333-10846
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
EPCOS AG
(Exact name of issuer of deposited securities as specified in its charter)
(Translation of issuer's name into English)
Federal Republic of Germany
(Jurisdiction of Incorporation or organization of Issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, New York 10004
Tel. No.: (212) 623-0636
(Address, including zip code, and telephone number of depositary's principal offices)
Achim Buecklers
Epcos Inc.
186 Wood Avenue South
Iselin, New Jersey 08830
(732) 906-4321
(Address, including zip code, and telephone number of agent for service)
With copies to: Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue
New York, New York 10022
(212) 319-7600
It is proposed that this filing become effective under Rule 466
| : | immediately upon filing | 9 | on [date] at [time] |
| If a separate registration statement has been filed to register the deposited shares, check the following box. | 9 |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | | Amount to be Registered | | Proposed Maximum Offering Price Per Unit (1) | | Proposed Maximum Aggregate Offering Price (2) | | Amount of Registration Fee |
| | | | | | | | |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of EPCOS AG | | N/A | | N/A | | N/A | | N/A |
| | | | | | | | |
(1)Each unit represents one American Depositary Share.
(2)Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of such Receipts evidencing such American Depositary Shares.
This Post-Effective Amendment to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
The Prospectus consists of the form of American Depositary Receipt ("ADR") included as Exhibit A to the form of Amendment to Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective Amendment to Registration Statement on Form F-6, 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 ADR Filed Herewith as Prospectus |
| | | | |
1. | Name of depositary and | | Face, introductory paragraph |
| | address of its principal | | and final sentence on face. |
| | executive office | | |
| | | | |
| 2. | Title of ADR and identity | | Face, top center and |
| | of deposited securities | | introductory paragraph |
| | Terms of Deposit | | |
| | | | | |
| | (i) | The amount of deposited | | Face, upper right corner |
| | | securities represented by | | and introductory |
| | | one unit of ADRs | | paragraph |
| | | | | |
| | (ii) | The procedure for voting, | | Reverse, paragraph (13) |
| | | if any, the deposited | | |
| | | securities | | |
| | | | | |
| | (iii) | The collection and | | Face, paragraphs (4), (7) and |
| | | distribution of dividends | | (9); Reverse, paragraph (11) |
| | | | | |
| | (iv) | The transmission of | | Face, paragraphs (3) and (10); |
| | | notices, reports and | | Reverse, paragraph (13) |
| | | proxy soliciting material | | |
| | | | | |
| | (v) | The sale or exercise of | | Face, paragraphs (4) and (9); |
| | | rights | | Reverse, paragraph (11) |
| | | | | |
| | (vi) | The deposit or sale of | | Face, paragraphs (4) and (7); |
| | | securities resulting from | | Reverse, paragraphs (11) and |
| | | dividends, splits or plans | | |
| | | of reorganization | | |
| | | | | |
| | (vii) | Amendment, extension or | | Reverse, paragraphs (16) |
| | | termination of the deposit | | and (17) (no provision |
| | | agreement | | for extension) |
| Item Number and Caption | | Location in Form of ADR Filed Herewith as Prospectus |
| | (viii) | Rights of holders of ADRs | | Face, paragraph (2) |
| | | to inspect the transfer books | | |
| | | of the Depositary and the | | |
| | | lists of holders of ADRs | | |
| | (ix) | Restrictions upon the right | | Face, paragraphs (1), (2), |
| | | to deposit or withdraw the | | (4) and (7) |
| | | underlying securities | | |
| | (x) | Limitation upon the liability | | Reverse, paragraph (15) |
| | | of the Depositary and/or the | | |
| | | Company | | |
3. | | Description of all fees and | | Face, paragraph (9) |
| | | charges which may be imposed | | |
| | | directly or indirectly against | | |
| | | the holders of ADRs | | |
Item 2. AVAILABLE INFORMATION
| Item Number and Caption | | Location in Form of ADR Filed Herewith as Prospectus |
| 2(b) | Statement that upon effectiveness | | Face, paragraph (10) |
| | of the termination of the Company’s reporting | | |
| | requirements under the Exchange Act, the | | |
| | Company shall publish on its web site | | |
| | (www.epcos.com) on an ongoing basis, or | | |
| | otherwise furnishes the United States | | |
| | Securities and Exchange Commission (the | | |
| | "Commission") with, certain public reports | | |
| | and documents required by foreign law or | | |
| | otherwise under Rule 12g3-2(b) under the | | |
| | Exchange Act. To the extent furnished to the | | |
| | Commission, such reports and documents may | | |
| | be inspected and copied at the public reference | | |
| | facilities maintained by the Commission | | |
| | located at 100 F Street, NE, Washington, DC | | |
| | 20549. | | |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(2) | | Form of Amendment to Deposit Agreement |
| (e) | | Certification under Rule 466. - None. |
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.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all of the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 30, 2007.
| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
| |
| By: | JPMORGAN CHASE BANK, N.A., as Depositary |
| |
| |
| Name: | Melinda L. VanLuit |
| Title: | Vice President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended EPCOS AG has caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized in Munich, Germany on November 29, 2007.
| By: | /s/Helmut König . |
| Name: | Dr. Helmut König |
| Title: | Chief Financial Officer, Accounting Officer |
| Member of Management |
Each person whose signature appears below hereby constitutes and appoints Klaus Ziegler, Gerhard Pegam, Dr. Werner Faber, Dr. Helmut König, Peter Knoll and Ulrich Menzl,,or one or more of them his true and lawful attorney-in-fact for him and in his name, place and stead, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to cause the same, with exhibits thereto and other documents in connection therewith, to be filed with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorney-in-fact may do or cause to be done by virtue these presents.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities and on the dates indicated:
| Name | | Title | | Date |
| | | | | |
| /s/Gerhard Pegam | | President and Chief Executive Officer, | | November 29, 2007 |
| Gerhard Pegam | | Member of Management Board | | |
| | | | | |
| /s/Dr. Werner Faber | | Chief Technolgy Officer, | | November 29, 2007 |
| Dr. Werner Faber | | Member of Management Board | | |
| | | | | |
| /s/Helmut König | | Chief Financial Officer and | | November 29, 2007 |
| Helmut König | | Accounting Officer, Member of | | |
| | | Management Board | | |
| | | | | |
| /s/Achim Buecklers | | Authorized Representative in the United States | | November 29, 2007 |
| Achim Buecklers | | | | |
INDEX TO EXHIBITS
| Exhibit Number | | |
| | | |
| (a)(2) | | Form of Amendment to Deposit Agreement |
| | | |
| (e) | | Rule 466 Certification |
