As filed with the U.S. Securities and Exchange Commission on September 25, 2020

 

Registration No. 333-

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

 

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

___________________

 

Gerdau S.A.

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

 

n/a

(Translation of issuer's name into English)

 

Brazil

(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)

____________________

 

Chia Yuan Wang

4221 West Boy Scout Boulevard, Suite #600
Tampa, FL  33607
Telephone: (813) 676-2664

(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 (Date) at (Time)  

 

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 Preferred Share of Gerdau S.A. 200,000,000 $0.05 $10,000,000 $1298
(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.

 

Pursuant to Rule 429, the Prospectus contained herein also relates to the American Depositary Shares registered under Form F-6 Registration Statement Nos. 333-189475, 333-205161 and 333-230439. This Registration Statement constitutes Post-Effective Amendment No. 1 to each of Registration Nos. 333-189475, 333-205161 and 333-230439.

  

 

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 Amendment No. 1 to Deposit Agreement filed herewith as Exhibit (a)(2) to this Registration Statement on Form F-6, which is incorporated herein by reference.

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

CROSS REFERENCE SHEET

 

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   Paragraph (14)
         
(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 Gerdau, S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied through the EDGAR system or at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.

  Paragraph (8)

 

 

PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)(1) Form of Deposit Agreement. Form of Further Amended and Restated Deposit Agreement dated as of                , 2019 among Gerdau S.A, 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) Form of Amendment No. 1 to Deposit Agreement, including the Form of American Depositary Receipt, is filed herewith as Exhibit (a)(2).

 

(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. Filed herewith as Exhibit (d).

 

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

 

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.

  

 

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 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 September 25, 2020.

   

 

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/ Lisa M. Hayes
  Name:  Lisa M. Hayes
  Title: Vice President

   

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Gerdau S.A. 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 Brazil on September 25, 2020.

  

 

GERDAU S.A.

     
  By: /s/ Gustavo Werneck da Cunha
  Name:  Gustavo Werneck da Cunha
  Title:

Chief Executive Officer

  

     
  By: /s/ Harley Lorentz Scardoelli
  Name:  Harley Lorentz Scardoelli
  Title:

Chief Financial Officer

  

 

 

 

POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Gustavo Werneck da Cunha and Harley Lorentz Scardoelli to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on September 25, 2020.

 

Signature

  Title
     
/s/ Guilherme Chagas Gerdau Johannpeter     Chairman of the Board of Directors
Name: Guilherme Chagas Gerdau Johannpeter    
     

/s/ André Bier Gerdau Johannpeter 		 

Vice Chairman of the Board of Directors

Name: André Bier Gerdau Johannpeter    
     

/s/ Cláudio Johannpeter 		 

Vice Chairman of the Board of Directors

Name: Cláudio Johannpeter    
     

/s/ Gustavo Werneck da Cunha 		 

Chief Executive Officer and Director

Name: Gustavo Werneck da Cunha    
     

/s/ Harley Lorentz Scardoelli 		 

Chief Financial Officer

Name: Harley Lorentz Scardoelli    

 

 

 

 

Signature 

  Title

     

/s/ Aod Cunha de Moraes Junior 		 

Director

Name: Aod Cunha de Moraes Junior    
     

/s/ Fernando Fontes Iunes 		 

Director

Name: Fernando Fontes Iunes    
     

/s/ Claudia Sender Ramirez 		 

Director

Name: Claudia Sender Ramirez    
     

/s/ Márcio Fróes Torres 		 

Director

Name: Márcio Fróes Torres    
     

/s/ Carlos José da Costa André 		 

Director

Name: Carlos José da Costa André    
     

/s/ Chia Yuan Wang 		 

Authorized Representative in the United States

Name: Chia Yuan Wang    

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number    
     
(a)(2) Form of Amendment No. 1 to Further Amended and Restated Deposit Agreement  
     
(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered  
     
(e) Rule 466 Certification  

 

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