F-6EF 1 e610384_f6ef-danone.htm Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on January 22, 2013
 Registration No.  333-
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
___________________

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

n/a
(Translation of issuer's name into English)

France
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

1 Chase Manhattan Plaza, Floor 58, New York, NY, 10005-1401
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
 
The Dannon Company, Inc.
100 Hillside Avenue, 3rd Floor
White Plains, New York 10603
 Attention Mr. Antoine Remy
Telephone: (914) 872-8784
(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, 44th Floor
New York, New York  10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
 
 
x
immediately upon filing
  
  o
on (Date) at (Time)
  

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

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 a fraction of ordinary shares of Danone
100,000,000
American
Depositary Shares
$0.05
$5,000,000
$682
(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.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt")  filed as Exhibit (a)(2) to this Registration Statement and 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
  
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
       
 
(a)   
Statement that Danone 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 (www.danone.com) or through an electronic information delivery system generally available to the public in its primary trading market.
  
Paragraph (8)
 
 
 
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)(1)
Form of Deposit Agreement. Form of  Second Amended and Restated Deposit Agreement dated as of           , 2010 among Danone, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder.  Previously filed as Exhibit (a) to Registration Statement No. 333-167288 and incorporated herein by reference.
 
 
(a)(2)
Form of American Depositary Receipt.  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.
 
 
 
 
 
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on January 22, 2013.
 
 
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:
 Vice President  
       
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Danone 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 Paris, France, on January 22, 2013.
 
 
Danone
   
  By:  
/s/ Franck Riboud 
 
Name:  
Franck Riboud
 
Title:
Chairman of the Board of Directors, Chief Executive Officer and Director
 
 
 
 
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on January 22, 2013, in the capacities indicated.

SIGNATURES
 
Signature
  
 
Title
     
/s/ Franck Riboud
 
Chairman of the Board of Directors, Chief Executive Officer and Director
Franck Riboud
  
(Principal Executive Officer)
     
/s/ Emmanuel Faber
 
Vice Chairman of the Board of Directors,
Emmanuel Faber
  
Deputy General Manager and Director
     
/s/ Bernard Hours
 
Vice-Chairman of Board of Directors,
Bernard Hours
  
Deputy General Manager and Director
     
 
  
Independent Director
Bruno Bonnell
    
     
/s/ Richard Goblet d'Alviella
 
Independent Director
Richard Goblet d'Alviella
    
     
/s/ Yoshihiro Kawabata
 
Director
Yoshihiro Kawabata
    
     
/s/ Jean Lauren
  
Independent Director
Jean Laurent
    
     
/s/ Benoît Potier
 
Independent Director
Benoît Potier
    
     
 
  
Director
Isabelle Seillier
    
     
/s/ Jean-Michel Severino
 
Independent Director
Jean-Michel Severino
    
 
 
 
 
 
     
/s/ Jacques Vincent
  
Director
Jacques Vincent
    
     
    Independent Director 
Jacques-Antoine Granjon     
     
    Independent Director 
Mouna Sepehri     
     
    Independent Director 
Virginia A. Stallings     
     
/s/ Pierre-André Terisse   Chief Financial Officer
Pierre-André Terisse     
     
/s/ Antoine Rémy   
Authorized Representative in the U.S.
Antoine Rémy
    
 
 
 
 
 
INDEX TO EXHIBITS

Exhibit Number
    
     
(a)(2)
  
Form of ADR
     
(d)
  
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
     
(e)
  
Rule 466 certification