SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
THE SECURITIES ACT OF 1933
For Depositary Shares
(Exact name of issuer of deposited securities as specified in its charter)
(Translation of issuer's name into English)
(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, N.Y. 10286
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
The Bank of New York Mellon
One Wall Street, 29th Floor
New York, New York 10286
(Address, including zip code, and telephone number, including area code, of agent for service)
Lauren K. Boglivi, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036-8299
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
New York, New York 10271
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
- # -
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
- # -
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption
Location in Form of Receipt
Name and address of depositary
Title of American Depositary Receipts and identity of deposited securities
First page of Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities represented by one unit of American Depositary Receipts
First page of Receipt, upper right corner
(ii) The procedure for voting, if any, the deposited securities
Articles number 12, 13 and 17
(iii) The collection and distribution of dividends
Articles number 4, 11, 12, and 17
(iv) The transmission of notices, reports and proxy soliciting material
Articles number 12,13,15 and 17
(v) The sale or exercise of rights
Articles number 11, 12 and 17
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization
Articles number 11, 12, 14 and 17
(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 15
(ix) Restrictions upon the right to deposit or withdraw the underlying securities
Articles number 2, 3, 4, 5, 17, 18 and 23
(x) Limitation upon the liability of the depositary
Articles number 11, 17, 19, 21, 23 and 24
3. Fees and Charges
Articles number 6 and 18
Item - 2.
Public reports furnished by issuer
Article number 10
- # -
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Form of Amended and Restated Deposit Agreement dated as of __________, 2011 among Alcatel Lucent, The Bank of New York Mellon, as Depositary, and all Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
Form of letter dated March 10, 1997 from the Depositary to Alcatel relating to pre-release activity. Filed previously.
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.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. Filed previously.
Certification under Rule 466. Not Applicable.
Item - 4.
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the depositary shares, 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 depositary shares 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 May 20, 2011.
Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Alcatel Lucent.
The Bank of New York Mellon,
/s/ Robert Goad
Name: Robert Goad
Title: Managing Director
- # -
Pursuant to the requirements of the Securities Act of 1933, Alcatel Lucent has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Paris, France, on May 18, 2011.
By: /s/ Paul Tufano
Name: Paul Tufano
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on May 18, 2011 on behalf of the following persons in the capacities indicated below.
/s/ Ben Verwaayen
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Paul Tufano
Chief Financial Officer
(Principal Financial and Accounting Officer)
Chairman of the Board
W. Frank Blount
Stuart E. Eizenstat
Louis R. Hughes
Lady Sylvia Jay
Jean C. Monty
/s/ Stephen R. Reynolds
Authorized Representative in the United States
Stephen R. Reynolds
* By: /s/ Paul Tufano
- # -
INDEX TO EXHIBITS
Form of Amended and Restated Deposit Agreement dated as of _________, 2011, among Alcatel Lucent, The Bank of New York Mellon, as Depositary, and all Holders from time to time of American Depositary Shares issued thereunder.
Form of letter dated March 10, 1997 from the Depositary to Alcatel relating to pre-release activity.
- # -