As filed with the Securities and Exchange Commission on May 16, 2007
Registration No. 333 - 14058
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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Brasil Telecom S.A.
(F/K/A TELECOMUNICACOES DO PARANA S.A. TELEPAR)
(Exact name of issuer of deposited securities as specified in its charter)
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Brazil Telecom Company
(Translation of issuer's name into English)
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The Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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388 Greenwich Street
New York, New York 10013
(212) 816-6690
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive
offices)
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CT Corporation System
111 Eighth Avenue (13th floor)
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Porfirio F. Ramirez Jr., Esq. Herman H. Raspe, Esq.
Alston & Bird LLP Patterson Belknap Webb & Tyler LLP
90 Park Avenue 1133 Avenue of the Americas
New York, New York 10016 New York, New York 10036
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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 : |_|
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Aggregate Price Aggregate Offering Registration Fee
Per Unit* Price**
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American Depositary Shares, each
representing three (3) preferred N/A N/A N/A N/A
shares, no par value, of Brasil
Telecom S.A.
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* 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 receipts evidencing American Depositary Shares.
The Registrant hereby amends this Post Effective Amendment No.1 to Registration
Statement on such date or dates as may be neccessary to delay its effective date
until the Registrant shall file a further amendment which specifically states
that this Post Effective Amendment No.1 to Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, or until this Post Effective Amendment No.1 to Registration
Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
This Post Effective Amendment No. 1 to Registration Statement on Form F-6
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.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
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 Face of Receipt - Upper right corner.
one American Depositary Share
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraphs (16)
and (17).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (7);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying securities (7), (9) and (10).
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of Receipts
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be inspected and copied at public reference
facilities maintained by the Commission located at 100 F Street, N.E.,
Washington D.C. 20549, and at the principal office of the depositary.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Amendment No. 1 to Deposit
Agreement filed as Exhibit (a)(i) to this Post Effective Amendment No. 1
to Registration Statement on Form F-6 and is incorporated herein by
reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendment No. 1 to Deposit Agreement, by and among Brasil
Telecom S.A. (the "Company"), Citibank, N.A., as depositary (the
"Depositary"), and all Holders and Beneficial Owners of American
Depositary Shares evidenced by American Depositary Receipts issued under
the terms of the Deposit Agreement. -- Filed herewith as Exhibit (a)(i)
(a)(ii) Deposit Agreement, dated as of November 16, 2001, by and among the
Company, the Depositary, and all Holders and Beneficial Owners of American
Depositary Shares evidenced by the American Depositary Receipts issued
thereunder (the "Deposit Agreement"). -- Filed herewith as Exhibit
(a)(ii).
(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.*
(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.
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* Previously filed and incorporated by reference to the Registration Statement
on Form F-6 (Reg. No.: 333-14058) with the Commission on October 31, 2001.
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UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office of the
Depositary in the United States, for inspection by holders of the
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 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 a
Receipt thirty (30) days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Deposit Agreement dated as of November 16, 2001, as proposed to be amended by
Amendment No. 1 to Deposit Agreement, by and among Brasil Telecom S.A.,
Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time
to time of American Depositary Shares evidenced by American Depositary Receipts
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 Post
Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned, thereunto duly authorized, in New York, NY, on
this 16th day of May, 2007.
Legal entity created by the Deposit
Agreement, as proposed to be amended, for
the issuance of American Depositary Shares,
each American Depositary Share representing
three (3) preferred shares, without par
value, of Brasil Telecom S.A.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Teresa Loureiro-Stein
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Name: Teresa Loureiro-Stein
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Brasil Telecom 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 Post
Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned thereunto duly authorized, in the Federative
Republic of Brazil, on May 16, 2007.
BRASIL TELECOM S.A.
By: /s/ Paulo Narcelio Simoes Amaral
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Name: Paulo Narcelio Simoes Amaral
Title: Financial Executive Officer
By: /s/ Fabio de Oliveira Moser
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Name: Fabio de Oliveira Moser
Title: Corporate Governance and
Corporate Business Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Ricardo Knoepfelmacher and Paulo
Narcelio Simoes Amaral to act as his/her true and lawful attorney-in-fact and
agent, with full power of substitution, for him/her and in his/her name, place
and stead, in any and all such capacities, to sign any and all amendments,
including post-effective amendments, and supplements to this Post Effective
Amendment No. 1 to Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the United
States Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as s/he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his/her 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 Post Effective Amendment No. 1 to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on May 16,
2007.
Signature
/s/ Ricardo Knoepfelmacher Chief Executive Officer
-------------------------------- (Principal Executive Officer)
Ricardo Knoepfelmacher
/s/ Paulo Narcelio Simoes Amaral Financial Executive Officer
-------------------------------- (Principal Financial Officer and Principal
Paulo Narcelio Simoes Amaral Accounting Officer)
/s/ Sergio Spinelli Silva Junior Chairman of the Board of Directors
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Sergio Spinelli Silva Junior
/s/ Pedro Paulo Elejalde de Campos Director
--------------------------------
Pedro Paulo Elejalde de Campos
/s/ Elemer Andre Suranyi Director
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Elemer Andre Suranyi
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/s/ Ricardo Ferraz Torres Director
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Ricardo Ferraz Torres
/s/ Antonio Cardoso de Santos Director
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Antonio Cardoso de Santos
/s/ Emagnor Tessinari Filho Authorized Representative in the U.S.
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Name: Emagnor Tessinari Filho
Title: Chief Operating Officer and Director of
Finance of Brasil Telecom of America, Inc.
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amendment No. 1 to
Deposit Agreement
(a)(ii) Deposit Agreement