Unassociated Document
As filed with the U.S. Securities and Exchange Commission on August 12, 2013
 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
___________________

Braskem S.A.
(Exact name of issuer of deposited securities as specified in its charter)
 
n/a
 (Translation of issuer's name into English)

Brazil
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

1 Chase Manhattan Plaza, Floor 58, New York, NY, 10005-1401
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
 
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
302-738-6680
 (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, 44th Floor
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. o

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 two preferred class “A” shares (ações preferenciais classe “A”) of Braskem S.A.
50,000,000
American Depositary
Shares
$0.05
$2,500,000
$341
(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.
 
 
 

 
 
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 Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
       
 
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
       
(b)
Statement that Braskem S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.
 
Paragraph (8)
 
 
 

 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as of           , 2013 among Braskem S.A., 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.
 
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.
 
 
 
 

 
 
SIGNATURES
 
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 August 12, 2013.
 
 
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/ Gregory A. Levendis  
  Name: 
Gregory A. Levendis
 
  Title: 
Executive Director
 
 
 
 

 
 
Pursuant to the requirements of the Securities Act of 1933, Braskem 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, on August 12, 2013.
 
 
Braskem S.A.
 
       
 
By:
Carlos José Fadigas de Souza Filho
 
  Name: 
Carlos José Fadigas de Souza Filho
 
  Title:
Chief Executive Officer
 
                              
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Guilherme Alves Melega and Roberta Pimphari Varella, acting jointly, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents 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 he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, 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 August 12, 2013, in the capacities indicated.
                                                                   
Signature
  Title
     
/s/ Marcelo Bahia Odebrecht
 
Chairman
Name: Marcelo Bahia Odebrecht
   
     
/s/ Alfredo Lisboa Ribeiro Tellechea
 
Director
Name: Alfredo Lisboa Ribeiro Tellechea
   
     
/s/ Álvaro Fernandes da Cunha Filho
 
Director
Name: Álvaro Fernandes da Cunha Filho
   
     
/s/ Felipe Montoro Jens
 
Director
Name: Felipe Montoro Jens
   
     
/s/ Newton Sérgio de Souza
 
Director
Name: Newton Sérgio de Souza
   
     
/s/ Luiz de Mendonça
 
Director
Name: Luiz de Mendonça
   
     
/s/ José Carlos Cosenza
 
Director
Name: José Carlos Cosenza
   
     
   
Director
Name: Almir Guilherme Barbassa
   
     
   
Director
Name: José Alcides Santoro Martins
   
 
 
 

 
 
Signature
  Title
     
 
 
Director
Name: Roberto Zurli Machado
   
     
/s/ Patrick Horbach Fairon
 
Director
Name: Patrick Horbach Fairon
   
 
 
 

 
 
Signature
  Title
     
/s/ Mario Augusto da Silva
 
Chief Financial Officer
Name: Mario Augusto da Silva
   
     
/s/ Carlos José Fadigas de Souza Filho
 
Chief Executive Officer
Name: Carlos José Fadigas de Souza Filho
   
     
/s/ Guilherme Alves Mélega
 
Principal Accounting Officer
Name: Guilherme Alves Mélega
   
 
 
 

 
 
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 Braskem S.A., has signed this Registration Statement on August 12, 2013.
 
 
 
Authorized U.S. Representative

Puglisi & Associates
 
       
 
By:
/s/ Donald J. Puglisi  
  Name: Donald J. Puglisi  
  Title: Managing Director  
       
 
 
 

 

INDEX TO EXHIBITS

Exhibit Number
   
(a)
Form of Deposit Agreement.
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.