As filed with the Securities and Exchange Commission on June 4, 2007
Registration No. 333-13276
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 2 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
SPIRENT COMMUNICATIONS PLC
(Formerly known as SPIRENT PLC)
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
United Kingdom
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(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
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:
Katherine Ashton, Esq. Debevoise & Plimpton LLP Tower 42 Old Broad Street London EC2N 1HQ United Kingdom | 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
[X] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary Receipts and
Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i)
The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii)
The procedure for voting, if any,
Articles number 15, 16 and 18
the deposited securities
(iii)
The collection and distribution of
Articles number 4, 12, 13,
dividends
15 and 18
(iv)
The transmission of notices, reports
Articles number 11, 15, 16
and proxy soliciting material
and 18
(v)
The sale or exercise of rights
Articles number 13, 14, 15
and 18
(vi)
The deposit or sale of securities
Articles number 12, 13, 15,
resulting from dividends, splits
17 and 18
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 20 and 21
of the deposit agreement
(i)
Rights of holders of American Depositary
Article number 11
Receipts to inspect the transfer books of the
depositary and the list of holders of American
Depositary Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 5, 6,
or withdraw the underlying securities
8 and 22
(x)
Limitation upon the liability
Articles number 14, 18, 19 and 21
of the depositary
3.
Fees and Charges
Articles number 7 and 8
Item 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of May 5, 2000, as further amended and restated as of March 23, 2001 and July 10, 2001, among Spirent plc, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - 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. - See (a) 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. - Filed herewith as Exhibit 5.
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 ADRs, 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 ADR thirty days before any change in the fee schedule.
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 June 4, 2007.
Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares of Spirent Communications plc.
The Bank of New York,
As Depositary
By: /s/ David S. Stueber
Name: David S. Stueber
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Spirent Communications plc has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Crawley, England on June 4, 2007.
SPIRENT COMMUNICATIONS PLC
By: /s/ Eric G. Hutchinson
Name: Eric G. Hutchinson
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 4, 2007.
/s/ Edward John Bramson
Director and Acting Chief Executive Officer
Edward John Bramson
(principal executive officer)
/s/ Eric G. Hutchinson
Director and Chief Financial Officer
Eric G. Hutchinson
(principal financial officer and principal accounting officer)
/s/ Ian Brindle
Director
Ian Brindle
/s/ Alexander Walker
Director
Alexander Walker
/s/ Gerard L. Eastman, Jr.
Director
Gerard L. Eastman, Jr.
Spirent Holdings Corporation
Authorized Representative in the United States
By: /s/ Frank V. Pizzi
Name: Frank V. Pizzi
Title: President
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
1 | Form of Amended and Restated Deposit Agreement dated as of May 5, 2000, as further amended and restated as of March 23, 2001 and July 10, 2001, among Spirent plc, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. | |
5 | Certificate under Rule 466. | |