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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/03/06 Ternium S.A. POS EX 2/03/06 2:321K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: POS EX Post-Effective Amendment No. 1 to Form F-1 HTML 28K 2: EX-1.1 Form of Underwriting Agreement HTML 295K
| Post-Effective Amendment No. 1 to Form F-1 |
As filed with the Securities and Exchange Commission on February 3, 2006
Registration No. 333-130950
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Ternium S.A.
(Exact Name of Registrant as Specified in its Charter)
| Grand Duchy of Luxembourg | 3312 | Not Applicable | ||
| (Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
46a, Avenue John F. Kennedy – 2nd floor
L-1855 Luxembourg
(352) 4661-11-3815
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Registered Office)
Giovanni Gallo
Techint Inc.
420 Fifth Avenue, 18th Floor
(212) 376-6500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies To:
| Carlos J. Spinelli-Noseda, Esq. Sullivan & Cromwell LLP 125 Broad Street (212) 558-4000 |
David Mercado, Esq. Cravath, Swaine & Moore LLP 825 Eighth Avenue (212) 474-1000 |
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-130950
If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, check the following box. ¨
The Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-130950), as amended (the “Registration Statement”), is being filed solely to replace Exhibit 1.1 in Item 8 of Part II of the Registration Statement in accordance with Rule 462(d) under the Securities Act of 1933, as amended. The Registration Statement was declared effective by the Securities and Exchange Commission on January 31, 2006. This registration statement does not modify any provision of the Prospectus constituting Part I or Items 6, 7 or 9 of Part II of the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. EXHIBITS.
| Exhibit Number |
Description | |
| 1.1 | Form of Underwriting Agreement |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 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 New York, on February 3, 2006.
| Ternium S.A. | ||
| By: |
/S/ ROBERTO PHILIPPS | |
| Name: Roberto Philipps | ||
| Title: Chief Financial Officer | ||
| By: |
/S/ PABLO BRIZZIO | |
| Name: Pablo Brizzio | ||
| Title: Financial Manager | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on February 3, 2006.
| Signature |
Title | |
| * Daniel A. Novegil |
Chief Executive Officer and Director (Principal Financial Officer) | |
| /s/ ROBERTO PHILIPPS Roberto Philipps |
Chief Financial Officer (Principal Financial and Accounting Officer) | |
| * Paolo Rocca |
Chairman and Director | |
| * Rinaldo Campos Soares |
Vice-Chairman and Director | |
Ubaldo Jose Aguirre |
Director | |
| * Roberto Bonatti |
Director | |
| * Carlos A. Condorelli |
Director | |
II-2
| Signature |
Title | |
Adrian Lajous |
Director | |
Bruno Marchettini |
Director | |
Gianfelice Mario Rocca |
Director | |
Gerardo R. Sepulveda |
Director | |
| /S/ BERTOLDO MACHADO VEIGA Bertoldo Machado Veiga |
Director | |
| * Giovanni Gallo |
Authorized Representative in the United States of America | |
| *By: | /S/ ROBERTO PHILIPPS Roberto Philipps, Attorney-in-fact |
|||
II-3
| Exhibit Number |
Description | |
| 1.1 | Form of Underwriting Agreement |
II-4
| This ‘POS EX’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of / Effective on: | 2/3/06 | |||
| Filed on: | 2/2/06 | 424B4 | ||
| 1/31/06 | ||||
| List all Filings | ||||