Form 8-A12B - Registration of securities [Section 12(b)]
23 December 2023 - 5:38AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549 FORM 8-A
FOR REGISTRATION
OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Companhia Paranense
de Energia – Copel
(Exact name of
registrant as specified in its charter)
Energy Company of Parana –
Copel
(Translation of Registrant’s
name into English)
Federative Republic of Brazil |
Not Applicable |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
Rua José Izidoro Biazetto,
158 – Bloco A
81200-240, Curitiba, Paraná
Brazil |
Not Applicable |
(Address of principal executive offices) |
(Zip Code) |
Copy to:
Jonathan Mendes de Oliveira,
Esq.
Cleary Gottlieb Steen
& Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
Securities
to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered |
|
Name of each exchange on which
each class is to be registered
|
Common shares, without par value |
|
The New York Stock Exchange (“NYSE”)* |
|
|
|
American Depositary Shares (“ADS”)
each
representing four common shares
|
|
The New York Stock Exchange |
If this form relates to the registration of
a class of securities pursuant to Section 12(b) of the Exchange Act and
is
effective pursuant to General Instruction A.(c) or (e), check the following box. x
If this form relates to the registration of a class
of securities pursuant to Section 12(g) of the Exchange Act and
is
effective pursuant to General Instruction A.(d) or (e), check the following box. ¨
If this form relates to the registration of a class
of securities concurrently with a Regulation A offering, check
the
following box. ¨
Securities Act registration statement or Regulation
A offering statement file number to which this form relates:
Securities to be registered pursuant to Section
12(g) of the Act: None.
* Application made for registration purposes only,
not for trading, and only in connection with the listing of the ADSs on the New York Stock Exchange. Each ADS represents the right to
receive four common shares and the ADSs are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration
Statement on Form F-6. Accordingly, the ADSs are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as
amended, pursuant to Rule 12a-8.
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s
Securities to be Registered.
The securities
to be registered hereby are (i) the common shares, without par value (the “Common Shares”) of Companhia Paranaense de Energia
– Copel (the “Registrant”) and (ii) the American Depositary Shares (“ADS”) each representing four common
shares. The Registrant hereby incorporates by reference the description of the Common Shares and the ADS included in the Registrant’s Annual Report on Form 20-F/A for the fiscal year ended December 31, 2022 filed with the Securities and Exchange
Commission (the “SEC”) on July 23, 2023 (File No. 001-14668), under the headings “Dividend Payment,” “Item
10. Additional Information – Memorandum and Articles of Association” and “Item 12D. American Depositary Shares.”
Item 2. Exhibits.
99 (A).
Corporate Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 6-K (File
No. 001-14668), filed on July 26, 2023).
99 (B).
Form of Deposit Agreement (For Common Shares), among Companhia Paranaense de Energia – Copel, The Bank of New York, as depositary,
and all owners and holders from time to time of American Depositary Receipts issued thereunder (incorporated herein by reference to Exhibit 1 to the Registrant’s Form F-6 (File No. 333-276106), filed on December 18, 2023).
SIGNATURE
Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
COMPANHIA PARANENSE DE ENERGIA –
COPEL
|
By: |
/s/ Daniel Pimentel Slaviero |
Name: |
Daniel Pimentel Slaviero |
Title: |
Chief Executive Officer |
|
|
By: |
/s/ Adriano Rudek de Moura |
Name: |
Adriano Rudek de Moura |
Title: |
Chief Financial Officer and Investor
Relations Officer |
Date: December 22, 2023
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