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 Registrant’s name into English)

 


 

France   4512   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(Primary standard industrial

classification code number)

 

(I.R.S. Employer

Identification No.)

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 Registrant’s 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:

 

Jean-Marc Bardy

Air France-KLM

45, rue de Paris

95747 Roissy-CDG Cedex

France

+33 1 41 56 78 00

 

Thomas N. O’Neill III

Linklaters

25, rue de Marignan

75008 Paris

France

+33 1 56 43 56 43

 


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.

 

AIR FRANCE - KLM

/s/ Jean-Cyril Spinetta

Name:   Jean-Cyril Spinetta
Title:   Chairman and Chief Executive Officer

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.

 

Name

  

Title

/s/ Jean-Cyril Spinetta

   Chairman and Chief Executive Officer
Jean-Cyril Spinetta   

/s/ Philippe Calavia

   Chief Financial Officer
Philippe Calavia   

/s/ Michel Cascarino

  

Vice-President, Accounting

(Principal Accounting Officer)

Michel Cascarino   

/s/ Patricia Barbizet

   Member of the board of directors
Patricia Barbizet   

/s/ Jean-François Dehecq

   Member of the board of directors
Jean-François Dehecq   

/s/ Pierre-Henri Gourgeon

   Member of the board of directors
Pierre-Henri Gourgeon   

/s/ Claude Gressier

   Member of the board of directors
Claude Gressier   

 

II-1


Name

  

Title

/s/ Didier Le Chaton

   Member of the board of directors
Didier Le Chaton   

/s/ Christian Magne

   Member of the board of directors
Christian Magne   

/s/ Cornelis J.A. van Lede

   Member of the board of directors
Cornelis J.A. van Lede   

/s/ Leo van Wijk

   Member of the board of directors
Leo van Wijk   

/s/ Jean-Claude Cros

   Authorized representative in the United States
Jean-Claude Cros   

 

II-2

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