As filed with the Securities and Exchange Commission on December 15, 2009 | | Registration No. 333 - 134949 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
eBay Gmarket Co., Ltd.
(Exact name of issuer of deposited securities as specified in its charter)
[N/A]
(Translation of issuer’s name into English)
Republic of Korea
(Jurisdiction of incorporation or organization of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
212 894-8940
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Francis R. Wheeler, Esq. Cooley Godward Kronish LLP 380 Interlocken Crescent, Suite 900 Broomfield, Colorado 80021 | | Herman H. Raspe, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036 |
| It is proposed that this filing become effective under Rule 466: | | |
| | | |
If a separate registration statement has been filed to register the deposited shares, check the following box : o
This Post Effective Amendment No. 2 to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
| Item Number and Caption | | Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus |
| | | | |
| 1. | Name of Depositary and address of its principal executive office | | Face of Receipt - Introductory Article. |
| | | | | |
| 2. | Title of Receipts and identity of deposited securities | | Face of Receipt - Top Center. |
| | | |
| Terms of Deposit: | | |
| | | | | |
| | (i) | The amount of deposited securities represented by one American Depositary Share ("ADSs") | | Face of Receipt - Upper right corner. |
| | | | | |
| | (ii) | The procedure for voting, if any, the deposited securities | | Reverse of Receipt - Paragraphs (16) and (17). |
| | | | | |
| | (iii) | The collection and distribution of dividends | | Reverse of Receipt - Paragraph (14). |
| | | | | |
| | (iv) | The transmission of notices, reports and proxy soliciting material | | Face of Receipt - Paragraph (13); Reverse of Receipt - Paragraph (16). |
| | | | | |
| | (v) | The sale or exercise of rights | | Reverse of Receipt – Paragraphs (14) and (16). |
| | | | | |
| | (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (14) and (18). |
| | | | | |
| | (vii) | Amendment, extension or termination of the deposit agreement | | Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions). |
| | | | | |
| | (viii) | Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs | | Face of Receipt - Paragraph (13). |
| | | | | |
| | (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | | Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10). |
| | Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus |
| | | | | |
| | (x) | Limitation upon the liability of the Depositary | | Face of Receipt - Paragraph (7); Reverse of Receipt - Paragraphs (19) and (20). |
| | | | | |
| | (xi) | Fees and charges which may be imposed directly or indirectly on holders of ADSs | | Face of Receipt - Paragraph (10). |
| | | | | |
| | | | |
| Item 2. AVAILABLE INFORMATION | | Face of Receipt - Paragraph (13). |
The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s website (www.sec.gov), and can be inspected by holders of ADSs and copied at public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington D.C. 20549, and at the principal executive office of the depositary.
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(i) to this Post Effective Amendment No. 2 to Registration Statement on Form F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendment No. 1 to Deposit Agreement, by and among eBay Gmarket Co., Ltd., (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). – Filed herewith as Exhibit (a)(i).
(a)(ii) Deposit Agreement, dated as of July 5, 2006, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. – Previously filed.
(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – None.
(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. – None.
(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. – Previously filed.
(e) Certificate under Rule 466. – Filed herewith as Exhibit (e)
(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. – None.
Item 4. UNDERTAKINGS
| | (a) | The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of 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 amount of fees charged is 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 (30) days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, dated as of July 5, 2006 as proposed to be amended, by and among eBay Gmarket Co., Ltd., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, 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. 2 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 15th day of December, 2009.
| | Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing one (1) common share, par value 100 Won per share, of eBay Gmarket Co., Ltd.. | |
| | | |
| | | |
| | CITIBANK, N.A., solely in its capacity as Depositary | |
| | | | |
| | | | |
| | By: | /s/ Susan A. Lucanto | |
| | | Name: | Susan A. Lucanto | |
| | | Title: | Vice President | |
| | | | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, eBay Gmarket Co., Ltd. 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. 2 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Seoul, Korea, on December 15, 2009.
| | EBAY GMARKET CO., LTD. | |
| | | |
| | | | |
| | By: | /s/ Young Bae Ku | |
| | | Name: | Young Bae Ku | |
| | | Title: | Chief Executive Officer | |
| | | | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post Effective Amendment No. 2 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities and on the date indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Young Bae Ku | | Chief Executive Officer | | December 15, 2009 |
Young Bae Ku | | (Principal Executive Officer)and Member of the Board of Directors
(Representative Director) | | |
| | | | | |
| /s/ In Young Lee | | Chief Financial Officer | | |
In Young Lee | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| /s/ Jae Hyun Lee | | Chairman of the Board of Directors | | |
| Jae Hyun Lee | | | | |
| | | | | |
| /s/ Joo Man Park | | Member of the Board of Directors | | |
Joo Man Park | | (Representative Director) | | |
| | | | | |
| /s/ Nicholas Staheyeff | | Member of the Board of Directors | | |
| Nicholas Staheyeff | | | | |
| | | | | |
| /s/ John David Muller | | Member of the Board of Directors | | |
| John David Muller | | | | |
| | | | | |
| /s/ Brian H. Levey | | Authorized Representative in the U.S. | | |
| Brian H. Levey | | | | |
Index to Exhibits
| Exhibit | Document | Sequentially Numbered Page |
| | | |
| (a)(i) | Form of Amendment No. 1 to Deposit Agreement | |
| | | |
| (e) | Rule 466 Certification | |
