As filed with the Securities and Exchange Commission on March 27, 2008
Registration No. 333-7314
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
EDAP TMS S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
REPUBLIC OF FRANCE
(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, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
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 thereafter become effective in accordance with Section 8(c) 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(c) may determine.
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, top center
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 15, 16 and 18
securities
(iii) The collection and distribution of dividends
Articles number 4, 12, 13, 15 and 18
(iv) The transmission of notices, reports and proxy
Articles number 11, 15, 16, and 18
soliciting material
(v) The sale or exercise of rights
Articles number 13, 14, 15, and 18
(vi) The deposit or sale of securities resulting from
Articles number 12, 13, 15, 17
dividends, splits or plans of reorganization
and 18
(vii) Amendment, extension or termination of the
Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit of
Articles number 2, 3, 4, 5, 6, 8 and
withdraw the underlying securities
22
(x) Limitation upon the liability of the depositary
Articles number 14, 18 and 21
3. Fees and Charges
Articles number 7, 8, 12, 13 and 14
Item – 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of ______________, 2008, among EDAP TMS S.A. The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of Letter Agreement among EDAP TMS S.A. and The Bank of New York relating to pre-release activities. – Previously Filed.
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. – See (a) and (b) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
e.
Certification under Rule 466. – Not Applicable.
Item - 4.
Undertakings
Previously Filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, March 27, 2008.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares of the nominal value of €0.13 each, of EDAP TMS S.A.
By:
The Bank of New York,
As Depositary
By: /s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, EDAP TMS S.A. has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Vaulx-en-Velin, France on March 27, 2008.
EDAP TMS S.A.
By: /s/ Marc Oczachowski
Name: Marc Oczachowski
Title: Chief Executive Officer
By: /s/ Eric Soyer
Name: Eric Soyer
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on March 27, 2008.
/s/ Philippe Chauveau
/s/ Marc Oczachowski
Philippe Chauveau
Marc Oczachowski
Chairman of the Board of Directors
Chief Executive Officer
(Principal Executive Officer)
/s/ Pierre Beysson
/s/ Eric Soyer
Pierre Beysson
Eric Soyer
Director
Chief Financial Officer
(Principal Accounting Officer)
/s/ Hugues de Bantel
/s/ Lee Sanderson
Hugues de Bantel
Lee Sanderson
Director
Authorized Representative in the
United States
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Amended and Restated Deposit Agreement dated
as of _______________, 2008, among EDAP TMS S.A., The Bank
of New York as Depositary, and all Owners and Beneficial Owners
from time to time of American Depositary Shares issued thereunder.
2
Previously Filed.
4
Previously Filed.