Masisa S.A. - Report of Foreign Issuer (6-K)
20 Février 2008 - 10:50PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the month of February 2008
Masisa
S.A.
(Exact
name of registrant as specified in its charter)
Masisa
S.A.
(Translation
of Registrant's name into English)
Av.
Apoquindo 3650, Piso 10, Las Condes
Santiago,
Chile
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover
Form
20-F
or Form 40-F.
Form
20-F
x
Form
40-F
o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
o
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under Securities Exchange Act of
1934.
Yes
o
No
x
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_____
Item
1. Important Event issued by Masisa S.A. on February 20,
2008:
MASISA
S.A.
Publicly-Traded
Corporation
Registered
under Nº825 in the Securities Registry
SIGNIFICANT
EVENT
Santiago,
February 20, 2008
Mr.
Superintendent
Superintendency
of Securities and Insurance
Dear
Sir,
Pursuant
to what is laid down in article 9 and the second sub-paragraph of article 10
of
Law Nº18.045 and in General Regulation Nº30 of that Superintendency, and duly
empowered to such effect by the Board of Masisa S.A. (hereinafter referred
to as
“Masisa” or the “Company”), I hereby inform you of the following
significant
event:
In
an
extraordinary board meeting held on February 20, 2008 Masisa has decided to
delist its American Depositary Shares (“ADSs”) representing common stock without
nominal (par) value of the Company (“Common Stock”), and evidenced by American
Depositary Receipts (“ADRs”), from the New York Stock Exchange (the “NYSE”).
Masisa has also decided to terminate the deposit agreement relating to the
ADSs
(the “Deposit Agreement) entered into on March 24, 2005 with The Bank of New
York as the depositary bank (the “Depositary Bank”). Masisa intends, as soon as
it is permitted to do so after the delisting and termination of its ADR program,
to seek deregistration and termination of its reporting obligations under
Sections 12(g) and 15(d) of the U.S. Securities and Exchange Act of 1934, as
amended (the “Exchange Act”).
The
board’s decision on February 20, 2008 to delist the ADSs from the NYSE,
terminate its ADR program and seek deregistration is based on several factors,
including the following:
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·
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At
present less than 5% of the outstanding Common Stock is held in the
form
of ADSs; and
|
|
·
|
Taking
this action would allow Masisa reduce its operating
expenses.
|
At
present, the Company expects to file a Form 25 with the SEC on or about March
3,
2008 and anticipates that delisting of the ADSs will occur 10 days after the
filing of that form. After delisting and up until the time of termination of
the
ADR program, the ADRs will be traded in the over-the-counter
market.
The
Company will notify the Depositary Bank on February 20, 2008 that it wishes
to
terminate the ADR program. Upon such notification, the Depositary Bank will
establish a termination date for the Deposit Agreement (“Termination Date”) and
send notice of such date to ADR holders. The Termination Date will be no sooner
than 60 days from the date of the notice to ADR holders and is estimated to
occur on or about April 28, 2008.
Upon
termination of the Deposit Agreement, ADR holders will have 60 days to exchange
their ADRs for certificates of Common Stock. If an ADR holder does not exchange
its ADRs within the aforementioned 60 day period, the Depositary Bank will
be
authorized to sell the Common Stock underlying such ADRs and provide to such
holders the net proceeds from such sales. In order to allow for such sales
of
Common Stock within such timeframe, the Company and the Depositary Bank have
agreed to amend the Deposit Agreement to decrease the period after termination
during which the Depositary Bank must hold underlying Common Stock from one
year
to 60 days.
The
Company will maintain its corporate governance standards and its investor
relations program.
Yours
faithfully,
Enrique
Cibié Bluth
CEO
Masisa
S.A.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date:
February 20, 2008
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Masisa
S.A.
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By:
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/s/
Enrique Cibié
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Enrique
Cibié
CEO
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