As filed with the Securities and Exchange Commission on March 12, 2008
Registration No. 333-123985
_____________________
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 Depositary Shares Evidenced by American Depositary Receipts
of
METAL STORM LIMITED (ACN 064 270 006)
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
STATE OF QUEENSLAND, COMMONWEALTH OF AUSTRALIA
(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, 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
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 a previous Registration Statement on Form F-6 of the registrant (Regis. No. 333-14158).
The prospectus consists of the proposed revised 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 to the 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 American Depositary
deposited securities
Receipt, top center
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
Paragraphs (15) and (16)
securities
(iii) The collection and distribution of dividends
Paragraphs (12), (14) and (15)
(iv) The transmission of notices, reports and proxy
Paragraphs (11), (15) and (16)
soliciting material
(v) The sale or exercise of rights
Paragraph (13)
(vi) The deposit or sale of securities resulting from
Paragraphs (12) and (17)
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Paragraphs (20) and (21)
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Paragraph (11)
transfer books of the depositary and the list of
holders of America Depositary Receipts
(ix) Restrictions upon the right to deposit of
Paragraphs (2), (3), (4), (5), (6)
withdraw the underlying securities
and (8)
(x) Limitation upon the liability of the depositary
Paragraphs (13) and (18)
3. Fees and Charges
Paragraph (7)
Item – 2.
Available Information
Public reports furnished by issuer
Paragraph (11)
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of July 31, 2000, as amended and restated as of December 12, 2001, as further amended and restated as of ______________, 2008 among Metal Storm Limited, 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. - 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 March 12, 2008.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares, without Par Value, of Metal Storm Limited.
By:
The Bank of New York,
As Depositary
By:
/s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Metal Storm Limited 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 State of Queensland,
Commonwealth of Australia on March 12, 2008.
METAL STORM LIMITED
By:
/s/ Dr. Lee J. Finniear
Name: Dr. Lee J. Finniear
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 March 12, 2008.
/s/ Terence J. O’Dwyer
/s/ James M. Crunk
Name: Terence J. O’Dwyer
Name: James M. Crunk
Director
Authorized U.S. Representative
/s/ James M. Crunk
/s/ Brett Farmer
Name: James M. Crunk
Name: Brett Farmer
Director
Chief Financial Officer
Principal Accounting Officer
/s/ Dr. Peter D. Johnson
/s/ Dr. Lee J. Finniear
Name: Dr. Peter D. Johnson
Name: Dr. Lee J. Finniear
Director
Chief Executive Officer
/s/ John R. Nicholls
Name: John R. Nicholls
Director
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of July 31, 2000, as amended
and restated as of December 12, 2001, as further amended
and restated as of ______________, 2008 among Metal Storm Limited,
The Bank of New York as Depositary, and all Owners and Beneficial
Owners
from time to time of American Depositary Receipts issued
thereunder.
4
Previously Filed.
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