F-6EF 1 e605620_f6ef-nestle.txt Registration No. 333 - As filed with the Securities and Exchange Commission on July 7, 2009 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------- FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ----------- NESTLE S.A. (Exact name of issuer of deposited securities as specified in its charter) ----------- N/A (Translation of issuer's name into English) ----------- Switzerland (Jurisdiction of incorporation or organization of issuer) ------------------------------------------- CITIBANK, N.A. (Exact name of depositary as specified in its charter) ----------- 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) ----------- Nestle USA, Inc. 800 North Brand Boulevard Glendale, CA 91203 Attention: Don Gosline (Address, including zip code, and telephone number, including area code, of agent for service) ------------------------------------------- Copies to: Ronald Cami, Esq. David Frick, Esq. Herman H. Raspe, Esq. Cravath, Swaine & Moore LLP Nestle S.A. Patterson Belknap Worldwide Plaza Av. Nestle 55 Webb & Tyler LLP 825 Eighth Avenue CH-1800 Vevey 1133 Avenue of the Americas New York, New York 10019 Switzerland New York, New York 10036 ------------------------------------------- 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 : |_| -------------------------------------------

CALCULATION OF REGISTRATION FEE ---------------------------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------------------------- American Depositary Shares, each American Depositary Share representing one (1) registered 400,000,000 ADSs $5.00 $20,000,000.00 $1,116.00 share of Nestle S.A. ----------------------------------------------------------------------------------------------------------------------

* 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. ii 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 ----------------------- ---------------------------- 1. Name of depositary and address of its principal executive Face of Receipt - Introductory paragraph. office 2. Title of American Depositary Shares (the "ADSs") and Face of Receipt - Top Center. identity of deposited securities 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 - Paragraph (17). securities (iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14). (iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13); soliciting material Reverse of Receipt - Paragraph (16). (v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14) 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 (14) and (18). (vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no agreement 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).

I-1

Location in Form of Receipt Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- (x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7); Reverse of Receipt - Paragraphs (19) and (20). 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 publishes the information contemplated in Rule 12g3-2(b)(2)(i) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") on its internet website or through an electronic information delivery system generally available to the public in the Company's primary trading market. As of the date hereof the Company's internet website is www.nestle.com. The information so published by the Company may not be in English, except that the Company is required, in order to maintain its exemption from the Exchange Act reporting obligations pursuant to Rule 12g3-2(b), to translate such information into English to the extent contemplated in Rule 12g3-2(b). I-2 PROSPECTUS The Prospectus consists of the American Depositary Receipt (the "ADR") attached as Exhibit (a)(i) to this Registration Statement on Form F-6. I-3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. EXHIBITS (a)(i) Form of ADR. -- Filed herewith as Exhibit (a)(i). (a)(ii) Second Amended and Restated Deposit Agreement, dated as of May 23, 2007 (the "Deposit Agreement"), by and among Nestle S.A. (the "Company"), Citibank, N.A., as depositary (the "Depositary"), and the Holders and Beneficial Owners of American Depositary Shares issued thereunder. -- Previously filed as exhibit (a) to Registration Statement on Form F-6 (Reg. No. 333-150565) and incorporated herewith by reference. (b) Letter Agreement, dated July 2nd, 2008, by and between the Company and the Depositary. -- Filed herewith as Exhibit (b). (c) (i) Amended and Restated Rule 144A Deposit Agreement, dated as of June 15, 2004, by and among the Company, Citibank, N.A. as Rule 144A depositary (the "Rule 144A Depositary"), and all Holders and Beneficial Owners of Rule 144A American Depositary Receipts evidencing Rule 144A American Depositary Shares (the "Rule 144A ADSs") issued thereunder. -- Previously filed as exhibit (c)(i) to Registration Statement on Form F-6 (Reg. No. 333-150565) and incorporated herewith by reference. (c) (ii) Letter Agreement, dated as of June 15, 2004, between the Rule 144A Depositary and the Company, in respect of the termination of the Rule 144A Deposit Agreement, the cancellation of the Rule 144A American Depositary Shares issued thereunder and the exchange of Rule 144A ADSs for American Depositary Shares issued under the Deposit Agreement -- Previously filed as exhibit (c)(ii) to Registration Statement on Form F-6 (Reg. No. 333-150565) and incorporated herewith by reference. (d) Opinion of 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. 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 ADRs, 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. II-1 (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 ADR thirty (30) days before any change in the fee schedule. II-2 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, by and among Nestle S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, 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 7th day of July, 2009. Legal entity created by the Second Amended and Restated Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing one (1) registered share of Nestle S.A. CITIBANK, N.A., solely in its capacity as Depositary By: /s/ Susanna Ansala --------------------- Name: Susanna Ansala Title: Vice President II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Nestle 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 the City of Vevey, Country of Switzerland, on June 29, 2009. NESTLE S.A. By: /s/ David P. Frick --------------------- Name: David P. Frick Title: Member of the Executive Board II-4 POWERS OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Peter Brabeck-Letmathe, Paul Bulcke, James Singh, Hans Peter Frick and David Frick to act individually 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 he/she 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 as of June 25, 2009: Signature Title --------- ----- /s/ Peter Brabeck-Letmathe Chairman of the Board of Directors ----------------------------- Name: Peter Brabeck-Letmathe /s/ Paul Bulcke Chief Executive Officer (Principal Executive ----------------------------- Officer) Name: Paul Bulcke /s/ Andreas Koopmann Director ----------------------------- Name: Andreas Koopmann /s/ Rolf Hanggi Director ----------------------------- Name: Rolf Hanggi /s/ Jean-Pierre Meyers Director ----------------------------- Name: Jean-Pierre Meyers /s/ Beat W. Hess Director ----------------------------- Name: Beat W. Hess /s/ Andre Kudelski Director ----------------------------- Name: Andre Kudelski /s/ Daniel Borel Director ----------------------------- Name: Daniel Borel II-5 Signature Title --------- ----- /s/ Carolina Muller-Mohl Director ----------------------------- Name: Carolina Muller-Mohl /s/ Naina Lal Kidwai Director ----------------------------- Name: Naina Lal Kidwai /s/ Jean-Rene Fourtou Director ----------------------------- Name: Jean-Rene Fourtou /s/ Steven G. Hoch Director ----------------------------- Name: Steven G. Hoch /s/ James Singh Chief Financial Officer (Principal Financial ----------------------------- and Accounting Officer) Name: James Singh /s/ Don Gosline Authorized Representative in the United ----------------------------- States Name: Don Gosline II-6 Index to Exhibits Sequentially Exhibit Document Numbered Page ------- -------- ------------- (a)(i) Form of ADR (b) Letter Agreement, dated July 2nd, 2008 (d) Opinion of counsel to the Depositary (e) Certificate under Rule 466 (f) Powers of Attorney Set forth on the signature pages hereto.