Air France-Klm /Fi - Post-effective amendment to a previously filed F-6. (F-6 POS)
07 Februar 2008 - 6:24PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 7, 2008
Registration No. 333 - 114197
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
AIR FRANCE-KLM
(Exact name of issuer of deposited securities as specified in its charter)
AIR FRANCE-KLM
(Translation of issuer's name into English)
The Republic of France
(Jurisdiction of incorporation or organization of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
Air France
125 West 55th Street
New York, New York 10019
(212) 830-4000
(Address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Thomas N. O'Neill III, Esq. Herman H. Raspe, Esq.
Linklaters Patterson Belknap Webb & Tyler LLP
25, rue de Marignan 1133 Avenue of the Americas
75008 Paris New York, New York 10036
France
-----------------------------
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It is proposed that this filing become effective under Rule 466:
|X| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |_|
This Post Effective Amendment No. 1 to Registration Statement on Form F-6
may be executed in any number of counterparts, each of which shall be
deemed an original, and all of such counterparts together shall constitute
one and the same instrument.
ii
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (17)
securities and (18).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (15).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (14);
soliciting material Reverse of Receipt - Paragraph (17).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (15)
and (17).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraph (7);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (15) and (19).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (23) and (24) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (14).
transfer books of the Depositary and the list of
holders of ADSs
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (7),
the underlying securities (8), (10) and (11);
Reverse of Receipt - Paragraph (25)
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (8);
Reverse of Receipt - Paragraphs (20) and (21).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (11).
indirectly on holders of ADSs
AVAILABLE INFORMATION Face of Receipt - Paragraph (14).
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The Company has been subject to the periodic reporting requirements of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and has filed certain reports with, and submitted certain information to, the
United States Securities and Exchange Commission (the "Commission"), which
reports can be retrieved from the Commission's internet website at www.sec.gov,
and can be inspected and copied at the public reference facilities maintained by
the Commission at 100 F Street, N.E., Washington, D.C. 20549. The Company has
filed a Form 15F ("Form 15F") with the Commission, which has suspended the
Company's duty under the Exchange Act to file or submit the reports required
under Sections 13(a) or 15(d) of the Exchange Act. Upon the effectiveness of
Form 15F, the Company's duty to file or submit reports under Sections 13(a) or
15(d) of the Exchange Act will terminate and the Company will, pursuant to Rule
12g3-2(e)(1), receive the exemption from the reporting obligations of the
Exchange Act provided by Rule 12g3-2(b). In order to satisfy the conditions of
Rule 12g3-2(b) the Company intends to publish the information contemplated in
Rule 12g3-2(b)(1)(iii) under the Exchange Act on its internet website or through
an electronic information delivery system generally available to the public in
the Company's primary trading market, and to translate the information so
published into English in accordance with the instructions to Rule 12g3-2(e).
The Company has specified in Form 15F the internet website or the electronic
information delivery system on which it intends to publish such information. The
information so published by the Company cannot be retrieved from the
Commission's internet website, and cannot be inspected or copied at the public
reference facilities maintained by the Commission. If the Form 15F is not
declared effective, the Company will again be subject to the periodic reporting
requirements of the Exchange Act and will be required to file with the
Commission, and submit to the Commission, certain reports that can be retrieved
from the Commission's internet website at www.sec.gov, and can be inspected and
copied at the public reference facilities maintained by the Commission.
I-2
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Amendment No. 1 to ADS
Deposit Agreement filed as Exhibit (a)(i) to this Post Effective Amendment
No. 1 to Registration Statement on Form F-6 and is incorporated herein by
reference.
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBITS
(a)(i) Amendment No. 1 to ADS Deposit Agreement, dated as of February 7,
2008, by and among Air France-KLM (the "Company"), Citibank, N.A., as
depositary (the "Depositary"), and all Holders and Beneficial Owners of
American Depositary Shares issued thereunder ("ADS Deposit Agreement"). --
Filed herewith as Exhibit (a)(i).
(a)(ii) ADS Deposit Agreement, dated as of April 5, 2004, by and among the
Company, the Depositary, and all Holders and Beneficial Owners of American
Depositary Shares issued thereunder. -- Filed herewith as Exhibit (a)(ii).
(b) Any other agreement to which the Depositary is a party relating to the
issuance of the American Depositary Shares registered hereunder or the
custody of the deposited securities represented thereby. -- None.
(c) Every material contract relating to the deposited securities between
the Depositary and the issuer of the deposited securities in effect at any
time within the last three years. -- None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. -- Previously filed.
(e) Certificate under Rule 466. -- Filed herewith as Exhibit (e) (i).
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- None.
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UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office
of the Depositary in the United States, for inspection by holders of
ADSs, any reports and communications received from the issuer of the
deposited securities 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) If the amount of fees charged is not disclosed in the prospectus,
the Depositary undertakes to prepare a separate document stating the
amount of any fee charged and describing the service for which it is
charged and to deliver promptly a copy of such fee schedule without
charge to anyone upon request. The Depositary undertakes to notify
each registered holder of an ADS thirty (30) days before any change
in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the ADS
Deposit Agreement, as proposed to be amended by the Form of Amendment No. 1 to
ADS Deposit Agreement, by and among Air France-KLM, Citibank, N.A., as
depositary, and all Holders and Beneficial Owners from time to time of American
Depositary Shares 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 Post Effective Amendment No. 1 to Registration Statement on Form F-6
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 7th day of February, 2008.
Legal entity created by the ADS Deposit
Agreement, as proposed to be amended by the
Form of Amendment No. 1 to ADS Deposit
Agreement, for the issuance of American
Depositary Shares, each American Depositary
Share representing one (1) Ordinary Share,
nominal value (euro) 8.50 per share, of Air
France.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susan A. Lucanto
----------------------------------------
Name: Susan A. Lucanto
Title: Vice President
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II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Air France-KLM 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 Post
Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned thereunto duly authorized, in Paris, France, on
February 7, 2008.
AIR FRANCE-KLM
By: /s/ Jean-Cyril Spinetta
-------------------------------------------
Name: Jean-Cyril Spinetta
Title: Chairman and Chief Executive Officer
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II-4
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post Effective Amendment No. 1 to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on February 7,
2008.
Signature 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-Francois Dehecq Member of the board of directors
----------------------------
Jean-Francois 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
/s/ Didier Le Chaton Member of the board of directors
----------------------------
Didier Le Chaton
/s/ Christian Magne Member of the board of directors
----------------------------
Christian Magne
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Signature Title
--------- -----
/s/ Cornelius J. A. van Lede Member of the board of directors
----------------------------
Cornelius 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 U.S.
----------------------------
Jean-Claude Cros
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II-6
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
------- -------- -------------
(a)(i) Amendment No. 1 to ADS Deposit Agreement
(a)(ii) ADS Deposit Agreement
(e) (i) Rule 466 Certification
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