As filed with the Securities and Exchange Commission on June 4, 2007
Registration No. 333-122237
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SCOR
(Exact name of registrant as specified in its charter)
The Republic of France (State or other jurisdiction of incorporation or organization) |
Not Applicable (I.R.S. Employer Identification No.) |
1, Avenue du Général de Gaulle
92800 Puteaux, France
(Address of principal executive offices)
Specific Stock Options Plan for the Subscription of Shares to be Issued, dated August 25, 2005
(Full title of the plan)
Maxine Verne, Esq.
SCOR U.S. Corporation
199 Water Street
New York, NY 10038-3526
(Name and address of agent for service)
(212) 884-9003
(Telephone number, including area code, of agent for service)
Copies to:
Armand Grumberg, Esq. Adrian J. S. Deitz, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 68, rue de Faubourg Saint-Honoré 75008 Paris France +33 1 55 27 11 00 |
Emmanuelle Rousseau SCOR 1, Avenue du Général de Gaulle 92800 Puteaux France +33 1 46 98 71 70 |
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DEREGISTRATION OF SECURITIES
SCOR, a société anonyme organized under the laws of the French Republic (the Company) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement (File No. 333-122237, the "Registration Statement") to deregister certain ordinary shares issuable upon exercise of stock options issued pursuant to the Company's Specific Stock Option Plan for the Subscription of Shares to be Issued, dated September 16, 2005.
On May 24, 2007, the Company announced its intention to apply for the voluntary delisting of its American Depositary Shares (ADSs) from the New York Stock Exchange (NYSE) and to voluntarily terminate the registration of its ordinary shares and ADSs under the U.S. Securities Exchange Act of 1934. Accordingly, this post-effective amendment is being filed to terminate the Registration Statement and to deregister, as of the date hereof, all of the ordinary shares that remain unissued under the Registration Statement.
Contemporaneously with the filing of this post-effective amendment, the Company is filing with the Securities and Exchange Commission (i) notification of removal from listing and/or registration under section 12(b) of the Securities Exchange Act of 1934 on Form 25; and (ii) certification of a foreign private issuer's termination of registration of a class of securities under section 12(g) of the Securities Exchange Act of 1934 on Form 15F.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Paris, Country of France, on June 4, 2007.
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SCOR | |
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By: |
/s/ Emmanuelle Rousseau |
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Emmanuelle Rousseau |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ Denis Kessler* Denis Kessler |
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Chairman and Chief Executive Officer (Principal Executive Officer) |
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June 4, 2007 |
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/s/ Marcel Kahn* Marcel Kahn |
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Chief Financial Officer |
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June 4, 2007 |
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/s/ Aymeric Oudin* Aymeric Oudin |
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Principal Accounting Officer
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June 4, 2007 |
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Luc Rougé |
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Director |
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June 4, 2007 |
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/s/ Helman le Pas de Sécheval* Helman le Pas de Sécheval |
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Director |
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June 4, 2007 |
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/s/ Antonio Borgès* Antonio Borgès |
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Director |
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June 4, 2007 |
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/s/ Allan Chapin, Esq.* Allan Chapin, Esq. |
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Director |
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June 4, 2007 |
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/s/ Daniel Havis* Daniel Havis |
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Director |
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June 4, 2007 |
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/s/ Daniel Lebègue* Daniel Lebègue |
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Director |
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June 4, 2007 |
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/s/ André Levy-Lang* André Levy-Lang |
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Director |
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June 4, 2007 |
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/s/ Herbert Schimetschek* Herbert Schimetschek |
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Director |
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June 4, 2007 |
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/s/ Jean-Claude Seys* Jean-Claude Seys |
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Director |
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June 4, 2007 |
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/s/ Jean Simonnet* Jean Simonnet |
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Director |
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June 4, 2007 |
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/s/ Claude Tendil* Claude Tendil |
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Director |
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June 4, 2007 |
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/s/ Carlo Acutis* Carlo Acutis |
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Director |
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June 4, 2007 |
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/s/ Daniel Valot* Daniel Valot |
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Director |
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June 4, 2007 |
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Georges Chodron de Courcel |
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Non-voting Director |
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June 4, 2007 |
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SCOR U.S. CORPORATION |
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Authorized U.S. Representative |
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/s/ Maxine Verne* Maxine Verne |
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Senior Vice President, General Counsel and Corporate Secretary |
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June 4, 2007 |
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* By: |
/s/ Emmanuelle Rousseau |
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Emmanuelle Rousseau Attorney-in-Fact
Date: June 4, 2007 |