As filed with the U.S. Securities and Exchange Commission on April 3, 2020

 

Registration No. 333-

 

UNITED STATES
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

___________________

 

Nidec Corporation

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

 

n/a

(Translation of issuer's name into English)

 

Japan

(Jurisdiction of incorporation or organization of issuer)

 

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

 

383 Madison Avenue, Floor 11, New York, New York 10179

Telephone (800) 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

____________________

 

Nidec America Corporation

50 Braintree Hill Office Park, Suite 110,

Braintree, MA 02184 U.S.A.

Telephone (781) 848-0970

(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, Suite 2405

New York, New York 10022

(212) 319-7600

 

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. ☐

 

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 one-quarter of one share of common stock of Nidec Corporation

50,000,000

American Depositary Shares

$0.05 $2,500,000 $324.50
(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.

 

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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

Pursuant to Rule 429, the Prospectus contained herein also relates to the American Depositary Shares registered under Form F-6 Registration Statement No. 333-179604. This Registration Statement constitutes Post-Effective Amendment No. 2 to Registration No. 333-179604.

   

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

CROSS REFERENCE SHEET

   

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 Nidec Corporation's (the "Company") 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.nidec.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) Form of Deposit Agreement. Form of Second Amended and Restated Deposit Agreement dated as of , 2020 among Nidec Corporation, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).

 

(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. Not Applicable.

 

(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 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 April 3, 2020.

   

 

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/ Lisa M. Hayes
  Name:  Lisa M. Hayes
  Title: Vice President

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Nidec Corporation 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, on April 3, 2020.

    

 

Nidec Corporation 

     
  By: /s/ Shigenobu Nagamori
  Name:  Shigenobu Nagamori
  Title: Representative Director and Chairman/Chief Executive Officer

 

POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Shigenobu Nagamori and Hiroyuki Yoshimoto and each of them singly, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the U.S. Securities Act of 1933, and all post effective amendments thereto and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

  

 

Under the requirements of the Securities Act, this Registration Statement has been signed by the following persons on April 3, 2020, in the capacities indicated.

 

SIGNATURES

 

Signature

 

Title

     

/s/ Shigenobu Nagamori

 

Representative Director and Chairman/Chief Executive Officer

Shigenobu Nagamori    
     

/s/ Hiroyuki Yoshimoto

 

Representative Director and President/Chief Operating Officer

Hiroyuki Yoshimoto    
     

/s/ Hiroshi Kobe

 

Representative Director and Vice Chairman/Chief Sales Officer

Hiroshi Kobe    
     

/s/ Mikio Katayama

  Representative Director and Vice Chairman/Chief Technology Officer
Mikio Katayama    
     

/s/ Akira Sato

 

Member of the Board of Directors and

Akira Sato   Executive Vice President/Chief Performance Officer
     

/s/ Toshihiko Miyabe

 

Member of the Board of Directors and Executive Vice President

Toshihiko Miyabe    
     
 

 

Member of the Board of Directors

Teiichi Sato    
     

/s/ Osamu Shimizu  

 

Member of the Board of Directors

Osamu Shimizu    
     

/s/ Takeaki Ishii

 

Chief Financial Officer

Takeaki Ishii    

 

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Nidec Corporation, has signed this Registration Statement in Braintree, Massachusetts, on April 3, 2020.

 

 

Authorized U.S. Representative

     
  By: /s/ Michael F. Kulik
  Name:  Michael F. Kulik
  Title:

President, Nidec America Corporation 

  

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number    
     
(a) Form of Second Amended and Restated Deposit Agreement.  
     

(d)

 

Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.

 

 

 

 

 

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