As filed with the United States Securities and Exchange Commission on January 5, 2016
Registration No. 333-188749
UNITED STATES
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
EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
BAVARIAN NORDIC A/S(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Denmark
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Bavarian Nordic Inc.
595 Penobscot Drive
Redwood City, California 94063
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
It is proposed that this filing become effective under Rule 466
x immediately upon filing | o on (Date) at (Time) |
If a separate registration statement has been filed to register the deposited shares, check the following box. o
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Unit* | Proposed Maximum Aggregate Offering Price** | Amount of Registration Fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of Bavarian Nordic A/S*** | | | | |
| * | Each unit represents one American Depositary Share. |
| ** | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares. |
| *** | As of January 19, 2016, each American Depositary Share will represent one-third of one ordinary share. |
This Post-Effective Amendment No. 1 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
PROSPECTUS
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 (a) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and incorporated herein by reference.
| 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 of depositary and address of its principal executive office | | Face of Receipt, Introductory article and bottom center |
| | | | | |
| 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 | | Face of Receipt, Upper right corner |
| | | | | |
| | (ii) | The procedure for voting, if any, the deposited securities | | Paragraph (15) |
| | | | | |
| | (iii) | The collection and distribution of dividends | | Paragraph (13) |
| | | | | |
| | (iv) | The transmission of notices, reports and proxy soliciting material | | Paragraphs (12), (14) and (15) |
| | | | | |
| | (v) | The sale or exercise of rights | | Paragraphs (2), (6), (13), (16) and (21) |
| | | | | |
| | (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Paragraphs (13) and (16) |
| | | | | |
| | (vii) | Amendment, extension or termination of the deposit arrangements | | Paragraphs (20) and (21) (no provision for extensions) |
| | | | | |
| | (viii) | Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | | Paragraph (12) |
| | | | | |
| | (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | | Paragraphs (2), (3) and (4) |
| | | | | |
| | (x) | Limitation upon the liability of the depositary | | Paragraphs (6), (10), (15), (16), (17), (18) and (21) |
| | | | | |
| 3. | Fees and charges which may be imposed directly or indirectly upon holders of Receipts | | Paragraph (9) |
| Item 2. | AVAILABLE INFORMATION | | Paragraph (12) |
| | | |
As set forth in Paragraph (12) of the Form of Receipt constituting the prospectus included herein, Bavarian Nordic A/S (also referred to as the "Company") publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of 1934") on its Internet Web site (http://www.bavarian-nordic.com/) or through an electronic information delivery system generally available to the public in its primary trading market. As of the date of the effectiveness of the Company’s Registration Statement on Form 8-A, the Company will be subject to the periodic reporting requirements of the Exchange Act and accordingly file certain information with the U.S. Securities and Exchange Commission (the "Commission"), which reports and documents may be inspected and copied through the Commission’s EDGAR system or at public reference facilities maintained by the Commission located at the date of this Deposit Agreement at 100 F Street, N.E., Washington, D.C. 20549.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| (a) | Form of Deposit Agreement. – Form of Amended and Restated Deposit Agreement , dated as of , 2016 , by and among Bavarian Nordic A/S, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – Filed herewith as Exhibit (a). |
| (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. – Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable. |
| (d) | Opinion of counsel to the Depositary as to the legality of the securities being registered. – Previously filed. |
| (e) | Certification under Rule 466. – Filed herewith as Exhibit (e). |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto. |
| (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 American Depositary Receipts, 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 American Depositary Receipt 30 days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Bavarian Nordic A/S, Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts 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 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 January 5, 2016.
| | Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing a specified number of ordinary shares of Bavarian Nordic A/S Deutsche Bank Trust Company Americas, solely in its capacity as Depositary | |
| | | | |
| | By: | /s/ Michael Fitzpatrick | |
| | | Name: Michael Fitzpatrick Title: Vice President | |
| | | | |
| | By: | /s/ Michael Curran | |
| | | Name: Michael Curran | |
| | | Title: Vice President | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Bavarian Nordic A/S 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 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Kvistgaard, Denmark on January 5, 2016.
| | Bavarian Nordic A/S | |
| | | | |
| | By: | /s/ Paul Chaplin | |
| | | Name: Paul Chaplin | |
| | | Title: President and Chief Executive Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gerard van Odijk, Paul Chaplin and Ole Larsen, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents , each with full power of substitution , for him or her in any and all capacities, to sign any and all amendments to this Registration Statement , including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought , and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC , granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith , as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on January 5, 2016 .
| Signatures | | Capacity |
| | | |
/s/ Gerard van Odijk | | Chairman of the Board of Directors |
| Gerard van Odijk | | |
| | | |
/s/ Paul Chaplin | | President and Chief Executive Officer |
| Paul Chaplin | | |
| | | |
/s/ Ole Larsen | | Executive Vice President, Chief Financial Officer |
| Ole Larsen | | |
/s/ Claus Bræstrup | | Director |
| Claus Bræstrup | | |
| | | |
/s/ Erik G. Hansen | | |
| Erik G. Hansen | | |
| | | |
/s/ Peter Kürstein | | |
| Peter Kürstein | | |
| | | |
/s/ Anders Gersel Pedersen | | Deputy Chairman of the Board of Directors |
| Anders Gersel Pedersen | | |
| | | |
| /s/ Seth Lewis | | Vice President, Investor Relations US serving as |
| Seth Lewis | | Authorized Representative in the United States |
INDEX TO EXHIBITS
| Exhibit Number |
(a) Form of Amended and Restated Deposit Agreement (e) Certification under Rule 466 |
