As Filed with the Securities and Exchange Commission on Date
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
SYMPHONY ENVIRONMENTAL TECHNOLOGIES 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 Proposed maximum Amount of
Title of each class of Amount maximum Aggregate aggregate registration
Securities to be registered to be registered price per unit(1) offering price(1) fee
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American Depositary Shares, each American 50,000,000 $.05 $2,500,000 $98.25
Depositary Share evidencing ordinary shares American
of Symphony Environmental Technologies plc. Depositary
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 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
Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
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 Paragraphs (2), (3), (4), (5), (6) and (8)
deposit or withdraw the
underlying securities
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Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Paragraphs (13), (18) and (22)
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
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2(a) Public reports furnished by Symphony Paragraph (11)
Environmental Technologies plc.
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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 ______________, 2008, among Symphony Environmental
Technologies 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.
(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 _______________, 2008, among Symphony Environmental Technologies 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__________, 2008.
By: THE BANK OF NEW YORK,
as Depositary
By: /s/ Joanne F. Di Giovanni
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Name: Joanne F. Di Giovanni
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, Symphony
Environmental Technologies plc has caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized in United
Kingdom _____________, 2008.
SYMPHONY ENVIRONMENTAL TECHNOLOGIES plc
By: /s/ Ian Bristow
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Name: Ian Bristow
Title: Director
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 ____________, 2008.
Name Title
- ---- -----
/s/ Michael Laurier Chief Executive Officer and Director
- -------------------- Principal Executive Officer
Michael Laurier
/s/ Ian Bristow Chief Financial Officer
- -------------------- Principal Executive Officer
Ian Bristow
/s/ Nirj Deva Chairman
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Nirj Deva
/s/ Michael Stephen Deputy Chairman
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Michael Stephen
/s/ Michael Stephen Technical Director
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Michael Stephen
/s/ Donald Puglisi Authorized Representative in the United States
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Donald Puglisi
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INDEX TO EXHIBITS
Exhibit
Number
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(1) Form of Deposit Agreement, dated as of ______________, 2008, among
the Issuer, the Depositary and each Owner and holder 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.
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