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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/04/15 Citibank, N.A./ADR F-6 3:818K Cellectis S.A. E-Data Systems, Inc./FA |
Document/Exhibit Description Pages Size 1: F-6 Registration of Depositary Shares Evidenced by HTML 78K American Depositary Receipts (Not Effective Immediately) 2: EX-99.(A) Miscellaneous Exhibit HTML 430K 3: EX-99.(D) Miscellaneous Exhibit HTML 11K
Unassociated Document |
As filed with the Securities and Exchange Commission on March 4, 2015
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Registration No. 333 -
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It is proposed that this filing become effective under Rule 466:
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o immediately upon filing.
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oon (Date) at (Time).
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Aggregate Price Per Unit*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American Depositary Shares, each representing one (1) ordinary share, nominal value €0.05 per share, of Cellectis S.A.
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100,000,000 American
Depositary Shares
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$5.00
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$5,000,000
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$581.00
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**
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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 Shares
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Item Number and Caption |
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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1. |
Name of Depositary and address of its principal executive office
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Face of Receipt - Introductory Article.
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2. |
Title of Receipts and identity of deposited securities
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Face of Receipt - Top Center.
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Terms of Deposit:
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(i) |
The amount of deposited securities represented by one American Depositary Share ("ADSs")
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Face of Receipt - Upper right corner.
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(ii) |
The procedure for voting, if any, the deposited securities
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Reverse of Receipt - Paragraphs (16) and (17).
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(iii) |
The collection and distribution of dividends
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Reverse of Receipt - Paragraph (14).
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(iv) |
The transmission of notices, reports and proxy soliciting material
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Face of Receipt - Paragraph (13);
Reverse of Receipt - Paragraph (16).
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(v) |
The sale or exercise of rights
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Reverse of Receipt – Paragraphs (14) and (16).
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (14) and (18).
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(vii) |
Amendment, extension or termination of the deposit agreement
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Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions).
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(viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
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Face of Receipt - Paragraph (13).
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
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(x) |
Limitation upon the liability of the Depositary
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Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
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3. |
Fees and charges which may be imposed directly or indirectly on holders of ADSs
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Face of Receipt - Paragraph (10).
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Item 2. AVAILABLE INFORMATION
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Face of Receipt - Paragraph (13).
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(a)
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Form of Deposit Agreement, by and among the Company, Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). — Filed herewith as Exhibit (a).
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. — None.
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(c)
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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. — None.
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(d)
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Opinion of counsel for the Depositary as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
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(f)
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Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Set forth on the signature pages hereto.
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, 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.
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(b)
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If the amount of fees charged is 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 ADS thirty (30) days before any change in the fee schedule.
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Legal entity to be created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing one (1) ordinary share, nominal value €0.05 per share, of Cellectis S.A.
CITIBANK, N.A., solely in its capacity as Depositary
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By:
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/s/ Keith Galfo | |
Name: Keith Galfo
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Title: Vice President
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CELLECTIS S.A.
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By:
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/s/ André Choulika | |
Name: | |||
Title: |
Chief Executive Officer
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Signature
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Title
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/s/ André Choulika
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Chief Executive Officer, Chairman of the
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Board and Co-Founder
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(Principal Executive Officer)
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/s/ Thierry Moulin
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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/s/ Mathieu Simon
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Director, Executive Vice President, Chief Operating Officer
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/s/ David Sourdive
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Director, Executive Vice President, Corporate Development
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and Co-Founder
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/s/ Alain Godard
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Director
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/s/ Pierre Bastid |
Director
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Pierre Bastid | |||
/s/ Laurent Arthaud |
Director
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Laurent Arthaud | |||
Director
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Annick Schwebig | |||
Donald Puglisi,
Authorized Representative in the United States
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By: | |||
Name: Donald J. Puglisi
Title: Managing Director
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Exhibit
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Document
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Sequentially
Numbered Page
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(a)
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Form of Deposit Agreement
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(d)
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Opinion of counsel to the Depositary
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This ‘F-6’ Filing | Date | Other Filings | ||
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Filed on: | 3/4/15 | None on these Dates | ||
List all Filings |