As filed with the Securities and Exchange Commission on July 30, 2010
Registration No. 333-146901
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
TELECOMUNICAÇÕES DE SÃO PAULO S.A. – TELESP
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
FEDERATIVE REPUBLIC OF BRAZIL
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York Mellon
ADR Division
One Wall Street, 29th 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
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
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(c) 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(c) may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by a previous Registration Statement on Form F-6 of the registrant (Regis. No. 333-09474).
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
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 deposited
Articles number 15, 16 and 18
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 from
Articles number 12, 13, 15, 17
dividends, splits or plans of reorganization
and 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 and 8
withdraw the underlying securities
(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
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of July 27, 1998 amended and restated as of ___________________, 2010, among Telecomunicações de São Paulo S.A. – TELESP, The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of Amended Letter Agreement among Telecomunicações de São Paulo S.A. – TELESP and The Bank of New York Mellon relating to pre-release activities. – Filed herewith as Exhibit 2.
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) and (b) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
e.
Certification under Rule 466. –Not Applicable
Item - 4.
Undertakings
Previously Filed.
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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, July 30, 2010.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Non-voting Preferred Stock without par value, of Telecomunicações de São Paulo S.A. – TELESP.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Telecomunicações de São Paulo S.A. – TELESP has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of São Paulo, Brazil on July 19, 2010.
TELECOMUNICAÇÕES DE SÃO PAULO S.A. – TELESP
By: /s/ Antonio Carlos Valente da Silva
Name: Antonio Carlos Valente da Silva
Title: Chief Executive Officer and Director
By: /s/ Gilmar Roberto Pereira Camurra
Name: Gilmar Roberto Pereira Camurra Title: Chief Financial and Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on July 19, 2010.
/s/ José Maria Alvarez-Pallete López
/s/ Donald J. Puglisi
Name: José Maria Alvarez-Pallete López
Name: Donald J. Puglisi
Director
Managing Director, Puglisi & Associates
Authorized U.S. Representative
/s/ Antonio Viana Baptista
/s/ Gilmar Roberto Pereira Camurra
Name: Antonio Viana Baptista
Name: Gilmar Roberto Pereira Camurra
Director
Principal Financial and Accounting Officer
/s/ Fernando Xavier Ferreira
/s/ Antonio Carlos Valente da Silva
Name: Fernando Xavier Ferreira
Name: Antonio Carlos Valente da Silva
Director
Principal Executive Officer
/s/ Guillermo Jose Fernandez Vidal
Name: Guillermo
Jose Fernandez Vidal
Director
________________________________
Name: Inaki Urdangarin
Director
/s/ Luciano Carvalho Ventura
Name: Luciano Carvalho Ventura
Director
/s/ José Fernando de Almansa Moreno-Barreda
Name: José Fernando de Almansa Moreno-Barreda
Director
/s/ Luis Javier Bastida Ibarguen
Name: Luis Javier Bastida Ibarguen
Director
/s/ Miguel Angel Gutierrez Mendez
Name: Miguel Angel Gutierrez Mendez
Director
/s/ Narcis Serra Serra
Name: Narcis Serra Serra
Director
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Amended and Restated Deposit Agreement dated as of July 27, 1998,
amended and restated as of _______________, 2010, among Telecomunicações de
São Paulo S.A. – TELESP, The Bank of New York as Depositary, and all Owners
and Beneficial Owners from time to time of American Depositary Shares
issued thereunder.
2
Form of Amended Letter Agreement among Telecomunicações de São Paulo S.A. – TELESP and The Bank of New York Mellon relating to pre-release activities.
4
Previously Filed.