As filed with the Securities and Exchange Commission on May 3, 2010. Registration No. 333-138770
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
ALCATEL LUCENT
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
France
(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
(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, 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:
Lauren K. Boglivi, Esq. Proskauer Rose LLP 1585 Broadway New York, NY 10036-8299 | 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
[ ] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
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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(1) to this Registration Statement, which is incorporated herein by reference.
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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 |
1. Name and address of depositary | Introductory Article |
2. 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.
Available Information
Public reports furnished by issuer | Article number 10 |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of ____________, 2010 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.
b.
Form of letter dated March 10, 1997 from the Depositary to Alcatel relating to pre-release activity. – 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. – Not Applicable.
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 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.
(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 depositary shares thirty days before any change in the fee schedule.
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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 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 3, 2010.
Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Alcatel Lucent.
By:
The Bank of New York Mellon,
As Depositary
By:
/s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Vice President
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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 3, 2010.
ALCATEL LUCENT
By: /s/ Paul Tufano
Name: Paul Tufano
Title: Chief Financial Officer
Each person whose signature appears below hereby constitutes and appoints Paul Tufano and Phillipe McAllister, and each of them severally, 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 each of said attorneys 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 attorneys, or any one of them, 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 any of them, or their 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 May 3, 2010.
/s/ Ben Verwaayen
Chief Executive Officer and Director
Ben Verwaayen
(Principal Executive Officer)
/s/ Paul Tufano
Chief Financial Officer
Paul Tufano
(Principal Financial and Accounting Officer)
/s/ Phillipe Camus
Chairman of the Board
Phillipe Camus
/s/ Daniel Bernard
Director
Daniel Bernard
/s/ W. Frank Blount
Director
W. Frank Blount
Director
Stuart E. Eizenstat
/s/ Louis R. Hughes
Director
Louis R. Hughes
/s/ Sylvia Jay
Director
Lady Sylvia Jay
/s/ Jean C. Monty
Director
Jean C. Monty
/s/ Olivier Piou
Director
Olivier Piou
/s/ Jean-Cyril Spinetta
Director
Jean-Cyril Spinetta
/s/ Steven R. Reynolds
Authorized Representative in the United States
Steven R. Reynolds
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INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
1 | Form of Amended and Restated Deposit Agreement dated as of __________, 2010, among Alcatel Lucent, The Bank of New York Mellon, as Depositary, and all Holders from time to time of American Depositary Shares issued thereunder. | |
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