As filed with the Securities and Exchange Commission on April 19, 2018
Registration No. 333-140664
_____________________
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 American Depositary Shares
of
Fresenius Medical Care AG & CO. KGaA
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Federal Republic of Germany
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
225 Liberty 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
225 Liberty Street, 21st 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:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
It is proposed that this filing become effective under Rule 466
[ ] 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 Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this 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
Item Number and Caption | | Location in Form of Receipt Filed Herewith as Prospectus |
1. Name and address of depositary | | Introductory Article |
2. Title of American Depositary Receipts and identity of deposited securities | | Face of Receipt, top center |
Terms of Deposit: | | |
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | | Articles number 15, 16 and 18 |
| (iii) The collection and distribution of dividends | | Articles number 4, 12, 13, 15 and 18 |
| (iv) The transmission of notices, reports and proxy soliciting material | | Articles number 11, 15, 16 and 18 |
| (v) The sale or exercise of rights | | Articles number 13, 14, 15 and 18 |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Articles number 12, 13, 15, 17 and 18 |
| (vii) Amendment, extension or termination of the deposit agreement | | Articles number 20 and 21 |
| (viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | | Article number 11 |
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | | Articles number 2, 3, 4, 5, 6, 8 and 22 |
| (x) Limitation upon the liability of the depositary | | Articles number 14, 18, 19 and 21 |
3. Fees and Charges | | Articles 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 Amended and Restated Deposit Agreement dated as of ____________, 2018, among Fresenius Medical Care AG & Co. KGaA, The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1. |
| b. | Form of Letter Agreement dated December 8, 2006, among Fresenius Medical Care AG & Co. KGaA, JPMorgan Chase Bank, N.A., and The Bank of New York. – 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. - Not Applicable. |
| | |
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 ADSs, 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 ADS thirty days before any change in the fee schedule. |
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 19, 2018.
Legal entity created by the agreement for the issuance of American Depositary Shares for ordinary bearer shares of Fresenius Medical Care AG & Co. KGaA
By: The Bank of New York Mellon,
As Depositary
By:/s/ Lance Miller
Name: Lance Miller
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Fresenius Medical Care AG & Co. KGaA has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Bad Homburg, Federal Republic of Germany on April 19, 2018.
Fresenius Medical Care AG & Co. KGaA, a partnership limited by shares, represented by
Fresenius Medical Care Management AG, its general partner
| By: | /s/ Rice Powell |
| Name: | Rice Powell |
| Title: | Chief Executive Officer and Chairman of the |
| | Management Board of the General Partner |
| | |
| | |
| | |
| By: | /s/ Michael Brosnan |
| Name: | Michael Brosnan |
| Title: | Member of the Management Board of the General |
| | Partner |
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 April 19, 2018.
/s/ Rice Powell | | /s/ Michael Brosnan |
| Rice Powell | | Michael Brosnan |
| Chief Executive Officer and Member of the | | Chief Financial Officer and Member of the |
| Management Board of the General Partner | | Management Board of the General Partner |
| | | and Authorized U.S. Representative |
| | | |
| | | |
| | | |
| | | |
| | /s/ Josef Dinger |
| William Valle | | Josef Dinger |
| Member of the Management Board of the General | | Principal Accounting Officer |
| Partner | | |
| | | |
| | | |
/s/ Olaf Schermeier | | |
| Olaf Schermeier | | |
| Member of the Management Board of the General | | |
| Partner | | |
| | | |
| | | |
/s/ Kent Wanzek | | |
| Kent Wanzek | | |
| Member of the Management Board of the General | | |
| Partner | | |
| | | |
| | | |
| | |
| Harry de Wit | | |
| Member of the Management Board of the General | | |
| Partner | | |
| | | |
INDEX TO EXHIBITS
Exhibit
NumberExhibit
| 1 | Form of Amended and Restated Deposit Agreement dated as of ____________, 2018, among Fresenius Medical Care AG & Co. KGaA, The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. |
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