F-6 1 v099463_f6.htm
As filed with the U.S. Securities and Exchange Commission on January 11, 2008
Registration No. 333-


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
Evotec Aktiengesellschaft
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)

Federal Republic of Germany
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Corporation Service Company
1133 Avenue of the Americas
Suite 3100
New York, NY 10036
( 866) 403 -5272
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
 
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
Stanford N. Goldman, Jr., Esq
Daniel H. Follansbee, Esq.
Eric J. Loumeau, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000

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 evidenced by American Depositary Receipts, each American Depositary Share representing two ordinary bearer share of Evotec Aktiengesellschaft
50,000,000
American Depositary Shares
$0.05
$2,500,000
$98.25
 
(1)
Each unit represents 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 Receipts
 
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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 

 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption  
Location in Form of American Depositary Receipt Filed Herewith as Prospectus
       
(1)
Name and address of Depositary
 
Introductory paragraph
(2) 
Title of American Depositary Receipts and identity of deposited securities
 
Face of American Depositary Receipt, top center
 
Terms of Deposit:
   
  (i)
Amount of deposited securities represented by one unit of American Depositary Shares
 
Face of American Depositary Receipt, upper right corner
  (ii) 
Procedure for voting, if any, the deposited securities
 
Paragraph (12)
  (iii) 
Collection and distribution of dividends
 
Paragraphs (4), (5), (7) and (10)
  (iv) 
Transmission of notices, reports and proxy soliciting material
 
Paragraphs (3), (8) and (12)
  (v) 
Sale or exercise of rights
 
Paragraphs (4), (5) and (10)
  (vi) 
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Paragraphs (4), (5), (10) and (13)
  (vii) 
Amendment, extension or termination of the Deposit Agreement
 
Paragraphs (16) and (17)
  (viii) 
Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
 
Paragraph (3)
  (ix) 
Restrictions upon the right to deposit or withdraw the underlying securities
 
Paragraphs (1), (2), (4), and (5)
  (x) 
Limitation upon the liability of the Depositary
 
Paragraph (14)
(3)
Fees and Charges
 
Paragraph (7)
 
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Item 2. AVAILABLE INFORMATION

 
Item Number and Caption 
 
Location in Form of American Depositary Receipt Filed Herewith as Prospectus
       
(b)
Statement that Evotec Aktiengesellschaft is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
 
Paragraph (8)
 
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PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
(a)
Form of Deposit Agreement. Form of Deposit Agreement dated as of , 2008 among Evotec Aktiengesellschaft, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares 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 Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).
 
(e)
Certification under Rule 466. Not applicable.
 
(f)
Power of Attorney. Included as part of 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 American Depositary Receipts, 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 American Depositary Receipt thirty days before any change in the fee schedule.
 
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SIGNATURE

 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, 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 January 11, 2008.
     
  Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
   
 
By:
JPMORGAN CHASE BANK, N.A., as Depositary
 
 
 
 
 
 
  By:   /s/ Melinda L. VanLuit .
 
 
Name:  

Melinda L. VanLuit
 
Title: 
Vice President
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Evotec Aktiengesellschaft 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 Hamburg, Federal Republic of Germany on January 11, 2008.
 
     
  Evotec AG
 
 
 
 
 
 
  By:   /s/ Jörn Aldag .
 
 
Name:  

Jörn Aldag
  Member of the Management Board
 
     
  By:   /s/ Klaus Maleck .
 
 
Name:  

Klaus Maleck
  Member of the Management Board
 
     
  Evotec AG
 
 
 
 
 
 
  By:   /s/ Jörn Aldag .
 
 
Name:  

Jörn Aldag
  President & Chief Executive Officer
 
     
  Evotec AG
 
 
 
 
 
 
  By:   /s/ Klaus Maleck
 
 
Name:  

Klaus Maleck
  Chief Financial Officer
 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Klaus Maleck and Christian von Spiegal, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she may or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
       
Signature
 
Title
Date
       
       
By: /s/Jörn Aldag .
 
Member of the Management Board
January 11, 2008
Name:  Jörn Aldag
     
       
By: /s/Klaus Maleck
 
Member of the Management Board
January 11, 2008
Name:  Klaus Maleck
     
       
By: /s/Jörn Aldag
 
President & Chief Executive Officer
January 11, 2008
Name:  Jörn Aldag
     
       
By: /s/Klaus Maleck
 
Chief Financial Officer
January 11, 2008
Name:  Klaus Maleck
     
 
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 

Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Evotec Aktiengesellschaft has signed this Registration Statement or amendment thereto on this January 11, 2008.
 
     
 
 
 
 
 
 
  By:   /s/ Cony d’Cruz .
 
 
Name:  

Cony d’Cruz
  Title: Senior Vice President of Business Development Evotec AG
  Authorized Representative in the United States

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INDEX TO EXHIBITS

Exhibit
Number
 
   
(a)
Form of Deposit Agreement.
   
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.

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