As Filed with the Securities and Exchange Commission on November 9, 2005.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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PEARSON PLC
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
England and Wales
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, NY 10286
Telephone (212)-495-1784
(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
|X| immediately upon filing
| | on (Date) at (Time)
If a separate statement has been filed to register the deposited shares,
check the following box.
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of Amount Aggregate price aggregate offering Amount of
Securities to be registered to be registered per unit (1) price (1) registration fee
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American Depositary Shares evidenced by 100,000,000 $.05 $5,000,000 $588.50
American Depositary Receipts, each American
American Depositary Share evidencing Depositary
one ordinary shares of Pearson plc. Shares
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(1) 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 Receipts evidencing American Depositary
Shares.
As permitted by Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to the Depositary Shares
registered under Registration Statement on Form F-6 (Nos. 33-89456, 333-12374
and 333-12606) previously filed by the registrant.
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The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit
(1) to this Registration Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(1) Name and address of Depositary Introductory Paragraph
(2) Title of American Depositary Receipts and Face of American Depositary Receipt, top center
identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary Receipt - upper right
represented by one unit of American corner
Depositary Shares
(ii) The procedure for voting, if any, the Paragraphs (15), (16) and (18)
deposited securities
(iii) The collection and distribution of Paragraphs (4), (12), (13), (15) and (18)
dividends
(iv) The transmission of notices, reports Paragraphs (11), (15), (16) and (18)
and proxy soliciting material
(v) The sale or exercise of rights Paragraph (13), (14), (15) and (18)
(vi) The deposit or sale of securities Paragraphs (12), (13), (15), (17) and (18)
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or termination of Paragraphs (20) and (21)
the Deposit Agreement
(viii) Rights of holders of receipts to Paragraph (11) inspect the
transfer books of the Depositary
and the list of holders of receipts
(ix) Restrictions upon the right to deposit Paragraphs (2), (3), (4), (5), (6), (8) and (22)
or withdraw the underlying securities
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Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Paragraphs (14), (18), (19) and (21)
Depositary
(3) Fees and Charges Paragraph (7) and (8)
Item 2. Available Information
Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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2(a) Statement that Pearson plc is subject to the Paragraph (11) 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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
* (1) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as of March 21, 1995, as amended and restated as of August 8,
2000, among Pearson plc (the "Issuer"), The Bank of New York, as Depositary (the
"Depositary"), and each Owner and holder from time to time of American
Depositary Receipts ("ADRs") issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.
(5) Certification under Rule 466.
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
ADRs, any reports and communications received from the Issuer 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) The Depositary hereby undertakes to notify each registered holder of
an ADR at least thirty days before any change in the fee schedule.
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* Incorporated by reference to Form F-6 Registration Statement No. 333-12606
filed by the Registrant with the Commission
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of
New York, on behalf of the legal entity created by the Deposit Agreement, dated
as of March 21, 1995, as amended and restated as of August 8, 2000, among
Pearson plc, The Bank of New York, as Depositary, and each Owner and holder of
an American Depositary Receipt 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 to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New York,
State of New York, on November 9, 2005.
By: THE BANK OF NEW YORK,
as Depositary
By: \s\ David S. Stueber
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Name: David S. Stueber
Title: Managing Director
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Pursuant to the requirements of the Securities Act of 1933, Pearson plc
has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in England on November 9, 2005.
Pearson plc
By: \s\ Marjorie Scardino
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Name: Marjorie Scardino
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in the capacities indicated on November 9, 2005.
Name Title
---- -----
\s\ Marjorie Scardino Chief Executive Officer
--------------------- (Principal Executive Officer)
Marjorie Scardino
\s\ Rona Fairhead Chief Financial Officer
--------------------- (Principal Financial Officer)
Rona Fairhead
\s\ Rona Fairhead Chief Financial Officer
--------------------- (Principal Accounting Officer)
Rona Fairhead
\s\ Glen Moreno Chairman
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Glen Moreno
\s\ David Bell Director
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David Bell
\s\ John Makinson Director
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John Makinson
\s\ Terry Burns Senior Independent Director
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Terry Burns
\s\ Philip Hoffman Authorized Representative in the United States
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Philip Hoffman
Executive Vice President,
Pearson, Inc
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Non-executive Director
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Patrick Cescau
Non-executive Director
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Susan Fuhrman
Non-executive Director
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Reuben Mark
Non-executive Director
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Vernon Sankey
Non-executive Director
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Rana Talwar
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INDEX TO EXHIBITS
Exhibit
Number
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(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to the legality of the securities being registered.
(5) Certification under Rule 466.
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