As filed with the Securities and Exchange Commission on June 8, 2004 Registration No. 333- ================================================================================ 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 for ordinary shares, nominal value 2 euro per share of SANOFI-SYNTHELABO (Exact name of issuer of deposited securities as specified in its charter) N/A (Translation of issuer's name into English) FRANCE (Jurisdiction of incorporation or organization of issuer) THE BANK OF NEW YORK (Exact name of depositary as specified in its charter) One Wall Street New York, N.Y. 10286 (212) 495-1727 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices) ---------- The Bank of New York ADR Division 101 Barclay Street, 22nd Floor New York, New York, 10286 (212) 495-1784 (Address, including zip code, and telephone number, including area code, of agent for service) Copies to: Peter B. Tisne, Esq. Emmet, Marvin & Martin, LLP 120 Broadway New York, New York 10271 (212) 238-3010 It is proposed that this filing become effective under Rule 466 [X] immediately upon filing [ ] on ( Date ) at ( Time ). If a separate registration statement has been filed to register the deposited shares, check the following box. [X] CALCULATION OF REGISTRATION FEE ---------------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Amount of Title of each class Amount to be maximum aggregate price maximum aggregate registration of Securities to be registered registered per unit (1) offering price fee (2) ---------------------------------------------------------------------------------------------------------------------------------- American Depositary Shares 200,000,000 American $5.00 $10,000,000 $1,270.00 evidenced by American Depositary Shares Depositary Receipts, each American Depositary Share representing ordinary shares, nominal value 2 euro per share, of Sanofi-Synthelabo ---------------------------------------------------------------------------------------------------------------------------------- 1 For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares. 2 Calculated as the product of the proposed maximum aggregate offering price and .00012670. ---------- The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference. 2 PART I INFORMATION REQUIRED IN PROSPECTUS Item - 1. Description of Securities to be Registered Cross Reference Sheet Location in Form of Receipt Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- 1. Name and address of depositary Introductory Article 2. Title of American Depositary Receipts and identity of Face of Receipt, top center deposited securities Terms of Deposit: (i) The amount of deposited securities represented Face of Receipt, upper right corner by one unit of American Depositary Receipts (ii) The procedure for voting, if any, the Articles number 15, 16 and 18 deposited securities (iii) The collection and distribution of dividends Articles number 4, 12, 13, 15 and 18 (iv) The transmission of notices, reports and proxy Articles number 11, 15, 16 and 18 soliciting material (v) The sale or exercise of rights Articles number 13, 14, 15 and 18 (vi) The deposit or sale of securities resulting Articles number 12, 13, 15, 17 and from dividends, splits or plans of reorganization 18 (vii) Amendment, extension or termination of the Articles number 20 and 21 deposit agreement (viii) Rights of holders of Receipts to inspect the Article number 11 transfer books of the depositary and the list of holders of Receipts (ix) Restrictions upon the right to deposit or Articles number 2, 3, 4, 5, 6, 8 withdraw the underlying securities and 22 (x) Limitation upon the liability of the depositary Articles number 14, 18, 19 and 21 3. Fees and Charges Articles number 7 and 8 Item - 2. Available Information Public reports furnished by issuer Article number 11 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item - 3. Exhibits a. Form of Deposit Agreement dated as of June 28, 2002 among Sanofi-Synthelabo, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts 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. 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 herewith as Exhibit 4. e. Certification under Rule 466. - Filed herewith as Exhibit 5. f. Power of Attorney. - Filed herewith as Exhibit 6. 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 ADRs, 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 ADR thirty days before any change in the fee schedule. 4 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 June 7, 2004. Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares, nominal value 2 euro per share, of Sanofi-Synthelabo. By: The Bank of New York, As Depositary By: /s/ Vincent J. Cahill, Jr. -------------------------- Vincent J. Cahill, Jr. Vice President 5 Pursuant to the requirements of the Securities Act of 1933, Sanofi-Synthelabo has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Paris, France on June 8, 2004. SANOFI-SYNTHELABO By: /s/ Jean-Francois Dehecq ------------------------------------------- Name: Jean-Francois Dehecq Title: Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Jean-Francois Dehecq Chairman, Chief Executive Officer and June 8, 2004 ----------------------------------- Director (Principal Executive Officer) Jean-Francois Dehecq /s/ Marie-Helene Laimay Senior Vice President and Chief Financial June 8, 2004 ----------------------------------- Officer (Principal Financial Officer) Marie-Helene Laimay /s/ Jean-Luc Renard Vice President Corporate Accounting and June 8, 2004 ----------------------------------- Tax (Principal Accounting Officer) Jean-Luc Renard * Director June 8, 2004 ----------------------------------- Rene Barbier de la Serre * Director June 8, 2004 ----------------------------------- Robert Castaigne * Director June 8, 2004 ----------------------------------- Pierre Castres Saint Martin * Director June 8, 2004 ----------------------------------- Thierry Desmarest * Director June 8, 2004 ----------------------------------- Lord Douro 6 Signature Title Date --------- ----- ---- * Director June 8, 2004 ----------------------------------- Elf Aquitaine Represented by: Jean-Paul Leon * Director June 8, 2004 ----------------------------------- Pierre-Gilles de Gennes ----------------------------------- Director Herve Guerin * Director June 8, 2004 ----------------------------------- L'Oreal Represented by: Christian Mulliez * Director June 8, 2004 ----------------------------------- Lindsay Owen-Jones * Director June 8, 2004 ----------------------------------- Gerard Van Kemmel * Director June 8, 2004 ----------------------------------- Bruno Weymuller * Authorized Representative in the United June 8, 2004 ----------------------------------- States of America Timothy Rothwell * By: /s/ Laurent Cohen-Tanugi ----------------------------------- Name: Laurent Cohen-Tanugi As Attorney-in-fact for each of the persons indicated 7 INDEX TO EXHIBITS Exhibit Number Exhibit ------- ------- 1 Form of Deposit Agreement dated as of June 28, 2002 among Sanofi-Synthelabo, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. 4 Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. 5 Certification under Rule 466. 6 Power of Attorney. 8