As filed with the Securities and Exchange Commission on November 28, 2007
Registration No. 333-14008
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 for Ordinary Shares
Of
VAN DER MOOLEN HOLDING N.V.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Netherlands
(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, 29
th
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
[
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. [ ]
EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
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, 14,
dividends
15 and 18
(iv)
The transmission of notices, reports
Articles number 11, 15 and 16
and proxy soliciting material
(v)
The sale or exercise of rights
Articles number 13, 14, 15
and 18
(vi)
The deposit or sale of securities
Articles number 12, 15 and 17
resulting from dividends, splits
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 20 and 21
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 11
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 5, 6 and 8
or withdraw the underlying securities
(x)
Limitation upon the liability
Articles number 18 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 Deposit Agreement dated as of October 17, 2001, among Van der Moolen Holding N.V., The Bank of New York as Depositary, and all Owners and Beneficial Owners
from time to time of American Depositary Receipts issued thereunder. - Filed previously.
b.
Form of letter from The Bank of New York to Van der Moolen Holding N.V. relating to the pre-release of American Depositary Receipts. – Filed previously.
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) and (b) 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 November 27, 2007.
Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares of Van der Moolen Holding N.V.
By: The Bank of New York,
As Depositary
By:
/s/ Keith G. Galfo
Name: Keith G. Galfo
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Van der Moolen Holding N.V. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Amsterdam, the Netherlands on November 27, 2007.
VAN DER MOOLEN HOLDING N.V.
By:
/s/ Michiel Wolfswinkel
Name: Michiel Wolfswinkel
Title: CFO
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 November 27, 2007.
/s/ Richard E. den Drijver
Chief Executive Officer and Member of the Executive Board
Richard E. den Drijver
/s/ Michiel Wolfswinkel
Chief Financial Officer and Member of the Executive Board
Michiel Wolfswinkel
Principal accounting officer
Puglisi & Associates
Authorized Representative in the United States
By:
/s/ Gregory F. Lavelle
Name: Gregory F. Lavelle
Title: Managing Director
INDEX TO EXHIBITS
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Exhibit
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Exhibit
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5
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Certificate under Rule 466.
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