As filed with the Securities and Exchange Commission on November 15, 2005.
Registration No. 333-7106
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 Depositary Shares Evidenced by American Depositary Receipts of
WATERFORD WEDGWOOD plc | WATERFORD WEDGWOOD U.K. plc |
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Republic of Ireland | England and Wales |
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 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
ADR Division
One Wall Street, 29th 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:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[x] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
EMM-809677_1
EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
- # -
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary Receipts and
Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i)
The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii)
The procedure for voting, if any,
Reverse of Receipt, Articles 2, 3 and 7
the deposited securities
(iii)
The collection and distribution of
Face of Receipt, Article 4
Reverse of Receipt, Articles 1, 2, 6
and 7
(iv)
The transmission of notices, reports
Reverse of Receipt, Articles 2, 3, 5
and proxy soliciting material
and 7
(v)
The sale or exercise of rights
Reverse of Receipt, Articles 2 and 7
(vi)
The deposit or sale of securities
Reverse of Receipt, Articles 1, 2, 4
resulting from dividends, splits
and 7
or plans of reorganization
(vii)
Amendment, extension or termination
Reverse of Receipt, Articles 9 and 10
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Face of Receipt, Article 10
the transfer books of the depositary and
Reverse of Receipt, Article 5
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Face of Receipt, Articles 2, 3, 4, 5 and
or withdraw the underlying securities
7; Reverse of Receipt, Article 11
(x)
Limitation upon the liability
Reverse of Receipt, Articles 7 and 10
of the depositary
3.
Fees and Charges
Face of Receipt, Articles 6 and 7
Item - 2.
Available Information
Public reports furnished by issuer
Face of Receipt, Article 10
Reverse of Receipt, Article 5
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a(1).
Deposit Agreement dated as of December 15, 1986, as amended and restated as of June 20, 1997 among Waterford Wedgwood plc, Waterford Wedgwood U.K. plc, The Bank of New York as Depositary, and all holders from time to time of American Depositary Receipts issued thereunder. - Filed previously.
a(1).
Deposit Agreement dated as of December 15, 1986 among Waterford Wedgwood plc (formerly named Waterford Glass Group plc), Morgan Guaranty Trust Company and all holders from time to time of American Depositary Receipts issued thereunder. - Filed previously.
b.
Letter agreement dated June 3, 1997 among Waterford Wedgwood plc, Waterford Wedgwood U.K. plc, The Bank of New York and Morgan Guaranty Trust Company. – Filed previously.
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. - See (a) above.
d.
Opinion of counsel for the Depositary as to legality of the securities to be registered. – Filed previously.
e.
Certification under Rule 466 - Filed herewith as Exhibit 5.
Item - 4.
Undertakings
Previously filed.
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 Post-Effective Amendment No. 1 to the 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 November 15, 2005.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Waterford Share Units of Waterford Wedgwood plc and Waterford Wedgwood U.K. plc
By:
The Bank of New York,
As Depositary
By: /s/ Hernan F. Rodriguez
Hernan F. Rodriguez
Vice President
Pursuant to the requirements of the Securities Act of 1933, Waterford Wedgwood plc has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Dublin, Ireland on November 15, 2005.
WATERFORD WEDGWOOD PLC
By: /s/ Patrick J. Dowling
Name: Patrick J. Dowling
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on November 15, 2005.
/s/ Peter B. Cameron
Director and Chief Executive Officer
Peter B. Cameron
/s/ Patrick J. Dowling
Chief Financial Officer
Patrick J. Dowling
(principal financial and accounting officer)
___________________________________
Director
Sir Anthony O’Reilly
/s/ Peter John Goulandris
Director
Peter John Goulandris
/s/ Gerald P. Dempsey
Director
Gerald P. Dempsey
/s/ John Foley
Director and Authorized Representative
John Foley
in the United States
/s/ Ottmar C. Küsel
Director
Ottmar C. Küsel
___________________________________
Director
Kevin C. McGoran
/s/ Patrick J.A. Molloy
Director
Patrick J.A. Molloy
/s/ P. Redmond O’Donoghue
Director
P. Redmond O’Donoghue
___________________________________
Director
Lady O’Reilly
/s/ David W. Sculley
Director
David W. Sculley
___________________________________
Director
Dr. F. Alan Wedgwood
___________________________________
Director
Lord Wedgwood of Barlaston
Pursuant to the requirements of the Securities Act of 1933, Waterford Wedgwood U.K. plc has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Dublin, Ireland on November 15, 2005.
WATERFORD WEDGWOOD U.K. PLC
By: /s/ Patrick J. Dowling
Name: Patrick J. Dowling
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on November 15, 2005.
/s/ Patrick J. Dowling
Secretary (principal executive, financial and
Patrick J. Dowling
accounting officer)
/s/ Peter John Goulandris
Director
Peter John Goulandris
/s/ Andrew Elsby-Smith
Director
Andrew Elsby-Smith
___________________________________
Director
Lady O’Reilly
___________________________________
Director
Dr. F. Alan Wedgwood
/s/ Lord Wedgwood of Barlaston
Director
Lord Wedgwood of Barlaston
/s/ John Foley
Authorized Representative in the United States
John Foley
INDEX TO EXHIBITS
Exhibit
Letter
Exhibit
5
Certification under Rule 466.
