F-6/A 1 e611417_f6a-voxeljet.htm Unassociated Document
 
As filed with the  Securities and Exchange Commission on October 15, 2013
   
Registration No. 333  - 191526
 


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

PRE-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

voxeljet AG
(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)

CITIBANK, N.A.
(Exact name of depositary as specified in its charter)

399 Park Avenue
New York, New York  10043
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

Corporation Service Company
1090 Vermont Avenue N.W.
Washington, DC 20005
(800) 927-9800
 (Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
David S. Rosenthal, Esq.
Berthold A. Hummel, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
(212) 698-3500
 
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, NY  10036
(212) 336-2301

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
Offering Price Per Unit*
Proposed Maximum Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares, each representing one-fifth (1/5) of one ordinary share of voxeljet AG.
NA
NA
NA
NA
*
Each unit represents 100 American Depositary Shares.
**
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, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 

 
 
This Pre-Effective Amendment No. 1 to 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.
 
 
ii

 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
Cross Reference Sheet
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption
 
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
         
1.
Name of Depositary and address of its principal executive office
 
Face of Receipt -  Introductory Article.
       
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 ("ADSs")
 
Face of Receipt  - Upper right corner.
         
 
(ii)
The procedure for voting, if any, the deposited securities
 
Reverse of Receipt  - Paragraphs (16) and (17).
         
 
(iii)
The collection and distribution of dividends
 
Reverse of Receipt - Paragraph (14).
         
 
(iv)
The transmission of notices, reports and proxy soliciting material
 
Face of Receipt  - Paragraph (13);
Reverse of Receipt - Paragraph (16).
         
 
(v)
The sale or exercise of rights
 
Reverse of Receipt – Paragraphs (14)
and (16).
         
 
(vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (14) and (18).
         
 
(vii)
Amendment, extension or termination of the deposit agreement
 
Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions).
         
 
(viii) 
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
 
Face of Receipt - Paragraph (13).
 
 
I-1

 
 
 
(ix) 
Restrictions upon the right to deposit or withdraw the underlying securities   Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
         
 
(x) 
Limitation upon the liability of the Depositary
 
Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
         
3. 
Fees and charges which may be imposed directly or indirectly on holders of ADSs
 
Face of Receipt - Paragraph (10).
         
Item 2. AVAILABLE INFORMATION
 
Face of Receipt - Paragraph (13).
 
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 United States Securities and Exchange Commission (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 located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington, D.C. 20549.
 
 
I-2

 
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.
 
 
I-3

 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Form of Deposit Agreement, by and among voxeljet AG (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”).  ___ 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.  ___ None.
 
 
(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.  ___ None.
 
 
(d)
Opinion of counsel for the Depositary as to the legality of the securities to be registered.  ___ Filed herewith as Exhibit (d).
 
 
(e)
Certificate under Rule 466.  ___ None.
 
 
(f)
Powers of Attorney for certain officers and directors and the authorized representative of the Company.  ___ Previously filed on the signature pages to Registration Statement on Form F-6 (Reg. No. 333-191526) filed with the Commission on October 2, 2013, and incorporated herein by reference.
 
 
II-1

 
 
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 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.
 
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among voxeljet AG, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares to be issued thereunder, 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 Pre-Effective Amendment No. 1 to 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 October 15, 2013.
 
 
Legal entity to be created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing one-fifth (1/5) of one ordinary share of voxeljet AG
 
CITIBANK, N.A., solely in its capacity as Depositary
 
     
       
 
By: 
/s/ Thomas Crane
 
    Name: 
Thomas Crane
 
    Title:
Vice President
 
       
 
 
II-3

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, voxeljet AG 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 Friedberg, Germany on October 15, 2013.
 
 
voxeljet AG
 
     
       
 
By: 
/s/ Dr. Ingo Ederer
 
 
Name:  
Dr. Ingo Ederer
 
 
Title:
Chief Executive Officer
 
       
 
 
II-4

 
 
Pursuant to the requirements of the United States 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
     
Date
         
/s/ Dr. Ingo Ederer          
 
Chief Executive Officer and Member of the Management Board
 
    October 15, 2013
Dr. Ingo Ederer
 
(Principal Executive Officer)
   
         
/s/ Rudolf Franz              
 
Chief Financial Officer and Member of the Management Board
 
    October 15, 2013
Rudolf Franz
 
(Principal Financial Officer and Principal Accounting Officer)
   
         
                  *                     
 
Member of Supervisory Board
 
    October 15, 2013
Prof. Dr. Joachim Heinzl
       
         
                  *                     
 
Member of Supervisory Board
 
    October 15, 2013
Peter Nietzer
       
         
/s/ Dr. Stefan Söhn
 
Member of Supervisory Board
 
    October 15, 2013
Dr. Stefan Söhn
       
 
*By   
/s/ Rudolph Franz
 
 
Rudolph Franz
 
 
Attorney-in-Fact
 
     
                  
 
II-5

 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of the United States Securities Act of 1933, as amended, the undersigned, the registrant’s duly authorized representative in the United States has signed this Pre-Effective Amendment No. 1 to Registration Statement in New York, New York on the 15th day of October, 2013.
 
 
LAW DEBENTURE CORPORATE SERVICES INC.
 
     
       
 
/s/ Amy Segler  
 
Name:  
Amy Segler
 
 
Title:
Service of Process Officer
 
       
 
 
II-6

 
 
Index to Exhibits
 
Exhibit
Document
Sequentially
Numbered Page
     
(a)
Form of Deposit Agreement
 
     
(d)
Opinion of counsel to the Depositary