As filed with the Securities and Exchange Commission on March 26, 2010
Registration No. 333-13376
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST EFFECTIVE AMENDMENT NO. 2 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
AXA
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
THE REPUBLIC OF FRANCE
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 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 Mellon
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
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(c) may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by a previous Registration Statement on Form F-6 of the registrant (Regis No. 33-12906).
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 2 to the Registration Statement which is incorporated herein by reference.
1000342_1.DOC
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 identity of
Face of Receipt, top center
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, the deposited
Articles number 16, 17 and 21
securities
(iii) The collection and distribution of dividends
Articles number 5, 13, 14, 16 and 21
(iv) The transmission of notices, reports and proxy
Articles number 16, 17, 19 and 21
soliciting material
(v) The sale or exercise of rights
Articles number 14, 15, 16, and 21
(vi) The deposit or sale of securities resulting from
Articles number 13, 14, 16, 18
dividends, splits or plans of reorganization
and 21
(vii) Amendment, extension or termination of the
Articles number 23 and 24
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 19
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit of
Articles number 2, 3, 4, 5, 6, 10
withdraw the underlying securities
and 26
(x) Limitation upon the liability of the depositary
Articles number 15, 21, 22 and 24
3. Fees and Charges
Articles number 9 and 10
Item – 2.
Available Information
Public reports furnished by issuer
Article number 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of June 24, 1996, as amended and restated as of December 8, 2000, April 27, 2001, June 12, 2001, and as further amended and restated as of ________________, 2010 among AXA, The Bank of New York Mellon (f/k/a/ “The Bank of New York”) as Depositary, and all Owners and holdersfrom time to time of American Depositary Receipts issued thereunder(including the form of American Depositary Receipt to be issued thereunder). - Filed herewith as Exhibit 1.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – Not Applicable.
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 Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
e.
Certification under Rule 466. – Not Applicable.
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. 2 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, March 26, 2010.
Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares, par value Euro 2.29 each, of AXA.
By:
The Bank of New York Mellon,
As Depositary
By: Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, AXA has caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Paris,France on March 26, 2010.
AXA
By: Denis Duverne
Name:
Denis Duverne
Title:
Head of Group Strategy, Finance and
Operations and Member of the
Management Board
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on March 26, 2010.
Francois Pierson
Christopher M. Condron
Francois Pierson
Christopher M. Condron
Member of the Management Board
Member of the Management Board
(Authorized Representative in the
United States)
Alfred Bouckaert
Laurent Clamagirand
Alfred Bouckaert
Name: Laurent Clamagirand
Member of the Management Board
Principal Accounting Officer
Denis Duverne
Denis Duverne
Member of the Management Board
(Principal Financial Officer)
Henri de Castries
Henri de Castries
Chairman of the Management Board
(Principal Executive Officer)
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Amended and Restated Deposit Agreement dated as of June 24, 1996,
as amended and restated as of December 8, 2000, April 27, 2001, June 12, 2001,
and as further amended and restated as of ________________, 2010 among AXA,
The Bank of New York Mellon (f/k/a/ “The Bank of New York”) as Depositary, and
all Owners and holdersfrom time to time of American Depositary Receipts
issued thereunder (including the form of American Depositary Receipt to be
issued thereunder).
