As filed with the Securities and Exchange Commission on February 27, 2003
Registration No. 333-12858
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts for ordinary shares, par value 10p each
of
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC
(SUCCESSOR TO OXFORD GLYCOSCIENCES PLC)
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
ENGLAND AND WALES
(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) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
__________
Timothy F. Keaney
The Bank of New York
101 Barclay Street, 22nd Floor
New York, New York, 10286
(212) 815-2129
(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
For Further Information Contact:
Timothy F. Keaney
The Bank of New York
ADR Department
101 Barclay Street
New York, New York 10286
(212) 815-2129
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to Exhibit 1 to the Amendment No.1 to the Deposit Agreement filed as Exhibit 1 to the Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
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 proxy soliciting material
and 18
(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,
resulting from dividends, splits
17 and 18
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,
or withdraw the underlying securities
8 and 22
(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 Amendment No. 1, dated as of __________, 2003, to the OGS Deposit Agreement (as therein defined), among Cambridge Antibody Technology Group plc, Oxford GlycoSciences plc, The Bank of New York as Depositary, and all Owners and holdersfrom time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.
Letter from The Bank of New York relating to pre-release activities. – Filed herewith as Exhibit 2.
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) and (b) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Previously filed.
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 Post Effective Amendment No. 1 to the 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 20, 2003.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Cambridge Antibody Technology Group plc
The Bank of New York,
As Depositary
By:/s/ MICHAEL F. FINCK
Name: Michael F. Finck
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Cambridge Antibody Technology Group plc has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Cambridge, England on February 20, 2003.
Cambridge Antibody Technology Group plc
By:/s/ JOHN ASTON
Name: John Aston
Title: Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Diane Mellett and Dr. David Glover, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement on Form F-6 (File No. 333-12858), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirmin g that all said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on February 20, 2003.
_______________________________________
/s/ DONALD J. PUGLISI
Name: Uwe Bicker
Name: Donald J. Puglisi
Non-Executive Director
Authorized U.S. Representative
/s/ PETER GARLAND
/s/ PETER CHAMBRE
Name: Peter Garland
Name: Peter Chambre
Non-Executive Chairman
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ DAVID GLOVER
/s/ JOHN ASTON
Name: David Glover
Name: John Aston
Director
Chief Financial Officer and Director
(Principal Accounting and Financial Officer)
/s/ KEVIN JOHNSON
/s/ PAUL NICHOLSON
Name: Kevin Johnson
Name: Paul Nicholson
Director
Non-Executive Director
________________________________________
/s/ AKE STAVLING
Name: Dr. Peter Ringrose
Name: Ake Stavling
Non-Executive Director
Non-Executive Director
__________________________________
___________________________________
Name: Sir Aaron King
Name: John Stocker
Non-Executive Director
Non-Executive Director
Pursuant to the requirements of the Securities Act of 1933, Oxford GlycoSciences plc has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Oxford, England on February 20, 2003.
Oxford GlycoSciences plc
By:/s/ DAVID EBSWORTH, PHD
Name: David Ebsworth, PhD
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on February 20, 2003.
/s/ DAVID EBSWORTH, PHD
/s/ DONALD J. PUGLISI
Name: David Ebsworth, PhD
Name: Donald J. Puglisi
Principal Executive Officer and Director
Authorized U.S. Representative
/s/ DENIS MULHALL
/s/ DR DONALD DRAKEMAN
Name: Denis Mulhall
Name: Dr Donald Drakeman
Principal Accounting and Financial Officer and Director
Director
/s/ DR. RAJESH PAREKH
/s/ PROFESSOR RAYMOND DWEK
Name: Dr. Rajesh Parekh
Name: Professor Raymond Dwek
Chief Scientific Officer and Director
Director
/s/ DR. CHRIS MOYSES
/s/ DR JAMES HILL
Name: Dr. Chris Moyses
Name: Dr James Hill
Chief Medical Officer and Director
Director
/s/ G KIRK RAAB
__________________________________
Name: G Kirk Raab
Name: John Rennocks
Non-Executive Chairman and Director
Director
/s/ PROFESSOR MAX BURGER
Name: Professor Max Burger
Director
INDEX TO EXHIBITS
Exhibit Letter | Exhibit | |
1 | Form of Amendment No. 1, dated as of __________, 2003, to the OGS Deposit Agreement (as therein defined), among Cambridge Antibody Technology Group plc, Oxford GlycoSciences plc, The Bank of New York as Depositary, and all Owners and holdersfrom time to time of American Depositary Receipts issued thereunder. | |
2 | Letter from The Bank of New York relating to pre-release activities. |
