As filed with the Securities and Exchange Commission on February 11, 2011
Registration No. 333-110428
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST EFFECTIVE AMENDMENT NO.1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
ELAN CORPORATION PLC
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
REPUBLIC OF IRELAND
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 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 Mellon
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:
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
[ ] 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 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(c) 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(c) may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by previous Registration Statements on Form F-6 of the registrant (Regis. Nos. 333-10316 and 333-09304).
The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No.1 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 identity of
Face of Receipt, top center
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, the deposited
Articles number12, 13 and 17
securities
(iii) The collection and distribution of dividends
Articles number 4, 6, 11, 12, 14, 16, 17 and 23
(iv) The transmission of notices, reports and proxy
Articles number 10, 12, 13, 15 and
soliciting material
17
(v) The sale or exercise of rights
Articles number 11, 12, 14, 16 and 17
(vi) The deposit or sale of securities resulting from
Articles number 11, 12, 14, 16, 17
dividends, splits or plans of reorganization
and 23
(vii) Amendment, extension or termination of the
Articles number 19 and 20
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 15
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to transfer or
Articles number 2, 3, 4, 5, 6, 8, 16,
withdraw the underlying securities
20 and 21
(x) Limitation upon the liability of the depositary
Articles number 17, 18, 20, 21 and
23
3. Fees and Charges
Articles number 6 and 8
Item – 2.
Available Information
Public reports furnished by issuer
Article number 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of May 17, 1996, as further amended and restated as of November 12, 2003, and as further amended and restated as of _____________, 2011, among Elan Corporation plc, The Bank of New York Mellon as Depositary, and all Holders from time to time of American Depositary Shares 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. – Previously Filed.
e.
Certification under Rule 466. - Not Applicable.
Item - 4.
Undertakings
Previously Filed.
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 Post-Effective Amendment No.1 to the 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 February 11, 2011.
Legal entity created by the agreement for the issuance of American Depositary Shares for Ordinary Shares, of Elan Corporation plc.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, ELAN CORPORATION PLC has caused this Post-Effective Amendment No.1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Dublin, Republic of Ireland on February 11, 2011.
ELAN CORPORATION PLC
By: /s/ Kelly Martin
Name: Kelly Martin
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.1 to the Registration Statement has been signed by the following persons in the capacities indicated on February 11, 2011.
/s/ Robert A. Ingram | /s/ Kelly Martin |
Robert A. Ingram | Kelly Martin |
Chairman | Director |
/s/ Shane Cook | /s/ Nigel Clerkin |
Shane Cook | Nigel Clerkin |
Director | Principal Accounting Officer |
/s/ Lars Ekman | /s/ Jonas Frick |
Lars Ekman | Jonas Frick |
Director | Director |
/s/ Gary Kennedy | /s/ Patrick Kennedy |
Gary Kennedy | Patrick Kennedy |
Director | Director |
/s/ Giles Kerr | /s/ Kieran McGowan |
Giles Kerr | Kieran McGowan |
Director | Director |
/s/ Kyran McLaughlin | /s/ Donal O’Connor |
Kyran McLaughlin | Donal O’Connor |
Director | Director |
/s/ Richard Pilnik | /s/ Dennis Selkoe |
Richard Pilnik | Dennis Selkoe |
Director | Director |
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Amended and Restated Deposit Agreement dated as of
May 17, 1996, as further amended and restated as of November 12, 2003,
and as further amended and restated as of _____________, 2011,
among Elan Corporation plc, The Bank of New York Mellon as
Depositary, and all Holders from time to time of American
Depositary Shares issued thereunder.