| Registration No. 333-05972 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 3
to
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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COLT TELECOM GROUP PLC
(Exact name of registrant as specified in its charter)
_______________________
England and Wales (State or other jurisdiction of incorporation or organization) | Not Applicable (I.R.S. Employer Identification Number) |
Beaufort House
15 St. Botolph Street
London EC3A 7QN, England
+44 (0)20 7390 3900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_______________________
The Prentice-Hall Corporation System, Inc.
80 State Street
Albany, New York 12207
(518) 433-4740
(Name, address, including zip code, telephone number, including area code, of agent for service)
_____________________
Copy to:
Karen L. Linsley, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
_____________________
Approximate date of commencement of proposed sale to the public: N/A If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o 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, other than securities offered only in connection with distribution or interest reinvestment plans, check the following box. o If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o _______ 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. o _______ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o |
DEREGISTRATION OF ORDINARY SHARES
This Registration Statement relates to the ordinary shares of COLT Telecom Group plc (“COLT”) issuable upon the exercise of ten-year warrants to purchase ordinary shares (the “Warrants”) issued by COLT on December 17, 1996. This Post-Effective Amendment is being filed by COLT to deregister all ordinary shares registered pursuant to the Registration Statement but remaining unissued as of the date this Post-Effective Amendment No. 3 is filed. All of the outstanding Warrants have been exercised or cancelled.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, COLT has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on June 13, 2006.
COLT TELECOM GROUP PLC
By: /s/ Antony Bates
Antony Bates
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of June 13 , 2006.
/s/ Barry Bateman | /s/ Timothy T. Hilton |
Barry Bateman | Timothy T. Hilton |
Chairman of Board of Directors | Non-Executive Director and |
Non-Executive Director | Authorized U.S. Representative |
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/s/ Antony Bates | |
Andreas Barth | Antony Bates |
Non-Executive Director | Chief Financial Officer and Executive Director |
| (Principal Accounting and Financial Officer) |
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/s/ Vincenzo Damiani | /s/ Jean –Yves Charlier |
Vincenzo Damiani | Jean –Yves Charlier |
Non-Executive Director | Chief Executive Officer |
| President and Executive Director |
| (Principal Executive Officer) |
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/s/ Hans Eggerstedt | /s/ Richard Walsh |
Hans Eggerstedt | Richard Walsh |
Non-Executive Director | Non-Executive Director |
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/s/ H. Frans van den Hoven | /s/ John J. Remondi |
H. Frans van den Hoven | John J. Remondi |
Non-Executive Director | Non-Executive Director |
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/s/ Robert Hawley |
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Robert Hawley |
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Non-Executive Director |
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Gene Gabbard |
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Non-Executive Director |
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