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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/09/05 Gentium S.p.A. F-6 3:220K Merrill Corp/New/FA |
Document/Exhibit Description Pages Size
1: F-6 Registration of Depositary Shares Evidenced by HTML 33K
American Depositary Receipts (Not
Effective Immediately)
2: EX-1 Underwriting Agreement HTML 188K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 8K
Liquidation or Succession
As filed with the Securities and Exchange Commission on June 9, 2005.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
GENTIUM S.p.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Republic of Italy
(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, N.Y. 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
o immediately upon filing
o on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [X]
CALCULATION OF REGISTRATION FEE
| Title of each class of Securities to be registered |
Amount to be registered |
Proposed maximum aggregate price per unit (1) |
Proposed maximum aggregate offering price (1) |
Amount of registration fee |
||||
|---|---|---|---|---|---|---|---|---|
| American Depositary Shares representing ordinary shares of Gentium S.p.A. | 20,000,000 American Depositary Shares | $5.00 | $1,000,000 | $117.70 | ||||
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(a) 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(a), may determine.
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this 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
| Item Number and Caption |
Location in Form of Receipt Filed Herewith as Prospectus |
|||
|---|---|---|---|---|
| 1. | Name and address of depositary | Introductory Article | ||
2. |
Title of American Depositary Receipts and identity of deposited securities |
Face of Receipt, top center |
||
Terms of Deposit: |
||||
(i) |
The amount of deposited securities represented by one unit of American Depositary Receipts |
Face of Receipt, upper right corner |
||
(ii) |
The procedure for voting, if any, the deposited securities |
Articles number 15, 16 and 18 |
||
(iii) |
The collection and distribution of dividends |
Articles number 4, 12, 13, 15 and 18 |
||
(iv) |
The transmission of notices, reports and proxy soliciting material |
Articles number 11, 15, 16 and 18 |
||
(v) |
The sale or exercise of rights |
Articles number 13, 14, 15 and 18 |
||
(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
Articles number 12, 13, 15, 17 and 18 |
||
(vii) |
Amendment, extension or termination of the deposit agreement |
Articles number 20 and 21 |
||
(viii) |
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts |
Article number 11 |
||
(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities |
Articles number 2, 3, 4, 5, 6 and 8 |
||
(x) |
Limitation upon the liability of the depositary |
Articles number 14, 18, 19 and 21 |
||
3. |
Fees and Charges |
Articles number 7 and 8 |
||
| Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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.
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.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 8, 2005.
| Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares of Gentium S.p.A.. | |||||
By: |
The Bank of New York, |
||||
As Depositary |
|||||
By: |
/s/ MICHAEL F. FINK |
||||
Pursuant to the requirements of the Securities Act of 1933, Gentium S.p.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Villa Guardia (Como), Italy, on June 8, 2005.
GENTIUM S.p.A. |
|||
By: |
/s/ DR. LAURA FERRO Name: Dr. Laura Ferro Title: President and Chief Executive Officer |
||
Each person whose signature appears below hereby constitutes and appoints Dr. Laura Ferro his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto said attorney full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorney, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or its substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on June 8, 2005.
| /s/ DR. LAURA FERRO Dr. Laura Ferro |
President, Chief Executive Officer and Director (principal executive officer) | |
/s/ CARY GROSSMAN Cary Grossman |
Executive Vice-President, Chief Financial Officer Authorized Representative in the United States (principal financial officer) |
|
/s/ SALVATORE CALABRESE Salvatore Calabrese |
Vice-President, Finance and Secretary (controller) |
|
/s/ SAURO CARSANA Sauro Carsana |
Director |
|
/s/ GIGLIOLA BERTOGLIO Gigliola Bertoglio |
Director |
| Exhibit Number |
Exhibit |
|
|---|---|---|
| 1 | Form of Deposit Agreement dated as of , 2005, among Gentium S.p.A., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. | |
2 |
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. |
| This ‘F-6’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/9/05 | F-1/A | ||
| 6/8/05 | ||||
| List all Filings | ||||