As filed with the U.S. Securities and Exchange Commission on September 16, 2010

Registration No. 333-

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PETRÓLEO BRASILEIRO S. A. - PETROBRAS

One Chase Manhattan Plaza, 58th Floor, New York, NY 10005
Telephone (212) 552-6650
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

Petróleo Brasileiro S.A. - Petrobras (New York Office)
570 Lexington Avenue, 43rd Floor
New York, New York 10022
Tel. No.: (212) 829-1517
(Address, including zip code, and telephone number, including area code, of agent for service)

It 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. þ

CALCULATION OF REGISTRATION FEE

Proposed maximum

Proposed maximum

Title of each class of

Amount

aggregate price per

aggregate offering

Amount of

Securities to be registered

to be registered

unit(1)

price(2)

registration fee

American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two preferred shares of Petróleo Brasileiro S.A. - Petrobras

500,000,000 American Depositary Shares

$0.05

$25,000,000

$1,782.50

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

		Location in Form of American Depositary
Item Number and Caption		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

		Location in Form of American Depositary
Item Number and Caption		Receipt Filed Herewith as Prospectus
(b) Statement that Petróleo Brasileiro S.A. - Petrobras is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.		Paragraph (8)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

	(a)(1)		Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement among Petróleo Brasileiro S.A. - Petrobras, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of ADRs issued thereunder (the “Deposit Agreement”). Filed herewith as Exhibit (a)(1).
	(a)(2)		Amendment No. 1 to Deposit Agreement. Form of Amendment No. 1 to Deposit Agreement among Petróleo Brasileiro S.A. - Petrobras, the Depositary, and all holders from time to time of ADRs issued thereunder, including the Form of American Depositary Receipt. Filed herewith as Exhibit (a)(2).
	(a)(3)		Amendment No. 2 to Deposit Agreement. Form of Amendment No. 2 to Deposit Agreement among Petróleo Brasileiro S.A. - Petrobras, the Depositary, and all holders from time to time of ADRs issued thereunder. Filed herewith as Exhibit (a)(3).
	(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 Paul, Hastings, Janofsky & Walker 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.
	(f)		Power of Attorney for certain officers and directors of the Company. Included as part of the signature pages hereto.

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.

SIGNATURE

     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 September 16, 2010.

		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. Levandis
				Name: Gregory A. Levandis
				Title: Vice President

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, Petróleo Brasileiro S.A. - Petrobras 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 September 16, 2010.

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. S. Gabrielli de Azevedo and Almir Guilherme Barbassa, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or 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 attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Under the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on September 16, 2010, in the capacities indicated.

SIGNATURES

Signature		Title
/s/ Guido Mantega   Guido Mantega		Chair of the Board of Directors
/s/ J. S. Gabrielli de Azevedo   J. S. Gabrielli de Azevedo		Chief Executive Officer and Member of the Board of Directors
Silas Rondeau Cavalcanti Silva		Member of the Board of Directors
Francisco Roberto de Albuquerque		Member of the Board of Directors

Signature		Title
Fabio Colletti Barbosa		Member of the Board of Directors
/s/ Jorge Gerdau Johannpeter   Jorge Gerdau Johannpeter		Member of the Board of Directors
/s/ Luciano Galvão Coutinho   Luciano Galvão Coutinho		Member of the Board of Directors
/s/ Sergio Franklin Quintella   Sergio Franklin Quintella		Member of the Board of Directors
Márcio Pereira Zimmermann		Member of the Board of Directors
/s/ Almir Guilherme Barbassa   Almir Guilherme Barbassa		Chief Financial Officer and Chief Investor Relations Officer
/s/ Marcos Antonio da Silva Menezes   Marcos Antonio da Silva Menezes		Chief Accounting Officer

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 Petróleo Brasileiro S.A. - Petrobras has signed this Registration Statement in New York, New York, on September 16, 2010.

INDEX TO EXHIBITS

Exhibit		Sequentially
Number		Numbered Page
(a)(1)		Form of Depositary Agreement.
(a)(2)		Form of Amendment No. 1 to Deposit Agreement.
(a)(3)		Form of Amendment No. 2 to Deposit Agreement.
(d)		Opinion of Paul, Hastings, Janofsky & Walker LLP, counsel to the Depositary, as to the legality of the securities to be registered.