As filed with the Securities and Exchange Commission on August 8, 2008
Registration No. 333-97133
_____________________
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
NIS GROUP KABUSHIKI KAISHA
(Exact name of issuer of deposited securities as specified in its charter)
NIS GROUP CO., LTD.
(formerly known as NISSIN CO., LTD.)
(Translation of issuer's name into English)
JAPAN
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(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 Mellon
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 Amended and Restated 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 Article
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
Articles number 15, 16 and 18
securities
(iii) The collection and distribution of dividends
Articles number 4, 12, 13, 15 and 18
(iv) The transmission of notices, reports and proxy
Articles number 11, 15, 16, and 18
soliciting material
(v) The sale or exercise of rights
Articles number 13, 14, 15, and 18
(vi) The deposit or sale of securities resulting from
Articles number 12, 13, 15, 17
dividends, splits or plans of reorganization
and 18
(vii) Amendment, extension or termination of the
Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit of
Articles number 2, 3, 4, 5, 6, 8 and
withdraw the underlying securities
22
(x) Limitation upon the liability of the depositary
Articles number 14, 18, 19 and 21
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 Deposit Agreement dated as of August 1, 2002, as amended and restated as of ____________, 2008, among NIS Group Co., Ltd., The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of Letter Agreement among NIS Group Co., Ltd. and The Bank of New York Mellon relating to pre-release activities. – Previously Filed.
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.
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, August 8, 2008.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Common Shares of NIS Group Co., Ltd.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, NIS Group Co., Ltd. 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 Tokyo,Japan on August 8, 2008.
NIS GROUP CO., LTD.
By: /s/ Hidetoshi Sawamura
Name: Hidetoshi Sawamura
Title: 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 August 8, 2008.
/s/ Kunihiko Sakioka
Name:
Kunihiko Sakioka
President and Representative Director (Principal Executive Officer)
/s/ Masayuki Yasuoka
Name:
Masayuki Yasuoka
Chairman of the Board - Director
/s/ Toshioki Otani
Name:
Toshioki Otani
Senior Executive Director
/s/ Akihiro Nojiri
Name:
Akihiro Nojiri
Senior Executive Director (Principal Accounting Officer and
Principal Financial Officer)
/s/ Yunwei Chen
Name:
Yunwei Chen
Senior Executive Director
/s/ Katsutoshi Shimizu
Name:
Katsutoshi Shimizu
Executive Director
________________________________
Name: Steven Schneider
Director
________________________________
Name: Jun Tsusaka
Director
________________________________
Name: Akio Ishida
Director
________________________________
Name: Nobuhiko Ito
Director
________________________________
Name: Carlos Aquino
Director
/s/ Donald J. Puglisi
Name:
Donald J. Puglisi
Authorized U.S. Representative
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of August 1, 2002,
as amended and restated as of ________________, 2008,
among NIS Group Co., Ltd., The Bank of New York Mellon
as Depositary, and all Owners and Beneficial Owners from
time to time of American Depositary Receipts issued thereunder.
2
Previously filed.
4
Previously filed.
5
Certification under Rule 466.
