As filed with the Securities and Exchange Commission on February 15, 2022. Registration No. 333-195519

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares

 

OI S.A. – In Judicial Reorganization

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

 

N/A

(Translation of issuer's name into English)

 

Federative Republic of Brazil

(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, N.Y. 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

240 Greenwich Street

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

David Johansen

White & Case LLP

1221 Avenue of the Americas
New York, New York 10020-1095

(212) 819-8200

 

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3032

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 prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.

 

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.

 

 

 
 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

 

 

Item - 1. Description of Securities to be Registered

 

 

 

Cross Reference Sheet

Item Number and Caption

 

Location in Form of Receipt
Filed Herewith as Prospectus

 

  1. Name and address of depositary

 

Introductory Article
  1. Title of American Depositary Receipts and identity of deposited securities

 

Face of Receipt, top center

Terms of Deposit:

 

 
(i)   The amount of deposited securities represented by one unit of American Depositary Receipts Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities Articles number 15, 16 and 18
(iii)   The collection and distribution of dividends Articles number 4, 12, 13, 15 and 18
(iv)  The transmission of notices, reports and proxy soliciting material Articles number 11, 15, 16 and 18
(v)   The sale or exercise of rights Articles number 13, 14, 15 and 18
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization Articles number 12, 13, 15, 17 and 18
(vii)  Amendment, extension or termination of the deposit agreement Articles number 20 and 21
(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts Article number 11
(ix)  Restrictions upon the right to deposit or withdraw the underlying securities Articles number 2, 3, 4, 5, 6 and 8
(x)   Limitation upon the liability of the depositary Articles number 14, 18, 21 and 22

 

3.  Fees and Charges Articles number 7 and 8

 

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 Amended and Restated Deposit Agreement (Preferred Shares) dated as of February 27, 2012 among Oi S.A. – In Judicial Reorganization (formerly known as Oi 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. Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – Not applicable.  – 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. – See (a) above.
d. Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously.
e. Certification under Rule 466. – Not applicable.

 

 

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 depositary shares, 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 depositary shares thirty days before any change in the fee schedule.

 

 
 

 

 

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 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 February 15, 2022.

 

Legal entity created by the agreement for the issuance of depositary shares representing preferred shares of Oi S.A..

By: The Bank of New York Mellon,

As Depositary

By: /s/ Robert W. Goad

Name: Robert W. Goad

Title: Managing Director

 

 

 

 
 

Pursuant to the requirements of the Securities Act of 1933, Oi S.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Rio de Janeiro, State of Rio de Janeiro, Brazil, on February 15, 2022.

 

Oi S.A. – In Judicial Reorganization
   
   
  By: /s/ Rodrigo Modesto de Abreu
  Name: Rodrigo Modesto de Abreu
  Title: Chief Executive Officer
     
  By: /s/ Cristiane Barretto Sales
  Name: Cristiane Barretto Sales
  Title: Chief Financial Officer and Investor Relations Officer

 

 

Each person whose signature appears below hereby constitutes and appoints Rodrigo Modesto de Abreu and Cristiane Barretto Sales, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her 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 or her name and on his or her 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 or she 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 Registration Statement has been signed below by the following persons in the capacities indicated on February 15, 2022.

/s/ Rodrigo Modesto de Abreu

Chief Executive Officer
Rodrigo Modesto de Abreu (principal executive officer)
   
   

/s/ Cristiane Barretto Sales

Chief Financial Officer and Investor Relations Officer
Cristiane Barretto Sales (principal financial officer)
   
   

/s/ David Tavares Neves Nunes

Chief Accounting Officer
David Tavares Neves Nunes (principal accounting officer)
   
   

/s/ Eleazar de Carvalho Filho

Chairman of the Board of Directors
Eleazar de Carvalho Filho  
   
   

 

Vice-Chairman of the Board of Directors
Marcos Grodetzky  
   
   

/s/ Henrique José Fernandes Luz

Director
Henrique José Fernandes Luz  
   
   
/s/ Maria Helena dos Santos Fernandes de Santana Director
Maria Helena dos Santos Fernandes de Santana  
   
   

/s/ Paulino do Rego Barros Jr.

Director
Paulino do Rego Barros Jr.  
   
   

/s/ Roger Solé Rafols

Director
Roger Solé Rafols  
   
   

 

Director
Claudia Quintella Woods  
   
   

/s/ Armando Lins Netto

Director
Armando Lins Netto  
   
   

/s/ Luís Maria Viana Palha da Silva

Director
Luís Maria Viana Palha da Silva  
   
   

/s/ Mateus Affonso Bandeira

Director
Mateus Affonso Bandeira  
   
   

/s/ Raphael Manhães Martins

Director
Raphael Manhães Martins  
   
   
 
 

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of Oi S.A. – In Judicial Reorganization in the United States, has signed this registration statement on February 15, 2022.

  Authorized U.S. Representative – Puglisi & Associates
   
   
   
  By:

/s/ Donald J. Puglisi

   

Name: Donald J. Puglisi

Title: Managing Director

 

 

 

 
 

INDEX TO EXHIBITS

 

 

Exhibit

Number

Exhibit
   
1 Form of Amended and Restated Deposit Agreement (Preferred Shares) dated as of February 27, 2012 among Oi 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.
   
   
   
   
   
   

 

 

 

 

 

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