Unassociated Document
 
As filed with the  Securities and Exchange Commission on December 23, 2014
  
Registration No. 333  -   
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________

FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
_____________

TELEFÔNICA BRASIL S.A.
(Exact name of issuer of deposited securities as specified in its charter)
_____________
 
TELEFÔNICA BRAZIL S.A.
 (Translation of issuer’s name into English)
_____________

Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
_____________________________

CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
_____________

399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
_____________________________

National Corporate Research, Ltd.
10 East 40th Street, 10th Floor
New York NY 10016
(800) 221-0102 (US Customers)
+1 (212) 947-7200 (International Customers)
 (Address, including zip code, and telephone number, including area code, of agent for service)
_____________________________

Copies to:
 
Andres Gil
Davis Polk & Wardwell
450 Lexington Ave.
New York, New York 10025
(212) 450-4000
 
  
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York  10036
(212) 336-2301
_____________________________
 
It is proposed that this filing become effective under Rule 466:
 
þ 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 :  o
_________________________________
 
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Aggregate Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares (“ADSs”), each ADS representing one (1) non-voting preferred share, without par value, of Telefônica Brasil S.A.
1,000,000,000 American
Depositary Shares
$5.00
$50,000,000.00
$5,810.00
 
*
Each unit represents 100 American Depositary Shares.
 
**
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.
 
 
 
 
 
 
 
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
 
 
 
 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
Cross Reference Sheet
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
       
1.   
Name of Depositary and address of its principal executive office
  
Face of Receipt -  Introductory Article.
         
2.
Title of Receipts and identity of deposited securities
  
Face of Receipt  - Top Center.
     
Terms of Deposit:
    
         
  (i)      
The amount of deposited securities represented by one American Depositary Share (“ADSs”)
  
Face of Receipt  - Upper right corner.
         
  (ii)
The procedure for voting, if any, the deposited securities
  
Reverse of Receipt  - Paragraph (12).
         
  (iii)
The collection and distribution of dividends
  
Face of Receipt – Paragraphs (4), (5) and (7)
Reverse of Receipt - Paragraphs (10) and (11).
         
  (iv)
The transmission of notices, reports and proxy soliciting material
  
Face of Receipt  - Paragraphs (3), (5) and (8);
Reverse of Receipt - Paragraphs (12) and (13).
         
  (v)
The sale or exercise of rights
  
Face of Receipt – Paragraphs (3), (4) and (5);
Reverse of Receipt – Paragraph (10).
         
  (vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Face of Receipt - Paragraphs (3), (4) and (5);
Reverse of Receipt - Paragraphs (10) and (13).
 
 
 
 
 
Item Number and Caption
  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
         
  (vii) Amendment, extension or termination of the deposit agreement   Reverse of Receipt - Paragraphs (16) and (17).
         
  (viii)  Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs   Face of Receipt - Paragraph (3).
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Face of Receipt – Paragraphs (2), (3), (4), (5), (6) and (7);
Reverse of Receipt – Paragraph (10).
               
 
  (x)
Limitation upon the liability of the Depositary
  
Face of Receipt - Paragraph (5);
Reverse of Receipt - Paragraphs (10) and (14).
         
3.  
Fees and charges which may be imposed directly or indirectly on holders of ADSs
  
Face of Receipt - Paragraph (7).
       
Item 2. AVAILABLE INFORMATION
  
Face of Receipt - Paragraph (8).
 
The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and accordingly files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”).  Such reports and other information can be retrieved from the Commission’s internet website (http://www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549.
 
 
 
 
 
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.
 
 
 
 
 
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Second Amended and Restated Deposit Agreement, dated as of January 28, 2013, by and among Telefônica Brasil S.A. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”).  ___ 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.  ___ None.
 
 
(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.  ___ None.
 
 
(d)
Opinion of counsel for the Depositary as to the legality of the securities to be registered.  ___ Filed herewith as Exhibit (d).
 
 
(e)
Certificate under Rule 466.  ___ Filed herewith as Exhibit (e).
 
 
(f)
Powers of Attorney for certain officers and directors and the authorized representative of the Company.  ___ Set forth on the signature pages hereto.
 
 
 
 
 
Item 4. UNDERTAKINGS
 
 
(a)
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.
 
 
(b)
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.
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Second Amended and Restated Deposit Agreement, dated as of January 28, 2013, by and among Telefônica Brasil S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares to be issued thereunder, 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 New York, State of New York, on the 23rd day of December, 2014.
 
 
Legal entity created by the Second Amended and Restated Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing one non-voting preferred share, without par value, of Telefônica Brasil S.A.
 
CITIBANK, N.A., solely in its capacity as Depositary
  
       
 
By:
/s/ Keith Galfo  
   
Name: Keith Galfo 
  
   
Title:   Vice President
  
       
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Telefônica Brasil 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, in São Paulo, Brazil, on December 23, 2014.
 
 
TELEFÔNICA BRASIL S.A.
  
       
 
By:
/s/ Antonio Carlos Valente da Silva  
   
Name:  Antonio Carlos Valente da Silva
Title:  Chief Executive Officer and Chairman of the Board of Directors
  
   
 
  
       
       
 
By:
/s/ Alberto Manuel Horcajo Aguirre  
   
Name:  Alberto Manuel Horcajo Aguirre
Title:  Chief Financial Officer and Investor Relations Officer
  
 
 
 
 
 
 
POWERS OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Antonio Carlos Valente da Silva and Alberto Manuel Horcajo Aguirre, each of them, his or her true and lawful attorney-in-fact and agents, each with full power of substitution, for him and in his name, place and stead, in any and all such capacities, to sign any and 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 attorney-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on December 23, 2014.
 
Signature
  
Title
     
/s/ Antonio Carlos Valente da Silva
  
Chief Executive Officer and Chairman of the Board of Directors
Antonio Carlos Valente da Silva
    
     
/s/ Breno Rodrigo Pacheco de Oliveira
  
General Secretary and Legal Officer
Breno Rodrigo Pacheco de Oliveira
    
     
/s/ Paulo-Cesar Pereira Teixeira
  
General and Executive Officer and Director
Paulo Cesar Pereira Teixeira
    
     
/s/ Alberto Manuel Horcajo Aguirre
  
Chief Financial Officer and Investor Relations Officer
Alberto Manuel Horcajo Aguirre
    
     
 
  
Vice-President of the Board of Directors
Santiago Fernández Valbuena
    
     
/s/ Antonio Gonçalves Oliveira
  
Director
Antonio Gonçalves Oliveira
    
 
 
 
 
 
Signature
  
Title
     
 
  
Director
Eduardo Navarro de Carvalho
    
     
/s/ Francisco Javier de Paz Mancho
  
Director
Francisco Javier de Paz Mancho
    
     
     
José Fernando de Almansa Moreno-Barreda
  
Director
     
/s/ Luciano Carvalho Ventura
  
Director
Luciano Carvalho Ventura
    
     
 
  
Director
Luis Javier Bastida Ibarguen
    
     
/s/ Luiz Fernando Furlan
  
Director
Luiz Fernando Furlan
    
     
 
  
Director
Narcís Serra Serra
    
     
/s/ Roberto Oliveira de Lima
  
Director
Roberto Oliveira de Lima
    
 
 
 
 

 
Authorized Representative in the U.S.
  
 
     
/s/ Donald J. Puglisi  
Managing Director, Puglisi & Associates
Donald J. Puglisi
    
 
 
 
 
 
 
Index to Exhibits

Exhibit
Document
Sequentially
Numbered Page
     
(a)
Second Amended and Restated Deposit Agreement
  
     
(d)
Opinion of counsel to the Depositary
  
 
 
  
(e)
Certificate under Rule 466