As filed with the Securities and Exchange Commission
on January 22, 2008
Registration No. 333 -122436
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Air France-KLM
(Exact name of Registrant as specified in its charter)
Air France-KLM
(Translation of Registrant’s name into English)
| France | 4512 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary standard industrial classification code number) | (I.R.S. Employer Identification No.) |
45, rue de Paris
95747 Roissy CDG Cedex
France
+33 1 41 56 78 00
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Air France
125 West 55th Street
New York, NY 10019
(212) 830-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Jean-Marc Bardy | Thomas N. O’Neill III | |
| Air France-KLM | Linklaters | |
| 45, rue de Paris | 25, rue de Marignan | |
| 95747 Roissy CDG Cedex | 75008 Paris | |
| France | France | |
| +33 1 41 56 78 00 | +33 1 56 43 56 43 |
Approximate date of commencement of proposed sale of the securities to the public: This post-effective amendment removes from registration the previously registered securities that remained unsold at the termination of the warrant exercise period described herein.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
This post-effective amendment shall become effective in accordance with Sections 8(c) of the Securities Act of 1933 on such date as the Commission, acting pursuant to said Section 8(c), may determine.
DEREGISTRATION OF SECURITIES
The Registrant filed the Registration Statement on Form S-8 (Registration No. 333-122436) to register securities in connection with the Air France International Employee Offering (U.S. Employees) – Aeromixt 2 Plan (the “Plan”).
The Registration Statement registered 500,000 ordinary shares, nominal value €8.50 per share. Of these, 35,080 ordinary shares were sold pursuant to the Plan.
In accordance with the undertaking made by the Registrant in the Registration Statement, this Post-Effective Amendment is being filed to remove from registration the previously registered ordinary shares covered by the Registration Statement that remained unsold. The Registrant hereby requests that the 464,920 unsold ordinary shares be removed from registration by means of this Post-Effective Amendment.
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Air France-KLM has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France, on January 22, 2008.
| AIR FRANCE – KLM |
/s/ Jean-Cyril Spinetta |
| Name: Jean-Cyril Spinetta |
| Title: Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 22, 2008.
Name | Title | |||
/s/ Jean-Cyril Spinetta | Chairman and Chief Executive Officer | |||
| Jean-Cyril Spinetta | ||||
/s/ Philippe Calavia | Chief Financial Officer | |||
| Philippe Calavia | ||||
/s/ Michel Cascarino | Vice-President, Accounting | |||
| Michel Cascarino | (Principal Accounting Officer) | |||
/s/ Patricia Barbizet | Member of the board of directors | |||
| Patricia Barbizet | ||||
/s/ Jean-François Dehecq | Member of the board of directors | |||
| Jean-François Dehecq | ||||
/s/ Pierre-Henri Gourgeon | Member of the board of directors | |||
| Pierre-Henri Gourgeon | ||||
/s/ Claude Gressier | Member of the board of directors | |||
| Claude Gressier | ||||
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Name | Title | |||
/s/ Didier Le Chaton | Member of the board of directors | |||
| Didier Le Chaton | ||||
/s/ Christian Magne | Member of the board of directors | |||
| Christian Magne | ||||
/s/ Cornelis J.A. van Lede | Member of the board of directors | |||
| Cornelis J.A. van Lede | ||||
/s/ Leo van Wijk | Member of the board of directors | |||
| Leo van Wijk | ||||
/s/ Jean-Claude Cros | Authorized representative in the United States | |||
| Jean-Claude Cros | ||||
II-2
