As filed with the Securities and Exchange Commission on January 31, 2013
Registration No. 333-143546
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 2 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
ICON plc
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Republic of Ireland
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(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 Mellon
ADR Division
One Wall Street, 11th 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:
Brian D. Obergfell, 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. [ ]
EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
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 | 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 or | Articles number 2, 3, 4, 5, 6, 8 and |
withdraw the underlying securities | 22 |
(x) Limitation upon the liability of the depositary | Articles number 13, 18, 19 and 21 |
3. Fees and Charges | Articles number 7 and 8 |
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 Deposit Agreement dated as of May 20, 1998, as amended and restated as of December 28, 2007, among ICON plc, The Bank of New York, as Depositary, and all Holders from time to time of American Depositary Receipts issued thereunder. -- Filed previously. |
b. | Form of letter agreement among ICON plc and The Bank of New York relating to pre-release activities. – Filed previously. |
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. – Filed previously. |
e. | Certification under Rule 466. – Filed herewith as Exhibit 5. |
Item - 4. Undertakings
(a) 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.
(b) 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.
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. 2 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, on January 31, 2013.
Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares of ICON plc.
By: The Bank of New York Mellon,
As Depositary
By: /s/ U. Marianne Erlandsen
Name: U. Marianne Erlandsen
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, ICON plc has caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Dublin, Ireland, on January 31, 2013.
ICON plc
By: /s/ Ciaran Murray
Name: Ciaran Murray
Title: Chief Executive Officer
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 January 31, 2013.
/s/ Thomas Lynch |
Chairman of the Board, Director |
Thomas Lynch | |
/s/ Ciaran Murray |
Chief Executive Officer, Director |
Ciaran Murray | (principal executive officer) |
/s/ Brendan Brennan |
Chief Financial Officer, Chief Accounting Officer |
Brendan Brennan | (principal financial and accounting officer) |
/s/ Dr. John Climax |
Director |
Dr. John Climax | |
|
Director |
Dr. Ronan Lambe | |
|
Director |
Prof. Dermot Kelleher | |
/s/ Declan McKeon |
Director |
Declan McKeon | |
|
Director |
Cathrin Petty | |
/s/ Dr. Bruce Given |
Director |
Dr. Bruce Given | |
|
General Counsel and Company Secretary |
Diarmaid Cunningham | |
/s/ Donald J. Puglisi |
Authorized Representative in the United States |
Donald J. Puglisi | |
Managing Director | |
Puglisi & Associates | |
INDEX TO EXHIBITS
Exhibit Number |
Exhibit | |
5 | Certificate under Rule 466. | |