NPPXF Nippon Tel and Tel Cp (PK)

 

333-132794

 

As filed with the Securities and Exchange Commission on April 3, 2017

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

 

POST-EFFECTIVE AMENDMENT NO. 4 TO

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

___________________

 

NIPPON DENSHIN DENWA KABUSHIKI KAISHA

(Exact name of issuer of deposited securities as specified in its charter)

 

NIPPON TELEGRAPH AND TELEPHONE CORPORATION

(Translation of issuer's name into English)

 

Japan

(Jurisdiction of incorporation or organization of issuer)

 

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

 

4 New York Plaza

New York, New York 10004

Telephone (800) 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

____________________

 

CT Corporation System

111 Eighth Avenue, 13 ^th Floor

New York, New York 10011

(212) 894-8440

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copy to:

 

Scott A. Ziegler, Esq.

Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, Suite 2405 New York, New York 10022 (212) 319-7600

 

It is proposed that this filing become effective under Rule 466  

	☒	immediately upon filing
	☐	on ________ at ______

      

If a separate registration statement has been filed to register the deposited shares, check the following box. ☐

 

CALCULATION OF REGISTRATION FEE  

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit (1)	Proposed maximum aggregate offering price (2)	Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one share of common stock of Nippon Telegraph and Telephone Corporation	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.

 

This Post-Effective Amendment No .4 to Registration Statement on Form F-6 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.

 

 

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 form of Amended and Restated Deposit Agreement set forth in Exhibit (a) to this Post-Effective Amendment No. 4 to Registration Statement on Form F-6, which is incorporated herein by reference.

 

 

 

 

CROSS REFERENCE SHEET

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Item Number and Caption				Location in Form of American Depositary 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		Paragraphs (14) and (19)
(3)	Fees and Charges			Paragraph (7)

 

 

Item 2. AVAILABLE INFORMATION

 

Item Number and Caption			Location in Form of American Depositary   Receipt Filed Herewith as Prospectus
(b)	Statement that Nippon Telegraph and Telephone Corporation is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, 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)

 

 

PART II  

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)

Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as of ____________ , 2017 among Nippon Telegraph and Telephone Corporation (the " Company "), JPMorgan Chase Bank, N.A., as depositary (the " Depositary "), and all holders from time to time of ADRs issued thereunder (the " Deposit Agreement "), including the Form of American Depositary Receipt. Filed herewith as Exhibit (a).

 

(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 Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered . Previously filed as Exhibit (d) to Registration Statement No. 333-132794 and incorporated herein by reference.

 

(e)

Certification under Rule 466 . Filed herewith as Exhibit (e).

 

(f)

Power of Attorney. Not applicable.

 

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.

 

 

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 No. 4 to 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 April 3, 2017.

 

	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. Levendis
	Name:	Gregory A. Levendis
	Title:	Executive Director

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Nippon Telegraph and Telephone Corporation 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 No. 4 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Tokyo, Japan on April 3, 2017.

  

	Nippon Telegraph and Telephone Corporation
	By:	/s/ Takashi Hiroi
	Name:	Takashi Hiroi
	Title:	Senior Vice President, Head of the Finance and Accounting Department (principal accounting officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 4 to the Registration Statement on Form F-6 has been signed by the following persons in the capacities and on the dates indicated:

 

Signature		Title		Date
/s/ Satoshi Miura		Chairman of the Board		April 3, 2017
Satoshi Miura
/s/ Hiroo Unoura		Representative Member of the Board, President,		April 3, 2017
Hiroo Unoura		Chief Executive Officer (principal executive officer)
/s/ Hiromichi Shinohara		Representative Member of the Board,		April 3, 2017
Hiromichi Shinohara		Senior Executive Vice President
/s/ Jun Sawada		Representative Member of the Board,		April 3, 2017
Jun Sawada		Senior Executive Vice President (principal financial officer)
		Member of the Board, Executive Vice President
Mitsuyoshi Kobayashi
/s/ Akira Shimada		Member of the Board, Executive Vice President		April 3, 2017
Akira Shimada

 

 

 

 

Signature		Title		Date
		Member of the Board, Senior Vice President
Tsunehisa Okuno
		Member of the Board, Senior Vice President
Hiroki Kuriyama
/s/ Takashi Hiroi		Member of the Board, Senior Vice President		April 3, 2017
Takashi Hiroi
/s/ Eiichi Sakamoto		Member of the Board, Senior Vice President		April 3, 2017
Eiichi Sakamoto

		Member of the Board
Katsuhiko Shirai
		Member of the Board
Sadayuki Sakakibara

 

 

 

 

NTT AMERICA, INC.

Authorized Representative in the United States

 

By	/s/ Kazuhiro Gomi		President & Chief Executive Officer		April 3, 2017
	Kazuhiro Gomi

 

 

  

INDEX TO EXHIBITS

 

Exhibit Number
(a)	Form of Amended and Restated Deposit Agreement
(e)	Rule 466 Certification