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As filed with the Securities and Exchange Commission on August 2, 2011
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Registration No. 333 -
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Tobias Stirnberg, Esq.
Milbank, Tweed, Hadley & McCloy LLP
Rua Colômbia, 325
01438-000 São Paulo, SP, Brazil |
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
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It is proposed that this filing become effective under Rule 466:
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o immediately upon filing.
o on (Date) at (Time).
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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*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American Depositary Shares, each representing the right to receive one (1) preferred share of Gol Linhas Aéreas Inteligentes S.A.
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250,000,000 ADSs
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$5.00
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$12,500,000
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$1,451.25
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*
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Each unit represents 100 American Depositary Shares.
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**
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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 Shares.
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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(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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1.
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Name of Depositary and address of its principal executive office
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Face of Receipt - Introductory Article.
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt - Top Center.
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share ("ADSs")
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Face of Receipt - Upper right corner.
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(ii)
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The procedure for voting, if any, the deposited securities
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Reverse of Receipt - Paragraphs (16)
and (17).
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(iii)
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The collection and distribution of dividends
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Reverse of Receipt - Paragraph (14).
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(iv)
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The transmission of notices, reports and proxy soliciting material
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Face of Receipt - Paragraph (13);
Reverse of Receipt - Paragraph (16).
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Paragraphs (14)
and (16).
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (14) and (18).
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(vii)
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Amendment, extension or termination of the deposit agreement
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Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions).
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Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
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Face of Receipt - Paragraph (13).
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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(x)
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Limitation upon the liability of the Depositary
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Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
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3.
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Fees and charges which may be imposed directly or indirectly on holders of ADSs
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Face of Receipt - Paragraph (10).
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| Item 2. AVAILABLE INFORMATION |
Face of Receipt - Paragraph (13).
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(a)
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Form of Amended and Restated Deposit Agreement, by and among Gol Linhas Aéreas Inteligentes S.A., (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ___ Filed herewith as Exhibit (a).
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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. ___ None.
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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. ___ None.
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(d)
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Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ Filed herewith as Exhibit (d).
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(e)
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Certificate under Rule 466. ___ None.
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(f)
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Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto.
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(a)
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The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, 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 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 ADS thirty (30) days before any change in the fee schedule.
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Legal entity to be created by the Amended and Restated Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one (1) preferred share of Gol Linhas Aéreas Inteligentes S.A..
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CITIBANK, N.A., solely in its capacity as Depositary
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By:
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/s/ Robert Franz | ||
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Name:
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Robert Franz
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Title:
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Vice President
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Gol Linhas Aéreas Inteligentes S.A.
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By:
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/s/ Constantino de Oliveira Júnior | ||
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Name:
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Constantino de Oliveira Júnior | |||
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Title:
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President and Chief Executive Officer | |||
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By:
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/s/ Leonardo Porciúncula Gomes Pereira | ||
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Name:
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Leonardo Porciúncula Gomes Pereira | |||
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Title:
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Executive Vice President, Chief Financial, Accounting and Investor Relations Officer | |||
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Signature
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Title
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/s/ Constantino de Oliveira Júnior
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President and Chief Executive Officer
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Constantino de Oliveira Júnior
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/s/ Leonardo Porciúncula Gomes Pereira
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Executive Vice President, Chief Financial,
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Leonardo Porciúncula Gomes Pereira
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Accounting and Investor Relations Officer
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/s/ Álvaro de Souza
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Chairman of the Board
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Álvaro de Souza
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/s/ Constantino de Oliveira Júnior
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Director
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Constantino de Oliveira Júnior
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/s/ Henrique Constantino
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Director
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Henrique Constantino
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/s/ Joaquim Constantino Neto
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Director
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Joaquim Constantino Neto
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Signature
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Title
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/s/ Ricardo Constantino
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Director
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Ricardo Constantino
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/s/ Antonio Kandir
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Director
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Antonio Kandir
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/s/ Luiz Kaufman
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Director
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Luiz Kaufmann
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/s/ Richard F. Lark
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Director
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Richard F. Lark
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/s/ Paulo Kakinoff
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Director
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Paulo Kakinoff
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Puglisi & Associates
/s/ Donald J. Puglisi
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Authorized Representative in the U.S.
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By: Donald J. Puglisi
Authorized Signatory
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Exhibit
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Document
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Sequentially
Numbered Page
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(a)
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Form of Amended and Restated Deposit Agreement
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(d)
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Opinion of counsel to the Depositary
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