As
filed with the U.S. Securities and Exchange Commission on April 7,
2008
Registration
No. 333-130118
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
F-6
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
For
Depositary Shares Evidenced by American Depositary
Receipts
___________________
PIXELPLUS
CO., LTD.
(Exact
name of issuer of deposited securities as specified in its
charter)
N/A
(Translation
of issuer's name into English)
Republic
of Korea
(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)
____________________
CT
Corporation System
111
Eighth Avenue, 13th Floor
New
York, New York 10011
(212) 894-8400
(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, 44
th
Floor
New
York, New York 10022
(212)
319-7600
|
It
is
proposed that this filing become effective under Rule 466
o
immediately
upon
filing
x
on
April 14, 2008
at 8:30 a.m. (EST)
If
a
separate registration statement has been filed to register the deposited
shares,
check the following box.
o
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 common shares of Pixelplus Co.,
Ltd.
|
N/A
|
N/A
|
N/A
|
N/A
|
(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 evidencing American Depositary
Shares.
|
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 Amendment
to
Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement,
which is incorporated herein by reference.
CROSS
REFERENCE SHEET
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
|
|
|
Location
in Form of American Depositary
|
Item
Number and Caption
|
|
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)
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(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)
|
Item
2. AVAILABLE INFORMATION
Item
Number and Caption
|
|
Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
|
|
|
|
|
(b)
|
Statement
that Pixelplus Co., Ltd. is subject to the periodic reporting requirements
of the Securities Exchange Act of 1934, as amended, 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)
|
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
3.
EXHIBITS
|
(a)(1)
|
Form
of Deposit Agreement
.
Form
of Deposit Agreement dated as of , 2005 among Pixelplus Co., Ltd.,
JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and
all
holders from time to time of ADRs issued thereunder (the "Deposit
Agreement"). Previously filed as exhibit (a) to Registration Statement
333-130118 and incorporated herein by
reference.
|
|
(a)(2)
|
Form
of Amendment to Deposit Agreement,
including the Form of American Depositary Receipt, is filed herewith
as
Exhibit (a)(2).
|
|
(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
.
Previously
filed as exhibit (d) to Registration Statement 333-130118 and incorporated
herein by reference.
|
|
(e)
|
Certification
under Rule 466.
Filed herewith as Exhibit
(e).
|
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.
|
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 Post-Effective
Amendment 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 April 7, 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
|
|
|
|
|
|
|
|
|
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By:
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/s/Melinda L. VanLuit
|
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Name:
|
Melinda
L. VanLuit
|
|
Title:
|
Vice
President
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Pixelplus Co., Ltd. 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 to
Registration Statement on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized in the Republic of Korea on March
31,
2008.
|
PIXELPLUS
CO., LTD.
|
|
|
|
|
|
|
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By:
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/s/ Seo Kyu Lee
|
|
Name:
Seo Kyu Lee
|
|
Title:
President and Chief Executive Officer
|
KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below does
hereby constitute and appoint Seo Kyu Lee and Moon Sung Kim, and each of them,
as his true and lawful attorneys-in-fact and agents, each with full power of
substitution and re-substitution, for him and in his name, place and stead,
in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement and sign any registration
statement for the same offering covered by this registration statement that
is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended, and all post-effective
amendments
thereto and to file the same, with all exhibits thereto, and other documents
in
connection therewith, with the Securities and Exchange Commission, granting
unto
said attorneys-in-fact and agents, and each of them, full power and authority
to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith and about the premises, as fully to all intents and
purposes as he might or could do in-person, hereby ratifying and confirming
all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes or substitutes, may lawfully do or cause to be done by virtue
hereof.
Under
the
requirements of the Securities Act, this Registration Statement has been
signed
by the following persons on March 31, 2008, in the capacities
indicated.
Signature
|
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Title
|
Date
|
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|
|
/s/
Seo Kyu Lee
|
|
Representative
Director, President and
|
March
31, 2008
|
Seo
Kyu Lee
|
|
Chief Executive Officer (principal
executive officer)
|
|
|
|
|
|
/s/
Hoang Taig Choi
|
|
Chief
Financial Officer (principal
|
March
31, 2008
|
Hoang
Taig Choi
|
|
financial
and
accounting officer)
|
|
|
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|
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Independent
Director
|
March
, 2008
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Dongwoo
Chun
|
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/s/
Ha Jin Jhun
|
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Independent
Director
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March
31, 2008
|
Ha
Jin Jhun
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/s/
Choong-Ki Kim
|
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Independent
Director
|
March
31, 2008
|
Choong-Ki
Kim
|
|
|
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|
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/s/
Taek Jin Nam
|
|
Independent
Director
|
March
31, 2008
|
Taek
Jin Nam
|
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|
|
Signature
of authorized representative in the United States
Pursuant
to the Securities Act of 1933, as amended, the undersigned, being the duly
authorized representative in the United States of Pixelplus Co., Ltd. has
signed
this registration statement or amendment thereto in the City of Newark, State
of
Delaware, on March 31, 2008.
|
Puglisi
& Associates
|
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By:
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/s/
Donald J. Puglisi
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Name:
Donald J. Puglisi
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Title:
Managing Director
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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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