As filed with the Securities and Exchange Commission on October 10, 2017
Registration No. 333-201279
_____________________
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
of
ERYTECH Pharma S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
FRANCE
(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, 11th 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 | Marc Recht, Esq. Divakar Gupta, Esq. Brian Leaf, Esq. Cooley LLP 500 Boylston Street Boston, Massachusetts 02116 (617) 937-2300 |
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. [X]
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(c) may determine.
The prospectus consists of the proposed 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 Registration Statement on Form F-6 and 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 American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus |
1. Name and principal executive 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, 21 and 22 |
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
| a. | Form of Amended and Restated Deposit Agreement dated as of ____________, 2017, among ERYTECH Pharma S.A., 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. | Letter agreement among ERYTECH Pharma S.A. and The Bank of New York Mellon relating to pre-release activities. - Filed herewith as Exhibit 2. |
| 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. – Not Applicable. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously. |
| 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 October 10, 2017.
Legal entity created by the agreement for the issuance of American Depositary Shares for ordinary shares of ERYTECH Pharma S.A.
By: The Bank of New York Mellon,
As Depositary
By:/s/ Robert W. Goad
Name: Robert W. Goad
Title: Managing Director
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, ERYTECH Pharma S.A. 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 Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Lyon, France, on the 10th day of October, 2017.
ERYTECH PHARMA S.A.
| By: | | /s/ Gil Beyen |
| | | Gil Beyen Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Mr. Gil BEYEN and Mr. Eric SOYER, jointly and severally, his or her true and lawful attorneys-in-fact and agents with full and several power of substitution and resubstitution for and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement and any and all amendments, including post-effective amendments and supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together, shall constitute one instrument.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration
Statement on Form F-6 has been signed by the following persons in the following capacities on the 10th day of October, 2017.
| SIGNATURE | TITLE |
/s/ Gil Beyen Gil Beyen | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
/s/ Eric Soyer Eric Soyer | Chief Financial Officer and Chief Operating Officer(Principal Financial and Accounting Officer) |
/s/ Sven Andréasson Sven Andréasson | Director |
/s/ Philippe Archinard Philippe Archinard, Ph.D. | Director |
/s/ Allene Diaz Allene Diaz | Director |
/s/ Luc Dochez Luc Dochez, Pharm.D. | Director |
/s/ Martine Ortin George Martine Ortin George, M.D. | Director |
/s/ Hilde Windels Hilde Windels | Director |
| Puglisi & Associates | |
By:/s/ Donald J. Puglisi Name: Donald J. Puglisi Title: Managing Director | Authorized Representative in the United States |
INDEX TO EXHIBITS
| Exhibit | |
| Number | Exhibit |
| | |
| 1 | Form of Amended and Restated Deposit Agreement dated as of __________, 2017, among ERYTECH Pharma S.A., The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. |
| | |
| | |
| 2 | Letter agreement among ERYTECH Pharma S.A. and The Bank of New York Mellon relating to pre-release activities. |
| | |
