UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER'S TERMINATION OF REGISTRATION OF
A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-50994
BioProgress PLC
(Exact name of registrant as specified in its charter)
15-17 Cambridge Science Park
Milton Road, Cambridge CB4 0FQ
UNITED KINGDOM
Telephone number: + 44 (0) 1223 394250
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
American Depositary Shares, evidenced by American Depositary Receipts,
each representing ten (10) Ordinary Shares
(Description of class of securities)
Please place an X in the appropriate box(es) to indicate the provision(s) relied
upon to terminate the duty to file reports under the Securities Exchange Act of
1934:
Rule 12h-6(a) |X| Rule 12h-6(d) |_|
(for equity securities) (for successor registrants)
Rule 12h-6(c) |_| Rule 12h-6(i) |_|
(for debt securities) (for prior Form 15 filers)
PART I
Item 1. Exchange Act Reporting History
A. BioProgress PLC ("BioProgress" or the "Company") first became subject to
reporting obligations under Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") on November 11, 1998.
B. BioProgress has filed or submitted all reports required under Section
13(a) or Section 15(d) of the Exchange Act and corresponding Commission rules
for the 12 months preceding the filing of this Form 15F. BioProgress has filed
at least one annual report under Section 13(a) of the Exchange Act.
Item 2. Recent U.S. Market Activity
The Company's securities were last sold in the United States in a registered
offering under the Securities Act of 1933 on or around December 20, 2002.
Item 3. Foreign Listing and Primary Trading Market
A. BioProgress maintains a listing of its Ordinary Shares on the AIM
segment of the London Stock Exchange, London, United Kingdom. AIM is the primary
trading market for the Company's securities.
B. The Company's Ordinary Shares were first listed on AIM on May 22, 2003,
and BioProgress has maintained this listing for at least the 12 months preceding
the filing of this Form.
C. During the 12-month period from June 16, 2006, through June 15, 2007, 98.02%
of the worldwide trading of the Company's Ordinary Shares occurred in the United
Kingdom.
Item 4. Comparative Trading Volume Data
A. The first and last days of the 12-month period used to meet the requirements
of Rule 12h-6 under the Exchange Act were June 16, 2006, and June 15, 2007,
respectively.
B. During the 12-month period from June 16, 2006, to June 15, 2007, the average
daily trading volume ("ADTV") of the Company's Ordinary Shares, including those
represented by American Depositary Shares (the "ADSs", which are represented by
American Depositary Receipts and referred to herein as the "ADRs"), in the United
States was 26,105, and on a worldwide basis was 1,321,738.
C. During the 12-month period from June 16, 2006, to June 15, 2007, the ADTV of
the Company's Ordinary Shares, including those represented by ADSs, in the
United States was 1.98% of the ADTV of the Company's Ordinary Shares, including
those represented by ADSs, on a worldwide basis.
D. On June 8, 2007, BioProgress filed a Form 25 to voluntarily withdraw the ADRs
from listing on the NASDAQ Stock Market LLC ("NASDAQ") and registration under
Section 12(b) of the Exchange Act as of June 18, 2007. The last day of trading
of the Company's ADRs on NASDAQ was June 15, 2007. During the 12-month period
from June 16, 2006, to June 15, 2007, the ADTV of the Company's Ordinary Shares,
including those represented by ADSs, in the United States was 1.98% of the ADTV
of the Company's Ordinary Shares, including those represented by ADSs, on a
worldwide basis.
E. BioProgress has not terminated a sponsored ADR facility regarding its
Ordinary Shares.
F. The source of the trading volume information used for determining that
BioProgress meets the requirements of Rule 12h-6
under the Exchange Act was Bloomberg L.P.
Item 5. Alternative Record Holder Information
Not applicable.
Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
A. On May 29, 2007, BioProgress published the notice, required by Rule 12h-6(h)
under the Exchange Act, disclosing its intention to terminate its duty to file
reports under Section 13(a) of the Exchange Act.
B. BioProgress published the notice referred to in Item 7.A by means of a press
release made on May 29, 2007, through the London Stock Exchange's Regulatory
News Service and posted on the Company's Web site. BioProgress also furnished
the press release to the Commission under cover of Form 6-K on that date.
Item 8. Prior Form 15 Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
BioProgress will publish the information required under Rule 12g3-2(b)(1)(iii)
under the Exchange Act on its Web site (http://www.bioprogress.com).
PART III
Item 10. Exhibits
None.
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any
time before the effectiveness of its termination of reporting under Rule 12h-6,
it has actual knowledge of information that causes it reasonably to believe
that, at the time of filing the Form 15F:
(1) The average daily trading volume of its subject class of securities in the
United States exceeded 5 percent of the average daily trading volume of that
class of securities on a worldwide basis for the same recent 12-month period
that the issuer used for purposes of Rule 12h-6(a)(4)(i);
(2) Its subject class of securities was held of record by 300 or more United
States residents or 300 or more persons worldwide, if proceeding under Rule
12h-6(a)(4)(ii) or Rule 12h-6(c); or
(3) It otherwise did not qualify for termination of its Exchange Act reporting
obligations under Rule 12h- 6.
Pursuant to the requirements of the Securities Exchange Act of 1934, BioProgress
PLC has duly authorized the undersigned person to sign on its behalf this
certification on Form 15F. In so doing, BioProgress PLC certifies that, as
presented on this Form, it has complied with all of the conditions set forth in
Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange
Act, or its duty to file reports under Section 13(a) or Section 15(d) of the
Exchange Act, or both.
BIOPROGRESS PLC
/s/ Richard Trevillion
Richard Trevillion
Chief Executive Officer
Dated: June 18, 2007
