As filed with the Securities and Exchange Commission on March 17, 2008
Registration No. 333-13616
_____________________
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
of
SOPHEON 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, New York 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. [ ]
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this 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 Paragraph
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
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, the deposited
Paragraph numbers 15 and 16
securities
(iii) The collection and distribution of dividends
Paragraph numbers 12, 14 and 15
(iv) The transmission of notices, reports and proxy
Paragraph numbers 11, 15 and 16
soliciting material
(v) The sale or exercise of rights
Paragraph numbers 13
(vi) The deposit or sale of securities resulting from
Paragraph numbers 12 and 17
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Paragraph numbers 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Paragraph number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit of
Paragraph numbers 2, 3, 4, 6 and 8
withdraw the underlying securities
(x) Limitation upon the liability of the depositary
Paragraph numbers 13 and 18
3. Fees and Charges
Paragraph number 7
Item – 2.
Available Information
Public reports published by issuer
Paragraph number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of June 19, 2001, among Sopheon 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.
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 Clifford Chance Rogers & Wells LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
e.
Certification under Rule 466. - Filed herewith as Exhibit 5.
Item - 4.
Undertakings
Previously Filed.
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, March 17, 2008.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares, Par Value £0.05 each, of Sopheon PLC.
By:
The Bank of New York,
As Depositary
By: /s/ David S. Stueber
Name: David S. Stueber
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Sopheon 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 Guildford, Surrey, United Kingdomon March 17, 2008.
SOPHEON PLC
By: /s/ Andrew L. Michuda
Andrew L. Michuda
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 and on March 17, 2008.
/s/ Barry K. Mence
/s/ Andrew L. Michuda
Barry K. Mence
Andrew L. Michuda
Chairman and Director
Chief Executive Officer
(Principal Executive Officer)
/s/ Stuart A. Silcock
/s/ Arif Karimjee
Stuart A. Silcock
Arif Karimjee
Director
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Bernard P.F. Al
/s/ Andrew L. Michuda
Bernard P.F. Al
Andrew L. Michuda
Director
Authorized U.S. Representative
/s/ Daniel Metzger
Daniel Metzger
Director
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of June 19, 2001, among
Sopheon PLC, The Bank of New York as Depositary,
and all Owners and Holders from time to time of American Depositary
Receipts issued thereunder.
5
Certification under Rule 466.
