As filed with the Securities and Exchange Commission on June 4, 2007
Registration No. 333-100779
_____________________
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 Depositary Shares Evidenced by American Depositary Receipts
of
MERCK SERONO S.A. (f/k/a SERONO S.A.)
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
SWITZERLAND
(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 | Fereydoun Firouz EMD Serono, Inc. One Technology Place Rockland, MA (800) 283-8088 |
(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
[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. [ ]
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by a previous Registration Statement on Form F-6 of the registrant (Regis. No. 333-12194).
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of 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, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Paragraphs (15) and (16)
securities
(iii) The collection and distribution of dividends
Paragraphs (12), (14) and (15)
(iv) The transmission of notices, reports and proxy
Paragraphs (11), (15) and (16)
soliciting material
(v) The sale or exercise of rights
Paragraph (13)
(vi) The deposit or sale of securities resulting from
Paragraphs (12) and (17)
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Paragraphs (20) and (21)
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Paragraph (11)
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit of
Paragraphs (2), (3), (4), (5) (6) and
withdraw the underlying securities
(8)
(x) Limitation upon the liability of the depositary
Paragraphs (13) and (18)
3. Fees and Charges
Paragraph (7)
Item – 2.
Available Information
Public reports furnished by issuer
Paragraph (11)
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of July 26, 2000, among Serono S.A., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. – Filed herewith as Exhibit 1.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – Not applicable
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) 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. – Filed herewith as Exhibit 5.
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, June 4, 2007.
Legal entity created by the agreement for the issuance of American Depositary Receipts for bearer shares, par value CHF 25 each, of Merck Serono S.A.
By:
The Bank of New York,
As Depositary
By: /s/ David S. Stueber
Name: David S. Stueber
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Merck Serono 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 Geneva, Switzerland on June 4, 2007.
MERCK SERONO S.A.
By: /s/ Francois Naef
Name: Francois Naef
Title: Secretary to the Board and Chief
Administrative 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 June 4, 2007.
Name:
Title:
/s/ Elmar Schnee
Chief Executive Officer and a Director
Name: Elmar Schnee
(Principal Executive Officer)
/s/ Olaf Klinger
Chief Financial Officer
Name: Olaf Klinger
(Principal Financial and Accounting Officer)
/s/ Michael Becker
Chairman of the Board
Name: Michael Becker
/s/ Axel von Wietersheim
Director
Name: Axel von Wietersheim
/s/ Carlo Lombardini
Director
Name: Carlo Lombardini
/s/ Philippe Tischhauser
Director
Name: Philippe Tischhauser
/s/ Joseph Dubacher
Director
Name: Joseph Dubacher
/s/ Peter Bohnenblust
Director
Name: Peter Bohnenblust
/s/ Fereydoun Firouz
Authorized Representative in the United States
Name: Fereydoun Firouz
Authorized Signatory
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of July 26, 2000,
among Serono S.A., The Bank of New York as Depositary,
and all Owners and Beneficial Owners from time to
time of American Depositary Receipts issued thereunder.
5
Certification under Rule 466.