SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
Form 20-F/A
(Amendment No. 1)
o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ý OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NUMBER: 000-30078
WAVECOM S.A.
(Exact name of Registrant as specified in its charter)
Not applicable | Republic of France | |
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
3, esplanade du Foncet
92442 Issy-les-Moulineaux Cedex - France
Tel. 011 33 1 46 29 08 00
Securities registered or to be registered pursuant to Section 12(b) of the Act: See below |
| Title of each class: | Name of each exchange on which registered: | |
Shares, nominal value €1.00 each* American Depositary Shares, evidenced by American Depositary Receipts, each representing one Share | NASDAQ Global Market |
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 the close of the period covered by the annual report:
Ordinary Shares, nominal value €1.00 per share: 15,554,153 |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No ý
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 o No ý
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. Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer: ý Non-accelerated filer: o
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 o No ý
Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 o Item 18 ý
| * | Listed not for trading or quotation purposes but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission. |
| Page | ||
| Explanatory Note | 3 | |
| Exhibit 4.11 |
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Explanatory Note
This Amendment No. 1 on Form 20-F/A to our Annual Report on Form 20-F for the fiscal year ended December 31, 2006 (“Amendment No. 1”), filed on April 11, 2007 (the “20-F”), is being filed solely for the purpose of amending Item 19, Exhibits, to refile Exhibit 4.11 in final redacted form. This Exhibit 4.11 supersedes and replaces the corresponding exhibit originally filed with the 20-F. Amendment No. 1 speaks as of the filing date of our annual report on Form 20-F for the fiscal year ended December 31, 2006, filed on April 11, 2007. Other than for the purpose of amending Item 19 to refile Exhibit 4.11 therewith, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any other item of the 20-F filed on April 11, 2007.
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Item 19: Exhibits
| Exhibit Index |
| 1.1* | Memorandum and articles of association (incorporated by reference of Exhibit - to the Registrant’s Registration Statement on Form F1, File No. 333-11764). |
| 1.2* | Statuts (By-Laws) of the Registrant, updated as of February 7, 2006 (English Translation). |
| 2.1* | Form of Deposit Agreement among the Registrant, The Bank of New York, as Depositary, and the Holders of American Depositary Shares issued hereunder (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form F1, File No. 333-10372). |
| 2.2* | Form of American Depositary Receipt (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form F1, File No. 333-10372). |
| 4.1** | GSM Essential Properties Cross License Agreement, dated January 6, 1999, between the Registrant and Motorola, Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form F1, File No. 333-10372). |
| 4.2** | Contract for Manufacturing and Related Services, dated June 17, 1999 between Wavecom S.A. and Solectron-France S.A. (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 20F, filed with the Commission on May 24, 2000). |
| 4.3** | GSM/DCS 1800/1900 Patent License Agreement between Wavecom S.A. and Koninklijke Philips Electronics N.V., dated October 9, 2001 (incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 20F, filed with the Commission on June 28, 2002). |
| 4.4** | Agreement relating to a cross-license of essential GSM patents between Wavecom S.A. and Siemens Aktiengesellschaft, effective as of October 31, 2001 (incorporated by reference to Exhibit 4.7 to the Registrant’s Annual Report on Form 20F, filed with the Commission on June 28, 2002). |
| 4.5** | GSM patent non assertion agreement with NEC Corporation, effective November 19, 2002 (incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 20F, filed with the Commission on May 21, 2003). |
| 4.6** | Patent License Agreement with Thomson Licensing S.A. and Alcatel S.A., effective January 1, 2003 (incorporated by reference to Exhibit 4.9 to the Registrant’s Annual Report on Form 20F, filed with the Commission on May 21, 2003). |
| 4.7** | Agreement relating to a cross-license of essential GSM patents between Wavecom S.A. and Nokia Corporation, effective as of December 31, 2003. (incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 20-F, filed with the Commission on April 16, 2003). |
| 4.8** | GSM patent non-assertion agreement with Mitsubishi Electronics Corporation, effective June 30, 2004. |
| 4.9** | Global patent cross-license agreement for GSM, GPRS and EDGE with Telefonaktiebolaget LM Ericsson effective July 1, 2004. |
| 4.10*** | Preliminary Agreement with Solectron Corporation effective August 16, 2005. |
| 4.11+ | Asset Purchase Agreement dated as of March 17, 2006 between Sony Ericsson Mobile Communications A.B. and Wavecom S.A. |
| 8* | List of subsidiaries of the Registrant |
| 10* | Consent of Ernst & Young Audit. |
| 12.1* | Certification of the Chief Executive Officer. |
| 12.2* | Certification of Chief Financial Officer. |
| 13.1* | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350. |
| 13.2* | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350. |
| * | Previously filed. |
| ** | Previously Filed. The Registrant has received confidential treatment of portions of this agreement. |
| *** | Previously Filed. The Registrant had requested confidential treatment of portions of this agreement, which request was granted on October 2, 2007. |
| + | The Registrant has requested confidential treatment of portions of this agreement, which portions have been filed separately with the Commission. |
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SIGNATURE
Wavecom S.A. hereby confirms that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 on its behalf.
| WAVECOM S.A. | ||
| WAVECOM S.A. | ||
| Date: September 9, 2008 WAVECOM S.A. | By: /s/ CHANTAL BOURGEAT Chantal Bourgeat Chief Financial Officer |
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