Unassociated Document
 
As filed with the  Securities and Exchange Commission on November 12, 2015
Registration No. 333-
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_____________________________

FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
_______________
 
VALE S.A.
(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)
_____________________________
 
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
_______________

399 Park Avenue
New York, New York  10043
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
_______________

Vale Americas Inc.
250 Pehle Avenue, Suite 302
Saddle Brook, New Jersey 07663
Telephone (201) 368-4853
 (Address, including zip code, and telephone number, including area code, of agent for service)
_____________________________

Copies to:
Nicolas Grabar, Esq.
Cleary Gottlieb Steen & Hamilton LLP
1 Liberty Plaza
New York, New York  10006
(212) 225-2414
 
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York  10036
(212) 336-2301
 
_____________________________
 
is proposed that this filing become effective under Rule 466:
 
o 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*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares, each representing one (1) preferred class A share, without par value, of Vale S.A.
2,000,000,000
American
Depositary Shares
$5.00
$100,000,000.00
$10,070.00
 
*
Each unit represents 100 American Depositary Shares.
**
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.
 
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.
 
 
 
 
 
 
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
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Second Amended and Restated Preferred Shares Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.
 
Item 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
     
1. Name of Depositary and address of its principal executive office  
Face of Receipt -  Introductory Article.
         
2. Title of Receipts and identity of deposited securities  
Face of Receipt  - Top Center.
         
Terms of Deposit:    
         
  (i)
The amount of deposited securities represented by one American Depositary Share ("ADSs")
  
Face of Receipt  - Upper right corner.
         
  (ii)
The procedure for voting, if any, the deposited securities
  
Reverse of Receipt  - Paragraphs (17) and (18).
         
  (iii)
The collection and distribution of dividends
  
Reverse of Receipt - Paragraph (15).
         
  (iv)
The transmission of notices, reports and proxy soliciting material
  
Face of Receipt  - Paragraph (14);
Reverse of Receipt - Paragraph (18).
         
  (v)
The sale or exercise of rights
  
Reverse of Receipt – Paragraphs (15) and (17).
         
  (vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (15) and (19).
         
  (vii)
Amendment, extension or termination of the deposit agreement
  
Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
 
 
 
 
 
Item Number and Caption  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
         
  (viii)
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
   Face of Receipt - Paragraph (14).
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Face of Receipt – Paragraphs (2), (3), (4), (6), (8), (10) and (11).
         
  (x)
Limitation upon the liability of the Depositary
  
Face of Receipt - Paragraph (8);
Reverse of Receipt - Paragraphs (20) and (21).
         
3.  
Fees and charges, which may be imposed directly or indirectly on holders of ADSs
  
Face of Receipt - Paragraph (11).
         
Item 2.
AVAILABLE INFORMATION
  
Face of Receipt - Paragraph (14).
 
(a) The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”).  These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
 
 
 
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
(a) Form of Second Amended and Restated Preferred Shares Deposit Agreement, by and among Vale 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).
 
(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.  — None.
 
(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.  — None.
 
(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered.  — Filed herewith as Exhibit (d).
 
(e) Certificate under Rule 466.  — None.
 
(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 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.
 
(b) 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.
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Second Amended and Restated Preferred Shares Deposit Agreement, by and among Vale S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares to be issued thereunder, 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 New York, State of New York, on the 12th day of November, 2015.
 
 
Legal entity to be created by the Second Amended and Restated Preferred Shares Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing one (1) preferred class A share, without par value, of Vale S.A.
  
     
 
CITIBANK, N.A., solely in its capacity as Depositary
  
       
 
By:
/s/ Keith Galfo  
    Name: Keith Galfo  
    Title:   Vice President  
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Vale S.A. 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 Rio de Janeiro, Brazil, on November 12, 2015.
 
 
VALE S.A.
  
       
 
By:
/s/ Murilo Pinto de Oliveira Ferreira  
    Name: Murilo Pinto de Oliveira Ferreira  
    Title:   Chief Executive Officer  
       
 
 
 
 
 
POWERS OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Murilo Pinto de Oliveira Ferreira and Luciano Siani Pires, each of them, his or her true and lawful attorney-in-fact and agents, each with full power of substitution, for him and in his name, place and stead, in any and all such capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact and agents, 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, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on November 12, 2015.
 
Signature
  
Title
     
/s/ Murilo Pinto de Oliveira Ferreira
  
Chief Executive Officer
Murilo Pinto de Oliveira Ferreira
    
     
/s/ Luciano Siani Pires
  
Chief Financial Officer
Luciano Siani Pires
    
     
/s/ Dan Antonio Marinho-Conrado
  
Chairman of the Board of Directors
Dan Antonio Marinho Conrado
    
     
/s/ Sérgio Alexandre Figueiredo Clemente
  
Vice-Chairman of the Board of Directors
Sérgio Alexandre Figueiredo Clemente
    
     
/s/ Marcel Juviniano Barros
  
Director
Marcel Juviniano Barros
    
     
/s/ Gueitiro Matsuo Genso
  
Director
Gueitiro Matsuo Genso
    
     
 
  
Director
Tarcísio José Massote de Godoy
    
 
 
 
 
 
Signature
  
Title
     
/s/ Fernando Jorge Buso Gomes
  
Director
Fernando Jorge Buso Gomes
    
     
   
Director
Oscar Augusto de Camargo Filho
    
     
   
Director
Luciano Galvão Coutinho
    
     
   
Director
Hiroyuki Kato
    
     
/s/ Alberto Ribeiro Guth
  
Director
Alberto Ribeiro Guth
    
     
   
Director
Lucio Azevedo
    
 
Vale Americas Inc.  
Authorized Representative of Vale
S.A. in the United States
 
By:
/s/ Paul Houston
    
  Name: Paul Houston    
  Title:   President    
 
 
 
 
 
Index to Exhibits
 
Exhibit
Document
Sequentially
Numbered Page
     
(a)
Form of Second Amended and Restated Preferred Shares Deposit Agreement
  
     
(d)
Opinion of counsel to the Depositary