F-6 POS 1 a11-132_f6.htm POST-EFFECTIVE AMENDMENT NO. 1 a11-132_f6.htm
 
As filed with the Securities and Exchange Commission on November 29, 2011
Registration No. 333-139159      
   
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
___________________________
 
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
____________
 
MELCO CROWN ENTERTAINMENT LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
____________
 
Not Applicable
(Translation of issuer’s name into English)
____________

Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
___________________________
 
Deutsche Bank Trust Company Americas
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
United States
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
____________

CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
United States
(212) 894-8940
(Address, including zip code, and telephone number, including area code, of agent for service)
___________________________
Copies to:
 
Matthew D. Bersani, Esq.
Shearman & Sterling
12/F, Gloucester Tower,
The Landmark
15 Queen’s Road Central
Central, Hong Kong
(852) 2978-8000
  
Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
(44) 20 7532-1400
___________________________
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 (2)
Amount of registration fee
American Depositary Shares, each representing the right to receive three  shares of Melco Crown Entertainment Limited
N/A
N/A
N/A
N/A
 
 
 
 
 
(1)
For the purpose of this table only the term “unit” is defined as one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.
 
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, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
  
This registration statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Deposit Agreement filed as Exhibit (a) to this registration statement and is incorporated herein by reference.
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Required Information
  
Location in Form of Receipt Filed Herewith as Prospectus
         
1. 
Name of depositary and address of its principal executive office
  
Face of Receipt – introductory paragraph
 
         
2.     
Title of Receipts and identity of deposited securities
  
Face of Receipt – top center
         
Terms of Deposit:
    
         
 
(i)
The amount of deposited securities represented by one American Depositary Share (“ADS”)
  
Face of Receipt – upper right corner
 
         
 
(ii) 
The procedure for voting the deposited securities
  
Reverse of Receipt – Articles 14 and 15
         
 
(iii) 
The procedure for collecting and distributing dividends
  
Reverse of Receipt – Articles 13 and 14
         
 
(iv) 
The procedures for transmitting notices, reports and proxy soliciting material
  
Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
         
 
(v) 
The sale or exercise of rights
  
Reverse of Receipt – Articles 13 and 14
         
 
(vi) 
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
         
 
(vii) 
Amendment, extension or termination of the deposit arrangements
  
Reverse of Receipt – Articles 20 and 21
         
 
(viii) 
The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
  
Face of Receipt – Article 12
         
 
(ix) 
Restrictions upon the right to transfer or withdraw the underlying securities
  
Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10
Reverse of Receipt – Article 22
         
 
(x)    
Limitation on the depositary’s liability
  
Face of Receipt – Article 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
         
3.     
Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
  
Face of Receipt – Article 9
 
 
 
 
Item 2. AVAILABLE INFORMATION

Required Information
  
Location in Form of Receipt Filed Herewith as Prospectus
         
(b) 
Periodic reporting requirements and certain reports filed with the Commission
  
Face of Receipt – Article 12

Melco Crown Entertainment Limited (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and furnishes certain reports to, the Commission.  These reports can be retrieved from the Commission’s internet website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
 
(a)
Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”).  — Previously filed.

 
(b)
Form of Amended and Restated Deposit Agreement, including the form of American Depositary Receipt — filed herewith as Exhibit (a).

 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder or the custody of the deposited securities represented thereby. — Not applicable.
 
 
(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. — Not applicable.
 
 
(d)
Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered.  — Previously filed.
 
 
(e)
Certificate under Rule 466. — Not applicable.
 
 
(f)
Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto.
 
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 ADSs, 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 amount of fees charged is 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 ADS thirty (30) days before any change in the fee schedule.
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 29, 2011.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of Receipts for ordinary shares, of Melco Crown Entertainment Limited.
  
       
 
Deutsche Bank Trust Company Americas, as Depositary
  
       
 
By:
 /s/ James Kelly  
    Name:  James Kelly   
    Title:  Vice President  
       
       
 
By:
 /s/ Christopher Konopelko  
    Name: Christopher Konopelko  
    Title:  Vice President  
       
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Melco Crown Entertainment Limited 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on November 29, 2011.
 
 
 
  
       
       
 
By:
/s/ Lawrence (Yau Lung) Ho  
    Name: Lawrence (Yau Lung) Ho  
    Title:   Co-Chairman and Chief Executive Officer
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form F-6 has been signed by the following persons in the following capacities on ­­­­­­­­­­­­November 29, 2011.
 
Signature
  
Title
     
/s/ Lawrence (Yau Lung) Ho  
Co-Chairman and Chief Executive Officer
Name: Lawrence (Yau Lung) Ho
  
(principal executive officer)
     
/s/ Geoffrey Davis  
Chief Financial Officer
Name: Geoffrey Davis
  
(principal financial and accounting officer)
     
   
Co-Chairman
Name: James D. Packer
    
     
   
Director
Name: Clarence (Yuk Man) Chung
    
     
   
Director
Name: Rowen B. Craigie
    
     
/s/ William T. Nisbet  
Director
Name: William T. Nisbet
    
     
   
Director
Name: John Wang
    
     
 
By: 
 /s/ Lawrence (Yau Lung) Ho
     
 
Name: Lawrence (Yau Lung) Ho
    Attorney-in-Fact
 
 
 
 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Melco Crown Entertainment Limited, has signed this registration statement or amendment thereto in Newark, Delaware, on November 29, 2011.
 
 
Authorized Representative
  
       
       
 
By:
/s/ Donald J. Puglisi  
    Name: Donald J. Puglisi  
    Title:   Managing Director
 
 
 
Index to Exhibits
 
Exhibit
   Document
 
(a)
  
Form of Amended and Restated Deposit Agreement