As Filed with the Securities and
Exchange Commission on August 4, 2005 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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BONE MEDICAL LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
Commonwealth of Australia
(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
|X| 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
Aggregate aggregate Amount of
Title of each class of Amount price per unit offering registration
Securities to be registered to be registered (1) price (1) fee
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American Depositary Shares evidenced by American 25,000,000 $.05 $1,250,000 $147.13
Depositary Receipts, each American Depositary Share American
evidencing twenty ordinary shares of Bone Medical Depositary
Limited 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.
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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
Item Number and Caption Location in Form of
American Depositary Receipt
Filed Herewith as Prospectus
(1) Name and address of Depositary Introductory Paragraph
(2) Title of American Depositary Receipts Face of American Depositary
and identity of deposited securities Receipt, top center
Terms of Deposit:
(i) The amount of deposited Face of American Depositary
securities represented by Receipt - upper right
one unit of American corner
Depositary Shares
(ii) The procedure for voting, if Paragraphs (15) and (16)
any, the deposited securities
(iii) The collection and distribution Paragraphs (12), (13) and (15)
of dividends
(iv) The transmission of notices, Paragraphs (11), (15) and (16)
reports and proxy soliciting
material
(v) The sale or exercise of rights Paragraph (14)
(vi) The deposit or sale of Paragraphs (12) and (17)
securities resulting from
dividends, splits or plans of
reorganization
(vii) Amendment, extension or Paragraphs (20) and (21)
termination of the Deposit
Agreement
(viii) Rights of holders of receipts Paragraph (11)
to inspect the transfer books
of the Depositary and the list
of holders of receipts
(ix) Restrictions upon the right Paragraphs (2), (3), (4), (5),
to deposit or withdraw the (6) and (8)
underlying securities
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Item Number and Caption Location in Form of
American Depositary Receipt
Filed Herewith as Prospectus
(x) Limitation upon the liability Paragraphs (14) and (18)
of the Depositary
(3) Fees and Charges Paragraph (7)
Item 2. Available Information
Item Number and Caption Location in Form of
American Depositary Receipt
Filed Herewith as Prospectus
2(a) Statement that Bone Medical Limited Paragraph (11)
furnishes 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 Bone Medical Limited (the "Issuer"), The
Bank of New York, as Depositary (the "Depositary"), and each Owner and
Beneficial Owner from time to time of American Depositary Receipts ("ADRs")
issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.
(5) Certification under Rule 466.
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 August _______, 2005, among Bone Medical Limited, The Bank of New York, as
Depositary, and each Owner and Beneficial Owner 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 August
4, 2005.
By: THE BANK OF NEW YORK,
as Depositary
By: /s/ Marianne Erlandsen
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Name: Marianne Erlandsen
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, Bone Medical
Limited has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Commonwealth of Australia on August 4,
2005.
BONE MEDICAL LIMITED
By: /s/ Michael Redman
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Name: Michael Redman
Title: Chief Executive Officer
Each of the undersigned hereby constitutes and appoints Michael Redman his
true and lawful attorney-in-fact, 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-fact, 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 August 4, 2005.
Name Title
/s/ Michael Redman Chief Executive Officer
- ----------------------------- (Principal Executive Officer)
Michael Redman
/s/ Jane Swindells Chief Financial Officer &
- ----------------------------- Company Secretary
Jane Swindells (Principal Financial &
Accounting Officer)
/s/ Paul Hopper Chairman
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Paul Hopper
/s/ Roger New Director
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Roger New
/s/ Christopher Robert Bilkey Director
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Christopher Robert Bilkey
/s/ Richard Basham Director
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Richard Basham
/s/ Wayne Fritzsche Director
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Wayne Fritzsche
/s/ Michael Redman Authorized Representative in the
- ----------------------------- United States
Michael Redman
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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 Beneficial Owner from time to time of ADRs
issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to
the legality of the securities being registered.
(5) Certification under Rule 466.
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