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As filed with the Securities and Exchange Commission on June 6, 2011
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Registration No. 333 -
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Robert M. Chilstrom, Esq.
Skadden Arps, Slate,
Meagher & Flom LLP
Four Times Square
New York, New York 10036
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Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
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It is proposed that this filing become effective under Rule 466:
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þ immediately upon filing.
o on (Date) at (Time).
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Aggregate Price Per Unit*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American Depositary Shares, each representing ten (10) CPOs, each CPO representing economic interests in two (2) Series A Shares and one (1) Series B Share in each case held in the CPO Trust of CEMEX, S.A.B. de C.V.
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400,000,000 ADSs
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$5.00
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$20,000,000.00
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$2,322.00
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*
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Each unit represents 100 American Depositary Shares.
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**
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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.
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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1.
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Name of Depositary and address of its principal executive office
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Face of Receipt - Introductory Article.
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt - Top Center and Introductory paragraph.
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share ("ADSs")
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Face of Receipt - Upper right corner.
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(ii)
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The procedure for voting, if any, the deposited securities
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Reverse of Receipt - Paragraphs (14),
(17) and (18).
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(iii)
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The collection and distribution of dividends
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Reverse of Receipt - Paragraphs (14), (15), and (17).
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(iv)
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The transmission of notices, reports and proxy soliciting material
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Face of Receipt - Paragraph (13);
Reverse of Receipt - Paragraphs (16) and (17).
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Paragraphs (14), (15)
and (16).
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (15) and (19).
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(vii)
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Amendment, extension or termination of the deposit agreement
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Reverse of Receipt - Paragraphs (22), (23) and (24).
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| (viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
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Face of Receipt - Paragraph (13).
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt – Paragraphs (2), (3), (4), (6), (7) and (9).
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(x)
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Limitation upon the liability of the Depositary
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Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (20) and (21).
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| 3. | Fees and charges which may be imposed directly or indirectly on holders of ADSs | Face of Receipt - Paragraph (10). | ||
| Item 2. AVAILABLE INFORMATION |
Face of Receipt - Paragraph (13).
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(a)(i)
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Form of receipt. — Filed herewith as Exhibit (a)(i).
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(a)(ii)
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Amendment No. 1 to the Second Amended and Restated Deposit Agreement, dated as of July 1, 2005, by and among CEMEX, S.A.B. de C.V. (the “Company”), Citibank, N.A., as Depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Shares (“ADSs”) evidenced by American Depositary Receipts (“ADRs”) issued thereunder. — Previously filed and incorporated by reference to the Registration Statement on Form F-6, Reg. No. 333-161793.
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(a)(iii)
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Second Amended and Restated Deposit Agreement, dated as of August 10, 1999, by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADSs evidenced by ADRs issued thereunder. — Previously filed and incorporated by reference to the Registration Statement on Form F-6, Reg. No. 333-11338.
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(a)(iv)
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Amended and Restated Deposit Agreement, dated as of March 29, 1999, by and among the Company, the Depositary and all Holders and Beneficial Owners of ADRs issued thereunder. — Previously filed and incorporated by reference to the Registration Statement on Form F-6, Reg. No. 333-10678.
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(b)(i)
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Letter Agreement, dated as of March 15, 2011, by and between the Company and the Depositary to establish a restricted ADS series. — Filed herewith as Exhibit(b)(i).
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(b)(ii)
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Letter Agreement, dated as of March 15, 2011, by and between the Company and the Depositary in respect of a convertible bond issuance. — Filed herewith as Exhibit (b)(ii).
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(b)(iii)
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Letter Agreement, dated as of March 30, 2010, by and between the Company and the Depositary to establish a restricted ADS series. — Filed herewith as Exhibit (b)(iii).
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(b)(iv)
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Letter Agreement, dated as of March 30, 2010, by and between the Company and the Depositary in respect of a convertible bond issuance. — Filed herewith as Exhibit (b)(iv).
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(b)(v)
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Letter Agreement, dated as of October 12, 2007, by and between the Company and the Depositary to enable the establishment of a direct registration system for ADSs. — Previously filed and incorporated by reference to the Registration Statement on Form F-6, Reg. No. 333-161793.
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(c)
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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.
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(d)
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Opinion of Patterson Belknap Webb & Tyler LLP, counsel for the Depositary as to the legality of the securities to be registered. ___ Filed herewith as Exhibit (d).
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(e)
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Certificate under Rule 466. ___ Filed herewith as Exhibit (e).
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(f)
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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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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.
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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.
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Legal entity created by the Second Amended and Restated Deposit Agreement, dated as of August 10, 1999, as further amended and supplemented, under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing ten (10) CPOs, each CPO representing economic interests in two (2) Series A Shares and one (1) Series B Share, in each case held in the CPO Trust of CEMEX, S.A.B. de C.V.
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CITIBANK, N.A., solely in its capacity as Depositary
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By:
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/s/ Keith G. Galfo | ||
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Name:
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Keith G. Galfo
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Title:
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Vice President
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CEMEX, S.A.B. de C.V.
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By:
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/s/ Ramiro G. Villarreal Morales | ||
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Name:
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Ramiro G. Villarreal Morales
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Title:
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General Counsel
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Signatures
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Title
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Date
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/s/ Lorenzo H. Zambrano Treviño
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Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
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June 6, 2011
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Lorenzo H. Zambrano Treviño
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Director
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Lorenzo Roberto Milmo Zambrano
/s/ Armando J. García Segovia
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Director
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June 6, 2011
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Armando J. García Segovia
/s/ Rodolfo García Muriel
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Director
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June 6, 2011
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Rodolfo García Muriel
/s/ Rogelio Zambrano Lozano
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Director
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June 6, 2011
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Rogelio Zambrano Lozano
/s/ Tomás Milmo Santos
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Director
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June 6, 2011
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Tomás Milmo Santos
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Signatures
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Title
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Date
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/s/ Roberto Luis Zambrano Villarreal
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Director
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June 6, 2011
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Roberto Luis Zambrano Villarreal
/s/ Bernardo Quintana Isaac
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Director
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June 6, 2011
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Bernardo Quintana Isaac
/s/ Dionisio Garza Medina
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Director
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June 6, 2011
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Dionisio Garza Medina
/s/ Alfonso Carlos Romo Garza
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Director
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June 6, 2011
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Alfonso Carlos Romo Garza
/s/ José Manuel Rincón Gallardo Purón
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Director
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June 6, 2011
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José Manuel Rincón Gallardo Purón
/s/ José Antonio Fernández Carbajal
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Director
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June 6, 2011
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José Antonio Fernández Carbajal
/s/ Rafael Rangel Sostmann
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Director
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June 6, 2011
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Rafael Rangel Sostmann
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/s/ Fernando A. González Olivieri
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Executive Vice President of Finance and Administration and Chief Financial Officer (Principal Financial Officer)
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June 6, 2011
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Fernando A. González Olivieri
/s/ Rafael Garza Lozano
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Chief Comptroller
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June 6, 2011
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Rafael Garza Lozano
/s/ Diana Urrego
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Authorized Representative in the United States
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June 6, 2011
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Corporate Creations Network Inc.
By: Diana Urrego
Authorized Signatory
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Exhibit
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Document
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Sequentially
Numbered Page
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(a)(i)
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Form of Receipt
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(b)(i)
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Letter Agreement
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(b)(ii)
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Letter Agreement
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(b)(iii)
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Letter Agreement
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(b)(iv)
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Letter Agreement
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(d)
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Opinion of counsel to the Depositary
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(e)
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Certificate under Rule 466
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