Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
06 Dezember 2018 - 6:28PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on December 6, 2018
Registration
No. 333-192545
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
___________________
Rakuten, Inc.
(Exact name of issuer of deposited securities
as specified in its charter)
n/a
(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)
383 Madison Avenue, Floor 11, New
York, New York 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
____________________
Corporate Service Company
1180 Avenue of the Americas Suite 210
New York, New York 10036
(212) 299-5600
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
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Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates
LLP
570 Lexington Avenue, Suite
2405
New York, New York 10022
(212) 319-7600
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It is proposed that this filing become
effective under Rule 466
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☒
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immediately
upon filing
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☐
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on
(Date) at (Time)
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If a separate registration statement has
been filed to register the deposited shares, check the following box. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
Securities to be registered
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Amount
to be
registered
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Proposed
maximum
aggregate price
per unit
(1)
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Proposed
maximum
aggregate offering
price
(2)
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Amount of
registration fee
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American
Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one common share of Rakuten,
Inc.
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n/a
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n/a
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n/a
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n/a
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(1)
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Each unit represents one American Depositary Share.
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(2)
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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.
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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 Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement,
which is incorporated herein by reference.
CROSS
REFERENCE SHEET
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
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Item
Number and Caption
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Location in Form
of American Depositary
Receipt Filed
Herewith as Prospectus
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(1)
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Name
and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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Title of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount
of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure
for voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection
and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission
of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale
or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit
or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (4), (5), (10) and (13)
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(vii)
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Amendment,
extension or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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Rights
of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (3)
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(ix)
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Restrictions
upon the right to deposit or withdraw the underlying securities
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Paragraphs (1), (2), (4), and (5)
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(x)
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Limitation
upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees
and Charges
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Paragraph (7)
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Item
2. AVAILABLE INFORMATION
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Item Number
and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(a) Statement that Rakuten, Inc. publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (http://global.rakuten.com/corp/investors/) or through an electronic information delivery system generally available to the public in its primary trading market.
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Paragraph (8)
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PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3. EXHIBITS
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(a)(1)
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Form
of Deposit Agreement
.
Form of Deposit Agreement dated as of ,
2013 among Rakuten, Inc., 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
.
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(a)(2)
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Form
of Amendment to Deposit Agreement
, including the Form of American Depositary Receipt,
is filed herewith as Exhibit (a)(2).
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(b)
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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.
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(c)
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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.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality
of the securities being registered
. Previously filed.
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(e)
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Certification
under Rule 466.
Filed herewith as Exhibit (e).
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Item
4. UNDERTAKINGS
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(a)
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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.
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(b)
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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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SIGNATURES
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 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 December 6, 2018.
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Legal
entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Joseph M. Leinhauser
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Name:
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Joseph M. Leinhauser
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Title:
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Executive Director
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Pursuant
to the requirements of the Securities Act of 1933, Rakuten, Inc.
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 Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on December
6, 2018.
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Rakuten, Inc
.
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By:
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/s/ Hiroshi Mikitani
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Name:
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Hiroshi Mikitani
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Title:
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Representative Director, Chairman, President and CEO
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Hiroshi Mikitani and Masayuki Hosaka, individually, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in
any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned,
this Registration Statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant
to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents 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, or
his substitute, may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities
Act, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on December
6, 2018, in the capacities indicated.
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Signature
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Title
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/s/ Hiroshi Mikitani
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Representative Director, Chairman, President and
CEO
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Name: Hiroshi Mikitani
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/s/ Masayuki Hosaka
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Representative Director and Vice Chairman
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Name: Masayuki Hosaka
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/s/ Kenji Hirose
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Chief Financial Officer
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Name: Kenji Hirose
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Director
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Name: Charles B. Baxter
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/s/ Ken Kutaragi
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Director
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Name: Ken Kutaragi
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/s/ Takashi Mitachi
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Director
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Name: Takashi Mitachi
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/s/ Jun Murai
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Director
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Name: Jun Murai
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Director
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Name: Youngme Moon
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE REGISTRANT
Under the Securities Act of 1933, as
amended, the undersigned, the duly authorized representative in the United States of Rakuten, Inc.
,
has signed this Post-Effective Amendment to Registration Statement on Form F-6 on December 6, 2018.
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Authorized U.S. Representative
Rakuten USA, Inc.
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By:
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/s/ Seiichiro Sonoda
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Name:
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Seiichiro Sonoda
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Title:
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Executive Vice President
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INDEX
TO EXHIBITS
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Exhibit
Number
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(a)(2)
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Form
of Amendment to Deposit Agreement.
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(e)
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Certification
under Rule 466.
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