As filed with the Securities and Exchange Commission on September 28, 2005
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
CEMEX, S.A. de C.V.
(Exact name of registrant as specified in its charter)
United Mexican States Not Applicable
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
______________
Av. Ricardo Margain Zozaya #325, Colonia Valle del Campestre
Garza Garcia, Nuevo Leon, Mexico 66265
(Address of principal executive offices)
CEMEX, S.A. de C.V. Employee Stock Option Plan
(Full title of the plan)
______________
CEMEX Corp.
1200 Smith Street, Suite 2400
Houston, Texas 77002
(713) 650-6200
Attn: Gilberto Perez
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Robert M. Chilstrom, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
______________
CALCULATION OF REGISTRATION FEE
======================================================= =============== =================== ================== ===============
Proposed Maximum
Proposed Maximum Aggregate Amount of
Title of each class of Amount to be Offering Price Offering Price Registration
securities to be registered (1)(2) Registered (3) Per Security (4) (4) Fee
- ------------------------------------------------------- --------------- ------------------- ------------------ ---------------
Ordinary Participation Certificates (Certificados de 40,000,000 $5.07 $202,800,000 $23,870
Participacion Ordinarios ("CPOs")), each representing
two Series A Shares and one Series B Share of CEMEX,
S.A. de C.V..........................................
- ------------------------------------------------------- --------------- ------------------- ------------------ ---------------
Series A Shares of CEMEX, S.A. de C.V. (5)........... 80,000,000 -- -- --
- ------------------------------------------------------- --------------- ------------------- ------------------ ---------------
Series B Shares of CEMEX, S.A. de C.V. (5)........... 40,000,000 -- -- --
======================================================= =============== =================== ================== ===============
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement also covers such indeterminate amount of
securities as may be offered or issued pursuant to the terms of the CEMEX, S.A. de C.V.
Employee Stock Option Plan to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) American Depositary Receipts evidencing American Depositary Shares ("ADSs") issuable on deposit
of the CPOs registered hereby, each ADS representing ten CPOs, have been registered pursuant to
a separate Registration Statement on Form F-6 (Reg. No. 333-11338).
(3) This represents the maximum aggregate projected amount of CPOs issuable under the CEMEX, S.A.
de C.V. Employee Stock Option Plan over a period of five (5) years.
(4) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457 (c)
and (h) under the Securities Act, based on the average of the high and low prices of the
Registrant's ADSs on the New York Stock Exchange on September 27, 2005.
(5) The Series A Shares and Series B Shares comprise the CPOs registered hereby and are not being
offered separately.
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EXPLANATORY NOTE
The purpose of this registration statement is to register additional CPOs for
issuance under the CEMEX, S.A. de C.V. Employee Stock Option Plan (the "Plan").
Pursuant to an amendment to the Plan adopted in 2004, CEMEX, S.A. de C.V.
("CEMEX") is able to grant restricted CPOs under the Plan in lieu of stock
options. In accordance with General Instruction E of Form S-8, the contents of
CEMEX's registration statement on Form S-8 (File No. 333-13970) filed with the
Securities and Exchange Commission on September 28, 2001 (the "Original Form
S-8") are incorporated herein by reference and the information required by Part
II is omitted, except as supplemented by the information set forth below.
On April 28, 2005, CEMEX's shareholders approved a two for one stock split in
the CPOs and the underlying Series A shares and Series B shares that became
effective on July 1, 2005. Pursuant to Rule 416(a) under the Securities Act, the
Original Form S-8 is deemed to cover the number of additional CPOs and the
underlying Series A shares and Series B shares issued in connection with such
stock split in respect of the CPOs and the underlying Series A shares and Series
B shares registered under the Original Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by CEMEX pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Registration Statement.
(a) CEMEX's annual report on Form 20-F for the year ended December 31,
2004, filed with the Commission on May 27, 2005;
(b) CEMEX's current report on Form 6-K furnished to the Commission on
September 19, 2005; and
(c) The descriptions of CEMEX's American Depositary Shares, CPOs,
Series A Shares and Series B Shares contained in Amendment No. 1 to CEMEX's
registration statement on Form 8-A/A (SEC File No. 1-14946), filed with the
Commission on July 1, 2005, and any amendment or report filed for the purpose of
updating such descriptions.
All documents subsequently filed by CEMEX pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, and any Form 6-K during such
period or portions thereof that are identified in such forms as being
incorporated into this registration statement, shall be deemed to be
incorporated herein by reference and shall be deemed a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein and to be a part hereof shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 8. Exhibits.
Exhibit
No. Description
4.1(a) Form of Trust Agreement between CEMEX, S.A. de C.V., as founder of
the trust, and Banco Nacional de Mexico, S.A. regarding the CPOs.(a)
4.1(b) Amendment Agreement, dated as of November 21, 2002, amending the
Trust Agreement between CEMEX, S.A. de C.V., as founder of the
trust, and Banco Nacional de Mexico, S.A. regarding the CPOs.(b)
4.2 Form of CPO Certificate.(a)
4.3(a) Form of Second Amended and Restated Deposit Agreement (A Shares, B
shares and CPOs), dated as of August 10, 1999, among CEMEX, S.A. de
C.V., Citibank, N.A. and holders and beneficial owners of American
Depositary Shares.(c)
4.3(b) Form of Amendment No.1 to Second Amended and Restated Deposit
Agreement (A Shares, B shares and CPOs), dated as of July 1, 2005,
among CEMEX, S.A. de C.V., Citibank, N.A. and holders and beneficial
owners of American Depositary Shares.(d)
4.4 Form of American Depositary Receipt (included in Exhibit 4.3(b)). (d)
4.5 Form of Certificate for shares of Series A Common Stock of CEMEX,
S.A. de C.V. (a)
4.6 Form of Certificate for shares of Series B Common Stock of CEMEX,
S.A. de C.V. (a)
5.1 Opinion of Lic. Ramiro G. Villarreal, General Counsel of CEMEX, S.A.
de C.V., regarding the legality of the CPOs. (e)
23.1 Consent of KPMG Cardenas Dosal, S.C. (f)
23.2 Consent of PricewaterhouseCoopers LLP. (f)
23.3 Consent of Lic. Ramiro G. Villarreal, General Counsel of CEMEX, S.A.
de C.V. (included in the opinion filed as Exhibit 5.1). (e)
24.1 Power of attorney (included in the signature page of this
Registration Statement). (f)
__________________
(a) Incorporated by reference to the Registrant's Registration Statement
on Form F-4 (Registration No. 333-10682), filed with the Securities
and Exchange Commission on August 10, 1999.
(b) Incorporated by reference to the Registrant's annual report on
Form 20-F filed with the Securities and Exchange Commission
on April 8, 2003.
(c) Incorporated by reference to Amendment No. 2 to the Registrant's
Registration Statement on Form F-4 (Registration No. 333-13976),
filed with the Securities and Exchange Commission on November 19, 2001.
(d) Incorporated by reference to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form F-6 (File No. 333-11338)
filed with the Securities and Exchange Commission on June 28, 2005.
(e) Incorporated by reference to the Registrant's Registration Statement
on Form F-3 (Registration No. 333-86700), filed with the Securities
and Exchange Commission on April 19, 2002.
(f) Filed herewith.
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 S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Garza Garcia, Nuevo Leon, Mexico on September 28, 2005.
CEMEX, S.A. DE C.V.
By: /s/ Lorenzo H. Zambrano
-------------------------------
Name: Lorenzo H. Zambrano
Title: Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints each of Lorenzo H. Zambrano, Hector Medina, Rodrigo Trevino Muguerza,
Ramiro Villarreal and Humberto Moreira, or any of them, each acting alone, his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Lorenzo H. Zambrano Chief Executive Officer and September 28, 2005
- -------------------------------- Chairman of the Board of Directors
Lorenzo H. Zambrano (Principal Executive Officer)
/s/ Armando J. Garcia Segovia Director September 28, 2005
- --------------------------------
Armando J. Garcia Segovia
/s/ Lorenzo Milmo Zambrano Director September 28, 2005
- --------------------------------
Lorenzo Milmo Zambrano
/s/ Rodolfo Garcia Muriel Director September 28, 2005
- --------------------------------
Rodolfo Garcia Muriel
/s/ Rogelio Zambrano Lozano Director September 28, 2005
- --------------------------------
Rogelio Zambrano Lozano
/s/ Roberto Zambrano Villarreal Director September 28, 2005
- --------------------------------
Roberto Zambrano Villarreal
/s/ Bernardo Quintana Isaac Director September 28, 2005
- --------------------------------
Bernardo Quintana Isaac
/s/ Dionisio Garza Medina Director September 28, 2005
- --------------------------------
Dionisio Garza Medina
/s/ Alfonso Romo Garza Director September 28, 2005
- --------------------------------
Alfonso Romo Garza
/s/ Mauricio Zambrano Villarreal Director September 28, 2005
- --------------------------------
Mauricio Zambrano Villarreal
/s/ Tomas Brittingham Longoria Director September 28, 2005
- --------------------------------
Tomas Brittingham Longoria
/s/ Jose Manuel Rincon Gallardo Director September 28, 2005
- --------------------------------
Jose Manuel Rincon Gallardo
/s/ Hector Medina Aguiar Executive Vice President of September 28, 2005
- -------------------------------- Planning and Director
Hector Medina Aguiar (Principal Financial Officer)
/s/ Rafael Garza Chief Comptroller September 28, 2005
- -------------------------------- (Principal Accounting Officer)
Rafael Garza
/s/ Gilberto Perez Authorized Representative in September 28, 2005
- -------------------------------- the United States
Gilberto Perez
EXHIBIT INDEX
Exhibit
No. Description
4.1(a) Form of Trust Agreement between CEMEX, S.A. de C.V., as founder of
the trust, and Banco Nacional de Mexico, S.A. regarding the CPOs.(a)
4.1(b) Amendment Agreement, dated as of November 21, 2002, amending the
Trust Agreement between CEMEX, S.A. de C.V., as founder of the
trust, and Banco Nacional de Mexico, S.A. regarding the CPOs.(b)
4.2 Form of CPO Certificate.(a)
4.3(a) Form of Second Amended and Restated Deposit Agreement (A Shares, B
shares and CPOs), dated as of August 10, 1999, among CEMEX, S.A. de
C.V., Citibank, N.A. and holders and beneficial owners of American
Depositary Shares.(c)
4.3(b) Form of Amendment No.1 to Second Amended and Restated Deposit
Agreement (A Shares, B shares and CPOs), dated as of July 1, 2005,
among CEMEX, S.A. de C.V., Citibank, N.A. and holders and beneficial
owners of American Depositary Shares.(d)
4.4 Form of American Depositary Receipt (included in Exhibit 4.3(b)). (d)
4.5 Form of Certificate for shares of Series A Common Stock of CEMEX,
S.A. de C.V. (a)
4.6 Form of Certificate for shares of Series B Common Stock of CEMEX,
S.A. de C.V. (a)
5.1 Opinion of Lic. Ramiro G. Villarreal, General Counsel of CEMEX, S.A.
de C.V., regarding the legality of the CPOs. (e)
23.1 Consent of KPMG Cardenas Dosal, S.C. (f)
23.2 Consent of PricewaterhouseCoopers LLP. (f)
23.3 Consent of Lic. Ramiro G. Villarreal, General Counsel of CEMEX, S.A.
de C.V. (included in the opinion filed as Exhibit 5.1). (e)
24.1 Power of attorney (included in the signature page of this
Registration Statement). (f)
__________________
(a) Incorporated by reference to the Registrant's Registration Statement
on Form F-4 (Registration No. 333-10682), filed with the Securities
and Exchange Commission on August 10, 1999.
(b) Incorporated by reference to the Registrant's annual report on
Form 20-F filed with the Securities and Exchange Commission
on April 8, 2003.
(c) Incorporated by reference to Amendment No. 2 to the Registrant's
Registration Statement on Form F-4 (Registration No. 333-13976),
filed with the Securities and Exchange Commission on November 19, 2001.
(d) Incorporated by reference to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form F-6 (File No. 333-11338)
filed with the Securities and Exchange Commission on June 28, 2005.
(e) Incorporated by reference to the Registrant's Registration Statement
on Form F-3 (Registration No. 333-86700), filed with the Securities
and Exchange Commission on April 19, 2002.
(f) Filed herewith.
Exhibit23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference into this Registration
Statement on Form S-8 of CEMEX, S.A. de C.V., of our report, dated January 15,
2005 (except for note 24, which is as of March 31, 2005), with respect to the
consolidated balance sheets of CEMEX, S.A. de C.V. and subsidiaries as of
December 31, 2003 and 2004, and the related consolidated statements of income,
changes in stockholders' equity and changes in financial position for each of
the years in the three year period ended December 31, 2004, which report
appears in the Annual Report on Form 20-F of CEMEX, S.A. de C.V., filed with
the Securities and Exchange Commission on May 27, 2005.
KPMG Cardena Dosal, S.C.
/s/ Leandro Castillo Parada
Leandro Castillo Parada
Monterrey, N.L., Mexico
September 27, 2005
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference into this Registration
Statement on Form S-8 of CEMEX, S.A. de C.V., of our report dated September 5,
2005 relating to the consolidated financial statements of RMC Group Limited as
of December 31, 2004 and 2003 and for the three years ended December 31, 2004,
which report appears in the Report on Form 6-K of CEMEX, S.A. de C.V., filed
with the Securities and Exchange Commission on September 19, 2005.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
London, England
September 27, 2005