as Exhibit (b).
(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 Patterson Belknap Webb & Tyler LLP, 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.
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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 ADSs, 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 ADS 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
Second Amended and Restated Deposit Agreement, dated as of August 10, 1999, by
and among CEMEX, S.A.B. de C.V., 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, as further amended and
supplemented, 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 September, 2009.
Legal entity created by the Second Amended
and Restated Deposit Agreement, dated as of
August 10, 1999, as further amended and
supplemented, under which the American
Depositary Shares registered hereunder are
to be issued, each American Depositary Share
representing ten (10) CPOs, each CPO
representing economic interests in two (2)
Series A Shares and one (1) Series B Share,
in each case held in the CPO Trust of CEMEX,
S.A.B. de C.V.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Thomas Crane
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Name: Thomas Crane
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-6, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Garza Garcia, Nuevo Leon, Mexico on September 8, 2009.
CEMEX, S.A.B. de C.V.
By: /s/ Ramiro Villarreal
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Name: Ramiro Villarreal
Title: General Counsel
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints each of Lorenzo H. Zambrano, Hector Medina,
Rodrigo Trevino, Ramiro Villarreal and Humberto Moreira or any of them, each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
under the Securities Act and to sign any instrument, contract, document or other
writing of or in connection with this Registration Statement and any amendments
and supplements thereto (including post-effective amendments) and to file the
same, with all exhibits thereto, and other documents in connection therewith,
including this power of attorney, with the Securities and Exchange Commission
and any applicable securities exchange or securities self-regulatory body,
granting unto said attorneys-in-fact and agents, each acting alone, 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 might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registrant
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signatures Title Date
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/s/ Lorenzo H. Zambrano
------------------------------------------- Chief Executive Officer and Chairman September 8, 2009
Lorenzo H. Zambrano of the Board of Directors (Principal
Executive Officer)
/s/ Lorenzo Milmo Zambrano
------------------------------------------- Director September 8, 2009
Lorenzo Milmo Zambrano
/s/ Armando J. Garcia Segovia
------------------------------------------- Director September 8, 2009
Armando J. Garcia Segovia
------------------------------------------- Director September, 2009
Rodolfo Garcia Muriel
/s/ Rogelio Zambrano Lozano
------------------------------------------- Director September 8, 2009
Rogelio Zambrano Lozano
/s/ Roberto Zambrano Villarreal
------------------------------------------- Director September 8, 2009
Roberto Zambrano Villarreal
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Signatures Title Date
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/s/ Bernardo Quintana Isaac
------------------------------------------- Director September 8, 2009
Bernardo Quintana Isaac
/s/ Dionisio Garza Medina
------------------------------------------- Director September 8, 2009
Dionisio Garza Medina
/s/ Alfonso Romo Garza
------------------------------------------- Director September 8, 2009
Alfonso Romo Garza
/s/ Mauricio Zambrano Villarreal
------------------------------------------- Director September 8, 2009
Mauricio Zambrano Villarreal
/s/ Tomas Milmo Santos
------------------------------------------- Director September 8, 2009
Tomas Milmo Santos
/s/ Luis Santos de la Garza
------------------------------------------- Director September 8, 2009
Luis Santos de la Garza
/s/ Jose Manuel Rincon Gallardo
------------------------------------------- Director September 8, 2009
Jose Manuel Rincon Gallardo
/s/ Jose Antonio Fernandez Carbajal
------------------------------------------- Director September 8, 2009
Jose Antonio Fernandez Carbajal
/s/ Rafael Rangel Sostmann
------------------------------------------- Director September 8, 2009
Rafael Rangel Sostmann
/s/ Hector Medina
------------------------------------------- Executive Vice President of Finance September 8, 2009
Hector Medina and Legal
(Principal Financial Officer)
/s/ Rafael Garza
------------------------------------------- Senior Vice President September 8, 2009
Rafael Garza (Comptrollership)
/s/ Valerie Hawk
------------------------------------------- Authorized Representative in the September 8, 2009
Corporate Creations Network Inc. United States
By: Valerie Hawk
Authorized Signatory
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Index to Exhibits
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Sequentially
Exhibit Document Numbered Page
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(a)(i) Amendment No. 1 to the Second Amended and
Restated Deposit Agreement
(b) Letter Agreement
(d) Opinion of counsel to the Depositary
(e) Certificate under Rule 466