Air France-Klm /Fi - Post-effective amendment to securities registration (foreign private issuer) (F-4 POS)
18 Januar 2008 - 4:55PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on January 18, 2008
Registration
No. 333 -114188
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form F-4
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Air France-KLM
(Exact name of
Registrant as specified in its charter)
Air France-KLM
(Translation of Registrants name into English)
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France
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4512
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary standard industrial
classification code number)
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(I.R.S. Employer
Identification No.)
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45, rue de Paris
95747 Roissy-CDG Cedex
France
+33 1 41 56 78 00
(Address,
including zip code, and telephone number, including area code, of Registrants principal executive offices)
Air France
125 West 55
th
Street
New York, NY 10019
(212) 830-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Jean-Marc Bardy
Air France-KLM
45, rue de Paris
95747 Roissy-CDG Cedex
France
+33 1 41 56 78 00
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Thomas N. ONeill III
Linklaters
25, rue de Marignan
75008 Paris
France
+33 1 56 43 56 43
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Approximate date of commencement of proposed sale of the securities to the public:
This post-effective amendment removes from registration the previously registered securities that remained unsold at the
termination of the warrant exercise period described herein.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
This post-effective amendment shall become effective in accordance with Sections 8(c) of the
Securities Act of 1933 on such date as the Commission, acting pursuant to said Section 8(c), may determine.
DEREGISTRATION OF SECURITIES
The Registrant filed the Registration Statement on Form F-4 (Registration No. 333-114188) to register securities in connection with the exchange offer by the Registrant to acquire all of the outstanding common
shares of KLM Royal Dutch Airlines (the offer). The Registration Statement was declared effective on April 30, 2004. The subsequent offering period of the offer was completed on May 21, 2004.
The Registration Statement registered (i) 51,490,669 ordinary shares, nominal value 8.50 per share, (ii) 46,809,699 warrants to purchase ordinary
shares and (iii) 31,206,466 ordinary shares issuable on exercise of the warrants. Of these, 49,602,629 ordinary shares and 45,093,299 warrants (entitling holders to subscribe for or acquire 31,054,252 ordinary shares, taking into account the
adjustment to the allocation ratio announced on March 9, 2007) were sold pursuant to the offer. The exercise period for the warrants began on November 6, 2005 and ended on November 6, 2007, during which time 44,786,604 warrants were
exercised and 30,835,235 ordinary shares issued as a result.
In accordance with the undertaking made by the Registrant in the Registration Statement, this
Post-Effective Amendment is being filed to remove from registration the previously registered warrants and ordinary shares covered by the Registration Statement that remained unsold at the termination of the warrant exercise period. The Registrant
hereby requests that (i) the 1,888,040 unsold ordinary shares, (ii) the 2,023,095 unsold warrants and (iii) the 371,231 unsold ordinary shares issuable on exercise of the warrants be removed from registration by means of this
Post-Effective Amendment.
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Air France-KLM has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris,
France, on January 18, 2008.
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AIR FRANCE - KLM
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/s/ Jean-Cyril Spinetta
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Name:
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Jean-Cyril Spinetta
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Title:
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Chairman and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated on January 18, 2008.
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Name
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Title
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/s/ Jean-Cyril Spinetta
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Chairman and Chief Executive Officer
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Jean-Cyril Spinetta
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/s/ Philippe Calavia
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Chief Financial Officer
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Philippe Calavia
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/s/ Michel Cascarino
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Vice-President, Accounting
(Principal
Accounting Officer)
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Michel Cascarino
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/s/ Patricia Barbizet
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Member of the board of directors
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Patricia Barbizet
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/s/ Jean-François Dehecq
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Member of the board of directors
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Jean-François Dehecq
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/s/ Pierre-Henri Gourgeon
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Member of the board of directors
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Pierre-Henri Gourgeon
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/s/ Claude Gressier
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Member of the board of directors
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Claude Gressier
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II-1
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Name
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Title
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/s/ Didier Le Chaton
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Member of the board of directors
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Didier Le Chaton
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/s/ Christian Magne
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Member of the board of directors
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Christian Magne
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/s/ Cornelis J.A. van Lede
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Member of the board of directors
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Cornelis J.A. van Lede
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/s/ Leo van Wijk
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Member of the board of directors
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Leo van Wijk
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/s/ Jean-Claude Cros
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Authorized representative in the United States
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Jean-Claude Cros
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II-2
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