As filed with the Securities and Exchange Commission on November 28, 2011
Registration No. 333-139777
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1 TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHINA MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Cayman Islands | Not Applicable | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
No. 24 Yong Chang North Road
Beijing Economic-Technological Development Area
Beijing 100176
People’s Republic of China
(86) 10 6787-1166
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, NY 10011
(212) 894-8940
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Paul W. Boltz, Jr., Esq.
Ropes & Gray LLP
41st Floor, One Exchange Saquare
8 Connaught Place, Central
Hong Kong S.A.R.
Approximate Date of Commencement of Proposed Sale to the Public:This Post-Effective Amendment No. 1 to Form F-3 (Registration No. 333-139777) is being filed to deregister the securities registered under such Form F-3.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ¨
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(c) under the Securities Act, 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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price per Unit | Proposed Maximum Offering Price | Amount of Registration Fee | ||||
See below (1) | N/A | N/A | N/A | N/A | ||||
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| (1) | The registrant is not registering additional securities. |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form F-3 (this “Post-Effective Amendment”) relates to the Registration Statement on Form F-3 (Registration No. 333-139777) of China Medical Technologies, Inc., a Cayman Islands corporation (the “Company”), which was declared effective by the Securities and Exchange Commission on January 26, 2007 (the “Registration Statement”). The Registration Statement registered for resale by the selling securityholders named therein the Company’s $150,000,000 3.5% Convertible Senior Subordinated Notes Due 2011 (the “2011 Notes”) and the ordinary shares of the Company, par value $0.10 per share (the “Ordinary Shares”), underlying the American depositary shares (“ADSs”) issuable upon conversion of the 2011 Notes. The 2011 Notes have been repaid and redeemed in full prior to any conversion of the 2011 Notes into ADSs. As a result, the offering contemplated by the Registration Statement has terminated.
In accordance with the undertaking of the Company in the Registration Statement, the Company is filing this Post-Effective Amendment to remove from registration the 2011 Notes and the Ordinary Shares registered under the Registration Statement which remained unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, the People’s Republic of China on November 28, 2011.
| China Medical Technologies, Inc. | ||
| By: | /s/ Takyung Tsang | |
| Name: | Takyung Tsang | |
| Title: | Director and Chief Financial Officer | |
Note: No other person is required to sign this Post-Effective Amendment No.1 to Form F-3 in reliance upon Rule 478 under the Securities Act of 1933, as amended.
Signature of authorized representative in the United States
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of China Medical Technologies, Inc., has signed this registration statement or amendment thereto in Newark, Delaware, on November 28, 2011.
| Puglisi & Associates | ||
| By: | /s/ Donald J. Puglisi | |
| Name: | Donald J. Puglisi | |
| Title: | Managing Director | |
