Registration Statement No. 333-104949
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT TO
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
BAE SYSTEMS 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)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, New York 10004
Tel. No.: (212) 623-0636
(Address, including zip code, and telephone number of depositary's principal offices)
Cravath, Swaine & Moore LLP
Worldwide Plaza, 825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000
(Address, including zip code, and telephone number of agent for service)
Copies to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue
New York, New York 10022
212-319-7600
: immediately upon filing 9 on [date] at [time]
If a separate registration statement has been filed to register the deposited shares, check the following box. 9
CALCULATION OF REGISTRATION FEE | |||||||||||||
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Unit (1) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee | |||||||||
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing four (4) ordinary shares of BAE SYSTEMS plc | N/A | N/A | N/A | N/A |
(1)Each unit represents 100 American Depositary Shares.
(2)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 such Receipts evidencing such American Depositary Shares.
This Registration Statement 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.
The Prospectus consists of the form of American Depositary Receipt (AADR@) included as Exhibit A to the form of Amendment to Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Location in Form of | ||
Item Number | ADR Filed Herewith | |
and Caption | as Prospectus | |
1. | Name of depositary and | Face, introductory paragraph |
address of its principal | and final sentence on face. | |
executive office | ||
2. | Title of ADR and identity | Face, top center and |
of deposited securities | introductory paragraph | |
Terms of Deposit | ||
(i) | The amount of deposited | Face, upper right corner and introductory |
securities represented by | paragraph | |
one unit of ADRs | ||
(ii) | The procedure for voting, | Reverse, paragraph (12) |
if any, the deposited | ||
securities | ||
(iii) | The collection and | Face, paragraphs (4), (5) and (7); Reverse, |
distribution of dividends | paragraph (10) | |
(iv) | The transmission of | Face, paragraphs (3) and (8); |
notices, reports and | Reverse, paragraph (12) | |
proxy soliciting material | ||
(v) | The sale or exercise of | Face, paragraphs (4) and (5); Reverse, |
rights | paragraph (10) | |
(vi) | The deposit or sale of | Face, paragraphs (4) and (5); Reverse |
securities resulting from | paragraphs (10) and (13) | |
dividends, splits or plans | ||
of reorganization | ||
(vii) | Amendment, extension or | Reverse, paragraphs (16) and (17) (no |
termination of the deposit | (no provision for extension) | |
agreement |
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Location in Form of | ||
Item Number | ADR Filed Herewith | |
and Caption | as Prospectus | |
(viii) | Rights of holders of ADRs | Face, paragraph (3) |
to inspect the transfer books | ||
of the Depositary and the | ||
lists of holders of ADRs | ||
(ix) | Restrictions upon the right | Face, paragraphs (1), (2), (4) and (5) |
to deposit or withdraw the | ||
underlying securities | ||
(x) | Limitation upon the liability | Reverse, paragraph (14) |
of the Depositary and/or the | ||
Company | ||
3. | Description of all fees and | Face, paragraph (7) |
charges which may be imposed | ||
directly or indirectly against | ||
the holders of ADRs |
Item 2. AVAILABLE INFORMATION | ||
Location in Form of | ||
Item Number | ADR Filed | |
and Caption | Herewith as Prospectus | |
2(a) Statement that the foreign | Face, paragraph (8) | |
issuer publishes information in English | ||
required to maintain the exemption | ||
from registration under Rule 12g3-2(b) under | ||
the Securities Exchange Act of 1934, as | ||
amended on its Internet Web site | ||
(www.baesystems.com) or | ||
through an electronic information delivery | ||
system generally available to the public in its | ||
primary trading market |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) Form of Deposit Agreement dated as of September 28, 1998 among BAE SYSTEMS plc (fka British Aerospace Public Limited Company), JPMorgan Chase Bank (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as exhibit (a) to Registration Statement No. 333- 104949 and incorporated herein by reference.
(a)(2) Form of Amendment to Deposit Agreement, including form of ADR. Filed herewith as Exhibit (a)(2)
(b) Any other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of the deposited securities represented thereby. - None.
(c) Any 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 Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. Previously filed as exhibit (e) to Registration Statement No. 333- 104949 and incorporated herein by reference.
(e) Certification under Rule 466. Filed herewith as Exhibit (e)
(f) Powers of Attorney. Filed herewith as Exhibit (f)
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 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 amounts of fees charged are 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 ADR thirty days before any change in the fee schedule.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all of the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment 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 October 14, 2008.
Legal entity created by the form of Deposit | |||
Agreement for the issuance of ADRs evidencing | |||
American Depositary Shares | |||
By: JPMORGAN CHASE BANK, N.A., in its | |||
capacity as Depositary | |||
By: | /s/Joseph M. Leinhauser | ||
Name: Joseph M. Leinhauser | |||
Title: Vice President |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, BAE SYSTEMS plc 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 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized on October 14, 2008.
BAE SYSTEMS plc | |||
By: | /s/George Rose | ||
Name: George Rose | |||
Title: Group Finance Director |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on October 14, 2008.
Name | Title | |
Non-Executive Chairman and Director | ||
Richard Olver | ||
*/s/Ian King | Chief Executive and Chief Operating Officer | |
Ian King | and Director | |
Chief Operating Officer and Director | ||
Walt Havenstein | President and CEO BAE Systems Inc | |
*/s/George Rose | Group Finance Director | |
George Rose | ||
*/s/Philip Carroll | Non-Executive Director | |
Philip Carroll | ||
*/s/Michael Hartnall | Non-Executive Director | |
Michael Hartnall | ||
*/s/Andy Inglis | Non-Executive Director | |
Andy Inglis |
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*/s/Sir Peter Mason | Non-Executive Director | |
Sir Peter Mason | ||
Non-Executive Director | ||
Sir Nigel Rudd | ||
*/s/Carl Symon | Non-Executive Director | |
Carl Symon | ||
Non-Executive Director | ||
Roberto Quarta | ||
*/s/Ravi Uppal | Non-Executive Director | |
Ravi Uppal |
*By: | /s/ George Rose | |
Name: George Rose | ||
Title: Power of Attorney |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of BAE SYSTEMS plc, has signed this Registration Statement on Form F-6 in the City of New York, State of New York on October 14, 2008.
DEPOSITARY MANAGEMENT CORP. | ||
By: | /s/Scott A. Ziegler | |
Name: Scott A. Ziegler | ||
Title: Authorized Officer |
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INDEX TO EXHIBITS
Exhibit Number | ||
(a)(2) | Form of Amendment to Deposit Agreement, including form of ADR. | |
(e) | Rule 466 certification | |
(f) | Power of Attorney |
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