20-F/A 1 sidform20f_2019a.htm SIDFORM20F_2019A

As filed with the Securities and Exchange Commission on April 14, 2020.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________

FORM 20-F/A

(Amendment No. 1)

¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
| OR
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019
| OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| OR
¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-14732

________________________________________________

COMPANHIA SIDERÚRGICA NACIONAL
(Exact Name of Registrant as Specified in its Charter)

NATIONAL STEEL COMPANY
(Translation of Registrant’s name into English)

THE FEDERATIVE REPUBLIC OF BRAZIL
(Jurisdiction of incorporation or organization)

________________________________________________

Marcelo Cunha Ribeiro, Chief Financial and Investor Relations Officer
Phone: +55 11 3049-7454 Fax: +55 11 3049-7212

marcelo.ribeiro@csn.com.br
Av. Brigadeiro Faria Lima, 3400 – 20th floor
04538-132, São Paulo-SP, Brazil

(Address of principal executive offices)

________________________________________________

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class | Trading symbol | Name of each exchange on which registered
Common Shares without Par Value | * | New York Stock Exchange
American Depositary Shares (as evidenced by American Depositary Receipts), each representing one share of Common Stock | SID | New York Stock Exchange

____________________

* Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2019:

1,387,524,047 Common Shares without Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes þ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 Yes þ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ Yes  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

þ Yes  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ | Accelerated filer  | Non-accelerated filer  | Emerging growth company 

If an em e r ging growth company that prepares its financi a l statements in accordance with U.S. GAA P, indicate by check mark if the registrant has elected not to use the extended transiti o n period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  | International Financial Reporting Standards as issued by the International Accounting Standards Board þ | Other 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17  Item 18 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes þ No

Explanatory Note

This Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2019 of Companhia Siderúrgica Nacional (the “Company”), filed with the Securities and Exchange Commission on April 2, 2020 (the “Annual Report”), is being filed for the following reasons:

1. To file Exhibit 101, which presents financial information of the Company in eXtensible Business Reporting Language (“XBRL”). Item 19 of the Annual Report is amended to include the following exhibits:

Exhibit Number | Description
101.INS | XBRL Instance Document.
101.SCH | XBRL Taxonomy Extension Schema.
101.CAL | XBRL Taxonomy Extension Scheme Calculation Linkbase.
101.DEF | XBRL Taxonomy Extension Scheme Definition Linkbase.
101.LAB | XBRL Taxonomy Extension Scheme Label Linkbase.
101.PRE | XBRL Taxonomy Extension Scheme Presentation Linkbase.

2. To amend Exhibit 2.4 “Description of the registrant’s securities registered under Section 12 of the Exchange Act.”, which was filed as Exhibit 24. Item 19 is amended to replace Exhibit 24 to the Exhibit 2.4 attached herein

This Amendment No. 1 comprises a cover page, this explanatory note, the exhibits referred to above, the signature page and the required certifications of the chief executive officer and chief financial officer of the Company.

Except as described above, this Amendment No. 1 does not amend any other information set forth in the Annual Report, and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to April 2, 2020.

Item 19. Exhibits

Exhibit Number |  | Description
2.4 | + | Description of the registrant’s securities registered under Section 12 of the Exchange Act.
12.1 | + | Section 302 Certification of Chief Executive Officer.
12.2 | + | Section 302 Certification of Chief Financial Officer.
13.1 | + | Section 906 Certification of Chief Executive Officer.
13.2 | + | Section 906 Certification of Chief Financial Officer.
101.INS | + | XBRL Instance Document.
101.SCH | + | XBRL Taxonomy Extension Schema.
101.CAL | + | XBRL Taxonomy Extension Scheme Calculation Linkbase.
101.DEF | + | XBRL Taxonomy Extension Scheme Definition Linkbase.
101.LAB | + | XBRL Taxonomy Extension Scheme Label Linkbase.
101.PRE | + | XBRL Taxonomy Extension Scheme Presentation Linkbase.
+ Filed herewith.

SIGNATURES

The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

April 14, 2020 | Companhia Siderúrgica Nacional
| By: | /s/ Benjamin Steinbruch Benjamin Steinbruch
|  | Title: | Chief Executive Officer
| By: | /s/ Marcelo Cunha Ribeiro Marcelo Cunha Ribeiro
|  | Title: | Chief Financial and Investor Relations Officer