As filed with the Securities and Exchange Commission on February 27, 2008
Registration No. 33-84216
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 2 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts for Ordinary Shares
Of
ATLAS SOUTH SEA PEARL LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Australia
(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
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
__________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York, 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary Receipts and
Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i)
The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii)
The procedure for voting, if any,
Articles number 15, 16 and 18
the deposited securities
(iii)
The collection and distribution of
Articles number 4, 12, 13,
dividends
15 and 18
(iv)
The transmission of notices, reports
Articles number 11, 15,16 and 18
and proxy soliciting material
(v)
The sale or exercise of rights
Articles number 13, 14, 15
and 18
(vi)
The deposit or sale of securities
Articles number 12, 13, 15, 17 and
18
resulting from dividends, splits
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 20 and 21
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 11
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 5, 6, 8 and
22
or withdraw the underlying securities
(x)
Limitation upon the liability
Articles number 14, 18, 19 and 21
of the depositary
3.
Fees and Charges
Articles number 7 and 8
Item - 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of October 24, 1994, as amended and restated as of September 12, 1996, among Atlas South Sea Pearl Limited, The Bank of New York as Depositary, and all Owners and holdersfrom time to time of American Depositary Receipts issued thereunder. - Filed previously.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – Not applicable.
c.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously.
e.
Certification under Rule 466. - Filed herewith as Exhibit 5.
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 of the deposited securities 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)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 February 27, 2008.
Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares of Atlas South Sea Pearl Limited.
By: The Bank of New York,
As Depositary
By:/s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Atlas South Sea Pearl Limited has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Subiaco, Western Australia, on February 27, 2008.
ATLAS SOUTH SEA PEARL LIMITED
By:/s/ Joseph J. U. Taylor
Name: Joseph J. U. Taylor
Title: Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 27, 2008.
/s/ Joseph J. U. Taylor
Principal Executive Officer
Joseph J. U. Taylor
/s/ George R. W. Snow
Director
George R. W. Snow
/s/ Ian M. Murchison
Director
Ian M. Murchison
/s/ Steve J. Arrow
Director
Steve J. Arrow
/s/ Steve B. Birkbeck
Director
Steve B. Birkbeck
/s/ Simon C. B. Adams
Principal Financial Officer/Principal Accounting Officer
Simon C. B. Adams
/s/ Donald Puglisi
Authorized Representative in the United States
Donald Puglisi
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
5 | Certificate under Rule 466. | |
