As filed with the Securities and Exchange Commission on September 27, 2005
Registration No. 333-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3
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 3241 N.A.
(State or other (Primary Standard (I.R.S. Employer
incorporation Industrial Classification Identification No.)
jurisdiction of Code Number)
or organization)
CEMEX, S.A. de C.V. CEMEX Corp.
Av. Ricardo Margain Zozaya #325 1200 Smith Street, Suite 2400
Colonia Valle del Campestre, Garza Garcia Houston, Texas 77002
Nuevo Leon, Mexico 66265 (713) 650-6200
(011-5281) 8888-8888 Attn: Gilberto Perez
(Address and Telephone Number (Name, Address and Telephone
of Registrant's Principal Executive Offices) Number of Agent for Service)
Copy of all communications, including communications sent to the
agent for service, to:
Robert M. Chilstrom, Esq. David C. Lopez, Esq.
Skadden, Arps, Slate, Meagher Cleary Gottlieb Steen
& Flom LLP & Hamilton LLP
Four Times Square One Liberty Plaza
New York, New York 10036 New York, New York 10006
___________________________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
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, please check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| 333-86700
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
___________________________
CALCULATION OF REGISTRATION FEE
==========================================================================================================================|
| | | Proposed Maximum | |
| Amount to | Proposed Maximum | Aggregate | Amount of |
Title of Each Class of | be | Offering Price | Offering | Registration|
Securities to be Registered(1) | Registered(2)| Per Security(2) | Price(3) | Fee |
- ------------------------------------------------------|--------------|------------------|-------------------|-------------|
Ordinary Participation Certificates (Certificados de | | | | |
Participacion Ordinarios ("CPOs")), each representing | | | | |
two Series A shares and one Series B share of CEMEX, | -- | -- | $123,705,809 | $14,560 |
S.A. de C.V. (4) .....................................| | | | |
- ------------------------------------------------------|--------------|------------------|-------------------|-------------|
Series A shares of CEMEX, S.A. de C.V. (5)............| -- | -- | -- | -- |
- ------------------------------------------------------|--------------|------------------|-------------------|-------------|
Series B shares of CEMEX, S.A. de C.V. (5)............| -- | -- | -- | -- |
==========================================================================================================================|
(1) This Registration Statement relates to Registration Statement on Form F-3
(Registration No. 333-86700) of CEMEX, S.A. de C.V. ("CEMEX") filed with
the Securities and Exchange Commission on April 19, 2002, pursuant to
which CEMEX registered an indeterminate number of CPOs and other
securities with a maximum aggregate offering price of $1,500,000,000 (the
"Prior Registration Statement"), and is being filed to register additional
CPOs pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Securities Act").
(2) Pursuant to Rule 457(o) under the Securities Act, which permits the
registration fee to be calculated on the basis of the maximum offering
price of all the securities listed, the table does not specify the amount
to be registered or the proposed maximum offering price per security.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act. As of the date of this
Registration Statement, the maximum aggregate offering price of securities
which remain to be issued pursuant to the Prior Registration Statement is
$1,410,464,551. The maximum aggregate offering price of the additional
CPOs being registered hereby pursuant to Rule 462(b) under the Securities
Act is $123,705,809, which represents less than 20% of the maximum
aggregate offering price of securities remaining on the Prior Registration
Statement.
(4) American Depositary Receipts evidencing American Depositary Shares
("ADSs") issuable on deposit of the CPOs, each ADS representing ten CPOs,
have been registered pursuant to a separate Registration Statement on Form
F-6 (Reg. No. 333-11338).
(5) The Series A Shares and Series B Shares comprise the CPOs registered
hereby and are not being offered separately.
This Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Rule 462(b) under the
Securities Act.
===============================================================================
EXPLANATORY NOTE
This Registration Statement relates to the Registration Statement on
Form F-3 (Registration No. 333-86700) of CEMEX, S.A. de C.V. ("CEMEX") filed
with the Securities and Exchange Commission (the "Commission") on April 19,
2002 and declared effective by the Commission on May 10, 2002 (the "Prior
Registration Statement"). This Registration Statement is being filed to
register additional securities pursuant to Rule 462(b) under the Securities Act
of 1933. The contents of the Prior Registration Statement, including the
exhibits thereto, are incorporated by reference into, and shall be deemed to be
a part of, this Registration Statement. Pursuant to General Instruction IV to
Form F-3, this Registration Statement includes the facing page, this
explanatory note, the signature page, an exhibit index and the required
opinions and consents.
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-3, and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Monterrey, Nuevo Leon, Mexico on September 27, 2005.
CEMEX, S.A. de C.V.
By: /s/ Rodrigo Trevino
--------------------------------
Name: Rodrigo Trevino
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registrant statement has been signed by the following persons in the capacities
and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
* Chief Executive Officer and Chairman September 27, 2005
- ---------------------------------- of the Board of Directors
Lorenzo H. Zambrano (Principal Executive Officer)
Director
- ----------------------------------
Armando J. Garcia Segovia
* Director September 27, 2005
- ----------------------------------
Lorenzo Milmo Zambrano
* Director September 27, 2005
- ----------------------------------
Rodolfo Garcia Muriel
* Director September 27, 2005
- ----------------------------------
Rogelio Zambrano Lozano
* Director September 27, 2005
- ----------------------------------
Roberto Zambrano Villarreal
* Director September 27, 2005
- ----------------------------------
Bernardo Quintana Isaac
* Director September 27, 2005
- ----------------------------------
Dionisio Garza Medina
* Director September 27, 2005
- ----------------------------------
Alfonso Romo Garza
* Director September 27, 2005
- ----------------------------------
Mauricio Zambrano Villarreal
Director
- ----------------------------------
Tomas Brittingham Longoria
Director
- ----------------------------------
Jose Manuel Rincon Gallardo
* Executive Vice President of Planning September 27, 2005
- ---------------------------------- and Finance and Director
Hector Medina (Principal Financial Officer)
* Chief Accounting Officer September 27, 2005
- ----------------------------------
Rafael Garza (Principal Accounting Officer)
* Authorized Representative in the United States September 27, 2005
- ----------------------------------
Gilberto Perez
* By /s/ Rodrigo Trevino September 27, 2005
---------------------------
Rodrigo Trevino
Attorney - in - fact
Exhibit Index
Exhibit
No. Description
- ------- ----------------
5.1 Opinion of Lic. Ramiro G. Villarreal, General Counsel of
CEMEX, S.A. de C.V., regarding the legality of the CPOs.
23.1 Consent of KPMG Cardenas Dosal, S.C.
23.2 Consent of PricewaterhouseCoopers LLP.
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).
24.1 Powers of Attorney (filed as Exhibit 24.1 to the Registrant's
Registration Statement on Form F-3 (File No. 333-86700) and
incorporated herein by reference).
Exhibit 5.1
[Letterhead of CEMEX, S.A. de. C.V.]
September 27, 2005
CEMEX, S.A. de C.V.
Av. Ricardo Margain Zozaya #325
Colonia Valle del Campestre
Garza Garcia, Nuevo Leon
Mexico 66265
Re: CEMEX, S.A. de C.V.
Registration Statement on Form F-3
----------------------------------
Ladies and Gentlemen:
I, Ramiro G. Villarreal, am General Counsel for CEMEX, S.A.
de C.V. (the "Company"), a corporation with variable capital (sociedad anomia
de capital variable) organized under the laws of the United Mexican States
("Mexico"). In that capacity, I have acted as counsel for the Company in
connection with the public offering and sale (the "Offering") from time to
time, by the Company of a number of its ordinary participation certificates
("CPOs"), with an aggregate offering price of up to U.S.$ [282,092,910]. The
CPOs may be issued in the form of American Depositary Shares ("ADSs"), each ADS
representing ten CPOs. The CPOs are issued by Banco Nacional de Mexico, S.A.,
as trustee (the "Trustee") of a Mexican trust (the "CPO Trust"), pursuant to a
trust agreement (the "CPO Trust Agreement") between the Company and the
Trustee. Each CPO represents the economic interests in, and certain voting
rights with respect to, two Series A Shares of the Company, no par value (the
"A Shares"), and one Series B Share of the Company, no par value (the "B
Shares"). The ADSs are issued pursuant to the Second Amended and Restated
Deposit Agreement, dated as of August 10, 1999, as amended by Amendment No. 1
thereto, dated as of July 1. 2005, among the Company, Citibank, N.A., as
depositary (the "Depositary"), and the holders and beneficial owners of ADSs
evidenced by American Depositary Receipts issued thereunder (the "ADS Deposit
Agreement").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").
In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement on Form F-3 as filed with the Securities and Exchange
Commission (the "Commission") on the date hereof under the Act (such
Registration Statement, including all documents incorporated by reference
therein, being hereinafter referred to as the "Registration Statement"); (ii) a
specimen certificate representing the A Shares; (iii) a specimen certificate
representing the B Shares; (iv) a specimen certificate representing the CPOs;
(v) the By-Laws (estatutos sociales) of the Company, as presently in effect;
(vi) the resolutions of the Board of Directors of the Company relating to the
issuance of the CPOs; (vii) the CPO Trust Agreement; and (viii) the ADS Deposit
Agreement. I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making my
examination of documents executed or to be executed by parties other than the
Company, I have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which I have not independently established or verified, I have relied
upon statements and representations of officers and other representatives of
the Company and others.
I am an attorney duly licensed to practice law in Mexico, and
I do not express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, I am of the opinion
that (i) the CPO Trust Agreement has been duly authorized, executed and
delivered, and constitutes a valid and legally binding agreement, enforceable
in accordance with its terms, subject, as to enforceability, to bankruptcy,
insolvency, reorganization and similar laws of general applicability relating
to or affecting creditors' rights and to general equity principles; (ii) the
CPOs that may be sold pursuant to the Offering have been duly and validly
issued in accordance with the terms of the CPO Trust Agreement and the holders
thereof are entitled to the rights specified in the CPO Trust Agreement; and
(iii) the A Shares and the B Shares underlying the CPOs that may be sold
pursuant to the Offering have been duly and validly authorized and issued and
are fully paid and non-assessable.
I hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. I also consent to the
reference to my name under the caption "Validity of the Securities" in the
Registration Statement. In giving this consent, I do not thereby admit that I
am included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Ramiro G. Villarreal
Ramiro G. Villarreal
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference into this Registration
Statement on Form F-3 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 F-3 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