As Filed with the Securities and Exchange Commission on November 26, 2004.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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REGEN THERAPEUTICS PLC
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
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
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, NY 10286
Telephone (212)-495-1784
(Address, including zip code, and telephone number, including area code,
of agent for service)
It is proposed that this filing become effective under Rule 466
|_| immediately upon filing
|_| on (Date) at (Time)
If a separate statement has been filed to register the deposited shares,
check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of each class of Amount Aggregate price aggregate registration
Securities to be registered to be registered per unit (1) offering price (1) fee
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American Depositary Shares evidenced by American 25,000,000 $.05 $1,250,000 $158.38
Depositary Receipts, each American Depositary Share American
evidencing two hundred (200) ordinary shares of ReGen Depositary
Therapeutics Plc. Shares
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(1) 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 American Depositary Receipts evidencing American Depositary
Shares.
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 become effective in accordance with Section 8(a) 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(a), may determine.
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The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit
(1) to this Registration Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Location in Form of
American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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(1) Name and address of Depositary Introductory Paragraph
(2) Title of American Depositary Receipts and Face of American Depositary Receipt, top center
identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary Receipt - upper right
represented by one unit of American corner
Depositary Shares
(ii) The procedure for voting, if any, the Paragraphs (15) and (16)
deposited securities
(iii) The collection and distribution of Paragraphs (12), (14) and (15)
dividends
(iv) The transmission of notices, reports Paragraphs (11), (15) and (16)
and proxy soliciting material
(v) The sale or exercise of rights Paragraph (13)
(vi) The deposit or sale of securities Paragraphs (12) and (17)
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or termination of Paragraphs (20) and (21)
the Deposit Agreement
(viii) Rights of holders of receipts to Paragraph (11)
inspect the transfer books of the
Depositary and the list of holders of
receipts
(ix) Restrictions upon the right to deposit Paragraphs (2), (3), (4), (5), (6) and (8)
or withdraw the underlying securities
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Location in Form of
American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Paragraphs (13) and (18)
Depositary
(3) Fees and Charges Paragraph (7)
Item 2. Available Information
Location in Form of
American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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2(a) Statement that ReGen Therapeutics Plc furnishes Paragraph (11)
the Commission with certain public reports and
documents required by foreign law or otherwise
under Rule 12g3-2(b) under the Securities
Exchange Act of 1934 and that such reports and
documents can be inspected by holders of
American Depositary Receipts and copied at
public reference facilities maintained by the
Commission in Washington, D.C.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(1) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as of [Date], among ReGen Therapeutics Plc (the "Issuer"), The
Bank of New York, as Depositary (the "Depositary"), and each Owner and holder
from time to time of American Depositary Receipts ("ADRs") issued thereunder.
(2) Form of Letter from the Depositary to the Issuer, relating to the
Pre-release of American Depositary Receipts.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.
Item 4. Undertakings
(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
ADRs, any reports and communications received from the Issuer 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) The Depositary hereby undertakes to notify each registered holder of
an ADR at least thirty days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of
New York, on behalf of the legal entity created by the Deposit Agreement, dated
as of [Date], among ReGen Therapeutics Plc, The Bank of New York, as Depositary,
and each Owner and holder of an American Depositary Receipt 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 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 26, 2004.
By: THE BANK OF NEW YORK,
as Depositary
By: \s\ Andrew Zelter
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Name: Andrew Zelter
Title: Managing Director
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Pursuant to the requirements of the Securities Act of 1933, REGEN
THERAPEUTICS PLC has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in England on November 26,
2004.
REGEN THERAPEUTICS PLC
By: \s\ Percy Lomax
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Name: Percy Lomax
Title: Executive Chairman
Each of the undersigned hereby constitutes and appoints Percy Lomax and
Norman Lott his true and lawful attorneys-in-fact, each with power of
substitution, in his name, place and stead, in any and all capacities, to sign
any or all amendments, including post-effective amendments, and supplements to
this Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-facts, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in the capacities indicated on November 26, 2004.
Name Title
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\s\ Percy Lomax Executive Chairman and Director
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Percy Lomax (Principal Executive Officer)
\s\ Norman Lott Finance Director
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Norman Lott (Principal Financial and
Accounting Officer)
\s\ Malcolm Beveridge Director
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Malcolm Beveridge
\s\ Keith Corbin Director
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Keith Corbin
\s\ Martin Small Director
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Martin Small
\s\ Timothy Shilton Director
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Timothy Shilton
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\s\ Donald J. Puglisi Authorized Representative in
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Donald J. Puglisi
Managing Director
Puglisi & Associates
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INDEX TO EXHIBITS
Exhibit
Number
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(1) Form of Deposit Agreement, dated as of [Date], among the Issuer, the
Depositary and each Owner and holder from time to time of ADRs issued
thereunder.
(2) Form of Letter from the Depositary to the Issuer, relating to the
Pre-release of American Depositary Receipts.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to
the legality of the securities being registered.
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