F-6: Registration of American Depository Receipt shares, not immediately effective
Published on
As Filed with the Securities and Exchange Commission on September 29, 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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NOVOGEN 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
|_| immediately upon filing
|_| on (Date) at (Time)
If a separate statement has been filed to register the deposited shares,
check the following box. |_|
(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.
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.
As permitted by Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to the Depositary Shares
registered under Registration Statement on Form F-6 (No. 333-8346) previously
filed by the registrant.
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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 securities Face of American Depositary
represented by one unit of Receipt - upper right corner
American Depositary Shares
(ii) The procedure for voting, if any, Paragraphs (15) and (16)
the deposited securities
(iii) The collection and distribution of Paragraphs (12), (13) and (15)
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 securities Paragraphs (12) and (17)
resulting from dividends, splits
or plans of reorganization
(vii) Amendment, extension or termination Paragraphs (20) and (21)
of 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),
deposit or withdraw the underlying (6), (8) and (22)
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 of Paragraphs (14) and (18)
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 Novogen Limited is Paragraph (11)
subject to the periodic reporting
requirements of the Securities Exchange
Act of 1934 and, accordingly, files
certain reports with the Commission -- and
that such reports 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 Amended and Restated Deposit Agreement (including the form of
American Depositary Receipt), dated as of February 23, 1998, as amended and
restated as of December 29, 1998, as further amended and restated as of
_______________, 2005, among Novogen Limited (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 February 23, 1998, as amended and restated as of December 29, 1998, as
further amended and restated as of _______________________, 2005, among Novogen
Limited, 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 September 29, 2005.
By: THE BANK OF NEW YORK,
as Depositary
By: \s\ U. Marianne Erlandsen
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Name: U. Marianne Erlandsen
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, Novogen
Limited has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the Commonwealth of Australia on
September 29, 2005.
NOVOGEN LIMITED
By: \s\ Ronald UA Erratt
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Name: Ronald UA Erratt
Title: Secretary
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 September 29, 2005.
Name Title
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\s\ Christopher Naughton Chief Executive Officer
- ----------------------------- (Principal Executive Officer)
Christopher Naughton
\s\ David Seaton Chief Financial Officer
- ----------------------------- (Principal Financial & Accounting Officer)
David Seaton
\s\ Philip Johnston Non Executive Chairman
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Philip Johnston
\s\ Professor Graham Kelly Executive Director
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Professor Graham Kelly
\s\ Professor Paul Nestel Non Executive Director
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Professor Paul Nestel
\s\ Dr Leanna Read Non Executive Director
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Dr Leanna Read
\s\ Mr. Peter Simpson Non Executive Director
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Mr. Peter Simpson
\s\ Mr. Geoff Leppinus Non Executive Director
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Mr. Geoff Leppinus
\s\ Warren Lancaster Authorized Representative in the
- ----------------------------- United States
Warren Lancaster
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INDEX TO EXHIBITS
Exhibit
Number
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(1) Form of Amended and Restated Deposit Agreement, dated as of February 23,
1998, as amended and restated as of December 29, 1998, as further amended
and restated as of _______________, 2005, 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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