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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/07/21 Edap TMS SA F-3 4:518K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: F-3 Registration Statement by a Foreign Issuer - HTML 247K Securities for a Transaction 2: EX-5.1 Opinion of Counsel re: Legality HTML 12K 3: EX-5.2 Opinion of Counsel re: Legality HTML 12K 4: EX-23.1 Consent of Expert or Counsel HTML 6K
tm2111528-1_f3 - none - 4.2968948s |
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France
(State or Other Jurisdiction of Incorporation or Organization) |
| |
Not applicable
(I.R.S. Employer Identification No.) |
|
|
Blandine Confort
EDAP TMS S.A. 4/6, rue du Dauphiné 69120 Vaulx-en-Velin, France +33(0) 4 72 15 31 50 |
| |
Linda Hesse
JONES DAY 2 rue Saint-Florentin 75001 Paris, France +33(0) 1 56 59 38 72 |
| | |
|
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Title of each class
of securities to be registered |
| | |
Amount to
be registered(1)(2) |
| | |
Proposed maximum
aggregate offering price(2) |
| | |
Amount of
registration fee |
|
Ordinary shares, nominal value of €0.13 per share(3)
|
| | | | | | | | | | | | |
Preferred shares
|
| | | | | | | | | | | | |
Warrants
|
| | | | | | | | | | | | |
Total
|
| | |
US$125,000,000
|
| | |
US$125,000,000
|
| | |
US$13,637.50(4)
|
|
| | |
Page
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| | | | 30 | | |
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| | |
€
|
| |
$(1)
|
| ||||||
| | |
Actual
|
| |||||||||
| | |
(in thousands)
|
| |||||||||
Short-term borrowings
|
| | | | 2,638 | | | | | | 3,093 | | |
Current obligations under finance leases
|
| | | | 344 | | | | | | 403 | | |
Current portion of operating lease obligations
|
| | | | 802 | | | | | | 941 | | |
Current portion of long-term debt
|
| | | | 4,532 | | | | | | 5,314 | | |
Obligations under finance leases, non-current
|
| | | | 555 | | | | | | 650 | | |
Operating lease obligations, non-current
|
| | | | 1,099 | | | | | | 1,288 | | |
Conditional government advances
|
| | | | 1,097 | | | | | | 1,286 | | |
Long-term debt net of current portion of long-term debt
|
| | | | 1,143 | | | | | | 1,340 | | |
Shareholders’ equity: | | | | | | | | | | | | | |
Share capital
|
| | | | 3,830 | | | | | | 4,490 | | |
Additional paid-in capital
|
| | | | 66,548 | | | | | | 78,028 | | |
Retained earnings
|
| | | | (40,139) | | | | | | (47,062) | | |
Cumulative other comprehensive (loss)
|
| | | | (3,064) | | | | | | (3,592) | | |
Treasury stock
|
| | | | (928) | | | | | | (1,088) | | |
Total shareholders’ equity
|
| | | | 26,248 | | | | | | 30,775 | | |
Total capitalization
|
| | | | 30,141 | | | | | | 35,340 | | |
NATURE OF AUTHORIZED OPERATION
|
| | | |
Maximum amount
of capital increase (par value) (in euros) |
| | | |
Balance
|
| ||||||||
Delegation of authority to the Board of Directors
to increase the share capital, by issuance of shares or other securities giving access to the Company’s share capital, with cancellation of shareholders’ preferential subscription rights, in favor of a first category of persons who meet certain specified characteristics |
| |
18 months
|
| | | | 1,300,000 | | | |
No
|
| | | | 1,300,000 | | |
Delegation of authority to the Board of Directors
to increase the share capital, by issuance of shares or other securities giving access to the Company’s share capital, with cancellation of shareholders’ preferential subscription rights, in favor of a second category of persons who meet certain specified characteristics |
| |
18 months
|
| | | | 1,300,000 | | | |
No
|
| | | | 1,300,000 | | |
NATURE OF AUTHORIZED OPERATION
|
| | | |
Maximum amount
of capital increase (par value) (in euros) |
| | | |
Balance
|
| ||||||||
Delegation of authority to the Board of Directors
to increase the share capital, by issuance of shares or other securities giving access to the Company’s share capital, with cancellation of shareholders’ preferential subscription rights, in favor of the following category: directors and officers of the Company held at the office the date of issue of the shares or the securities and the individuals tied to the Company by an employment contract the date of the issue of the shares or the securities |
| |
18 months
|
| | | | 1,300,000 | | | |
No
|
| | | | 1,300,000 | | |
NATURE OF AUTHORIZED OPERATION
|
| | | |
Maximum amount
of capital increase (par value) (in euros) |
| | | |
Balance
|
| ||||||||
Delegation of authority to the Board of Directors
to increase the share capital, by issuance of shares or other securities giving access to the Company’s share capital or giving rights to debt securities issued by the Company, with preferential subscription rights for shareholders; |
| |
26 months
|
| | | | 1,300,000 | | | |
No
|
| | | | 1,300,000 | | |
Delegation of authority to the Board of Directors
to increase the share capital, by issuance of shares or other securities giving access to the Company’s share capital or giving rights to debt securities issued by the Company, with cancellation of shareholders’ preferential subscription rights, by means of a public offering |
| |
26 months
|
| | | | 1,300,000 | | | |
No
|
| | | | 1,300,000 | | |
Delegation of authority to the Board of Directors
to increase the share capital, by issuance of shares or other securities giving access to the Company’s share capital, with cancellation of shareholders’ preferential subscription rights as part of an offer in favor of qualified investors or a limited circle of investors as mentioned in II of article L. 411-2 of the French Monetary and Financial Code |
| |
26 months
|
| | | | 1,300,000 | | | |
No
|
| | | | 1,300,000 | | |
NATURE OF AUTHORIZED OPERATION
|
| | | |
Maximum amount
of capital increase (par value) (in euros) |
| | | |
Balance
|
| ||||||||
Delegation of authority to the Board of Directors
to grant options to subscribe for shares of the Company pursuant to the provisions of articles L.225-177 et seq. of the French Commercial Code |
| |
38 months
|
| | | | 130,000 | | | |
No
|
| | | | 130,000 | | |
NATURE OF AUTHORIZED OPERATION
|
| | | |
Maximum amount
of ordinary shares |
| | | |
Balance
|
| ||||||||
Delegation of authority to the Board of Directors to
grant options to purchase shares of the Company pursuant to the provisions of articles L. 225-177 et seq. of the French Commercial Code |
| |
38 months
|
| | | | 358,528 | | | |
No
|
| | | | 292,428 | | |
|
Number of outstanding ordinary shares as of the opening date of the fiscal year 2020
|
| | | | 29,165,316 | | |
|
Issuance of shares upon exercise of stock-options Jan 1 to Mar 30, 2021
|
| | | | 30,820 | | |
|
Number of outstanding ordinary shares as of March 30, 2021
|
| | | | 29,196,136 | | |
Date
|
| |
Operation
|
| |
Number
of shares issued |
| |
Par value
(€0.13 nominal value / share issued) |
| |
Nominal
value of shares issued (in €) |
| |
Premium
(in €) |
| |
Value of
share increase capital (in €) |
| |
Cumulative
number of shares outstanding |
| ||||||
Jan 1 to Dec 31,
2018 |
| |
Issuance of shares upon
exercise of stock-options |
| | | | 0 | | | |
€0.13
|
| |
€0
|
| |
€0
|
| |
€0
|
| | | | 28,997,866 | | |
Jan 1 to Dec 31,
2019 |
| |
Issuance of shares upon
exercise of stock-options |
| | | | 65,600 | | | |
€0.13
|
| |
€8,528.00
|
| |
€115,556.00
|
| |
€124,084.00
|
| | | | 28,997,866 | | |
Jan 1 to Dec 31,
2020 |
| |
Issuance of shares upon
exercise of stock-options |
| | | | 23,750 | | | |
€0.13
|
| |
€3,087.50
|
| |
€57,175.00
|
| |
€60,262.50
|
| | | | 29,141,566 | | |
Jan 1 to March 30,
2021 |
| |
Issuance of shares upon
exercise of stock-options |
| | | | 30,820 | | | |
€0.13
|
| |
€4,006.60
|
| |
€83,028.20
|
| |
€87,034.80
|
| | | | 29,196,136 | | |
|
Legal fees and expenses
|
| | | | * | | |
|
Accounting fees and expenses
|
| | | | * | | |
|
ADR conversion fees
|
| | | | * | | |
|
SEC registration fee
|
| | | US$ | 13,637.50 | | |
|
Miscellaneous
|
| | | | * | | |
|
Total
|
| | | US$ | * | | |
| By: | | |
/s/ Marc Oczachowski
|
| | By: | | |
/s/ François Dietsch
|
|
| Name: | | | Marc Oczachowski | | | Name: | | | François Dietsch | |
| Title: | | | Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors | | | Title: | | |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
| By: | | |
/s/ Pierre Beysson
|
| | By: | | |
/s/ Marie Meynadier
|
|
| Name: | | | Pierre Beysson | | | Name: | | | Marie Meynadier | |
| Title: | | | Director | | | Title: | | | Director | |
| By: | | |
/s/ Rob Michiels
|
| | By: | | |
/s/ Argil Wheelock
|
|
| Name: | | | Rob Michiels | | | Name: | | | Argil Wheelock | |
| Title: | | | Director | | | Title: | | | Director | |
| By: | | |
/s/ Timothy Heyer
|
| | | | |||
| Name: | | | Timothy Heyer | | | | | | ||
| Title: | | | Vice President – Services and Applications | | | | ||||
| Company: | | | EDAP Technomed Inc. | | | |
| | | |
Description
|
|
| 1.1* | | | Form of Underwriting Agreement | |
| 4.1** | | | By-laws (statuts) of EDAP TMS S.A. as amended as of March 30, 2021 (together with an English translation thereof) (filed as Exhibit 1 of the registrant’s Annual Report on Form 20-F for the year ended December 31, 2020 filed with the Commission on April 7, 2021). | |
| 4.2 | | | Form of Amended and Restated Deposit Agreement between EDAP TMS S.A., The Bank of New York Mellon, as depositary and owners and beneficial owners of American Depositary Shares issued thereunder (incorporated herein by reference to Exhibit 1.2 to Form F-6 dated September 15, 2011, SEC File No. 333-176843). | |
| 4.3 | | | | |
| 4.4* | | | Form of Warrant. | |
| 5.1 | | | | |
| 5.2 | | | | |
| 23.1 | | | | |
| 23.3 | | | Consent of Jones Day (included in Exhibits 5.1 and 5.2). | |
| 24.1 | | | |
This ‘F-3’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 4/7/21 | 20-F | ||
4/6/21 | ||||
3/31/21 | ||||
3/30/21 | 6-K | |||
12/31/20 | 20-F | |||
6/30/20 | ||||
12/31/19 | 20-F | |||
6/28/19 | ||||
4/5/12 | ||||
4/7/08 | ||||
7/31/97 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/07/21 Edap TMS SA 20-F 12/31/20 149:14M Toppan Merrill/FA 9/15/11 Bank of New York/ADR Division F-6EF 9/15/11 4:356K Edap TMS SA Emmet Marvin & Mart… LLP |