Himax Technologies, Inc. — Regulatory Filings 2009

Aug 6, 2009

F-6 POS 1 e605714_f6pos-himax.htm Unassociated Document Licensed to: edata Document Created using EDGARizer 4.0.5.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

As filed with the Securities and Exchange Commission on August 6, 2009

Registration No. 333-132383

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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

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HIMAX TECHNOLOGIES, INC.

(Exact name of issuer of deposited securities as specified in its charter)

Not Applicable

(Translation of issuer’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization of issuer)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(Exact name of depositary as specified in its charter)

60 Wall Street

New York, New York 10005

(212) 250-8500

(Address, including zip code, and telephone number, including area code of depositary’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

(302) 738-6680

(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

DEUTSCHE BANK TRUST COMPANY AMERICAS

60 Wall Street

New York, New York 10005

It is proposed that this filing become effective under Rule 466

o immediately upon filing

x on August 10, 2009 at 8:30 am (EST time)

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 evidencing two Ordinary Shares of Himax Technologies, Inc. | N/A | N/A | N/A | N/A |

| (1) | Each unit represents 100 American Depositary Shares. | | --- | --- | | (2) | Estimated solely for the purpose of determining 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. |

This 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.

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(2) 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

| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | | --- | --- | | (1) Name and address of Depositary | Face of Receipt – Introductory paragraph | | (2) Title of American Depositary Receipts and identity of deposited securities | Face of Receipt – Top center | | Terms of Deposit: | | | (i) Amount of deposited securities represented by one unit of American Depositary Shares | Face of Receipt – Upper right corner | | (ii) Procedure for voting, if any, the deposited securities | Reverse of Receipt – Paragraphs 14 and 15 | | (iii) Collection and distribution of dividends | Reverse of Receipt – Paragraphs 13 and 14 | | (iv) Procedures for transmission of notices, reports and proxy soliciting material | Face of Receipt – Paragraph 12 Reverse of Receipt – Paragraphs 14 and 15 | | (v) Sale or exercise of rights | Reverse of Receipt – Paragraphs 13 and 14 | | (vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Face of Receipt – Paragraph 3 Reverse of Receipt – Paragraphs 13 and 16 | | (vii) Amendment, extension or termination of the Deposit Agreement | Reverse of Receipt – Paragraphs 19, 20 and 21 (no provision for extension) | | (viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of receipts | Face of Receipt – Paragraph 12 | | (ix) Restrictions upon the right to deposit or withdraw the underlying securities | Face of Receipt – Paragraphs 2, 4, 6, 7, 8 and 9 | | (x) Limitation upon the liability of the Depositary | Reverse of Receipt – Paragraphs 17 and 18 | | (3) Fees and Charges | Face of Receipt – Paragraph 9 |

ITEM 2. Available Information.

| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | | --- | --- | | (b) Public reports furnished by issuer | Face of Receipt – Paragraph 12 |

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. Exhibits.

(a)(1) Form of Deposit Agreement among Himax Technologies, Inc. (the “Company”), Deutsche Bank Trust Company Americas, 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 333-132383 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).

(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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all of 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, New York on the 6th day of August, 2009 .

| Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares for

ordinary shares of Himax Technologies, Inc.
By:	DEUTSCHE
BANK TRUST COMPANY AMERICAS,
Depositary
By:	/s/ James
Kelly
Name:	James
Kelly
Title:	Vice
President
By:	/s/
Michael Fitzpatrick
Name:	Michael
Fitzpatrick
Title:	Vice
President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Himax Technologies, Inc. certifies that it has reasonable grounds to believe that all of 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 Tainan, Taiwan, Republic of China on the 6 th day of August 6, 2009 .

| HIMAX

TECHNOLOGIES, INC.
By:	/s/ Jordan
Wu
Name:	Jordan
Wu
Title:	President
and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jordan
Wu	President,
Chief Executive and Director	August
6, 2009
Jordan
Wu	(principal executive
officer)
*	Chief
Financial Officer	August 6,
2009
Max
Chan	(principal accounting
officer)
*	Chief
Technology Officer and Director	August 6,
2009
Chih-Chung
Tsai
*	Chairman
of the Board of Directors	August 6,
2009
Dr. Biing-Seng
Wu
*	Director	August 6,
2009
Jung-Chun
Lin
*	Director	August 6,
2009
Dr. Chun-Yen
Chang
*	Director	August 6,
2009
Yuan-Chuan
Horng

*By:
Jordan
Wu
Power of
Attorney

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Registration Statement or amendment thereto in Newark, Delaware, on August 6, 2009 .

| PUGLISI

& ASSOCIATES
By:	/s/ Donald
Puglisi
	Donald
Puglisi
	Managing
Director

EXHIBIT INDEX

Exhibit	Description
(a)(2)	Form
of Amendment to Deposit Agreement , including the Form of American
Depositary Receipt.
(e)	Rule
466 Certification