As filed with the Securities and Exchange Commission on December 29, 2008
Registration No. 333-81394
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
PORTUGAL TELECOM, SGPS, S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
PORTUGAL
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
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. [ ]
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(c) may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by a previous Registration Statements on Form F-6 of the registrant (Registration Nos. 333-11200, 333-10500, and 333-07652).
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 15, 16 and 18
securities
(iii) The collection and distribution of dividends
Articles number 4, 12, 13, 15 and 18
(iv) The transmission of notices, reports and proxy
Articles number 11, 15, 16, and 18
soliciting material
(v) The sale or exercise of rights
Articles number 13, 14, 15, and 18
(vi) The deposit or sale of securities resulting from
Articles number 12, 13, 15, 17
dividends, splits or plans of reorganization
and 18
(vii) Amendment, extension or termination of the
Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit or
Articles number 2, 3, 4, 5, 6, 8 and
withdraw the underlying securities
22
(x) Limitation upon the liability of the depositary
Articles number 14, 18, 19, 21 and 23
3. Fees and Charges
Articles number4, 7, 8 and 12
Item – 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of May 10, 1995, as amended and restated as of September 12, 1997, and as further amended and restated as of June 25, 1999, and as further amended and restated as of ___________, 2009 among Portugal Telecom, SGPS, S.A., The Bank of New York Mellon as Depositary, and all Owners and holders from time to time of American Depositary Shares issued thereunder. – Filed herewith as Exhibit 1.
b.
Letter agreement among Portugal Telecom, S.A. and The Bank of New York relating to pre-release activities. – Filed herewith as Exhibit 2.
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. – See (a) and (b) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Previously Filed.
e.
Certification under Rule 466. – Not Applicable.
Item - 4.
Undertakings
Previously Filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, December 29, 2008.
Legal entity created by the agreement for the issuance of American Depositary Shares for ordinary shares, nominal value Euro 0.03 each, of Portugal Telecom, SGPS, S.A.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Portugal Telecom, SGPS, S.A. has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Lisbon, Portugal on December 29, 2008.
PORTUGAL TELECOM, SGPS, S.A.
By: /s/ Zeinal Abedin Mahomed Bava
Name: Zeinal Abedin Mahomed Bava
Title: Chief Executive Officer
By: /s/ Luis Miguel da Fonseca Pacheco de Melo
Name: Luis Miguel da Fonseca Pacheco de Melo
Title: Chief Financial Officer
Each person whose signature appears below hereby constitutes and appoints Zeinal Abedin Mahomed Bava and Luis Miguel da Fonseca Pacheco de Melo, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on December 29, 2008.
/s/ Henrique Manuel Fusco Granadeiro
Name:
Henrique Manuel Fusco Granadeiro
Title:
Chairman of the Board of Directors
/s/ Zeinal Abedin Mahomed Bava
Name:
Zeinal Abedin Mahomed Bava
Title:
Chief Executive Officer (Principal Executive Officer) and Director
/s/ Luis Miguel da Fonseca Pacheco de Melo
Name:
Luis Miguel da Fonseca Pacheco de Melo
Title:
Chief Financial Officer (Principal Financial Officer) and Director
/s/ António Aleixo Claudino Caria
Name:
António Aleixo Claudino Caria
Title:
Director
/s/ Rui Pedro Barroso Soares
Name:
Rui Pedro Barroso Soares
Title:
Director
________________________________
Name:
Santiago Fernandéz Valbuena
Title:
Director
________________________________
Name:
José Maria Álvarez-Pallette López
Title:
Director
/s/ Joaquim Aníbal Brito Freixial de Goes
Name:
Joaquim Aníbal Brito Freixial de Goes
Title:
Director
/s/ Amílcar Carlos Ferreira de Morais Pires
Name:
Amílcar Carlos Ferreira de Morais Pires
Title:
Director
________________________________
Name:
Francisco Manuel Marques Bandeira
Title:
Director
________________________________
Name:
Jorge Humberto Correia Tomé
Title:
Director
________________________________
Name:
Nuno Rocha dos Santos de Almeida e Vasconcellos
Title:
Director
/s/ Rafael Luís Mora Funes
Name:
Rafael Luís Mora Funes
Title:
Director
/s/ João Manuel de Mello Franco
Name:
João Manuel de Mello Franco
Title:
Director
/s/ Thomaz de Mello Paes de Vasconcellos
Name:
Thomaz de Mello Paes de Vasconcellos
Title:
Director
/s/ José Guilherme Xavier de Basto
Name:
José Guilherme Xavier de Basto
Title:
Director
________________________________
Name:
Franquelim Fernando Garcia Alves
Title:
Director
/s/ Gerald Stephen McGowan
Name:
Gerald Stephen McGowan
Title:
Director
/s/ Francisco Teixeira Pereira Soares
Name:
Francisco Teixeira Pereira Soares
Title:
Director
/s/ Fernando Henrique Viana Soares Carneiro
Name:
Fernando Henrique Viana Soares Carneiro
Title:
Director
/s/ Luís Filipe Rolim de Azevedo Coutinho
Name:
Luís Filipe Rolim de Azevedo Coutinho
Title:
Director
/s/ Francisco José Meira Silva Nunes
Name:
Francisco José Meira Silva Nunes
Title:
Principal Accounting Officer
/s/ Donald J. Puglisi
Name:
Donald J. Puglisi
Title:
Authorized U.S. Representative
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of May 10, 1995, as amended
and restated as of September 12, 1997, and as further amended and
restated as of June 25, 1999, and as further amended and restated
as of ___________, 2009 among Portugal Telecom, SGPS, S.A., The
Bank of New York Mellon, as Depositary, and all Owners and holders
from time to time of American Depositary Shares issued thereunder.
2
Letter agreement among Portugal Telecom, S.A. and The Bank of New
York relating to pre-release activities.
4
Opinion of Emmet, Marvin & Martin, LLP. - Previously Filed.