As filed with the Securities and Exchange Commission on 9 October, 2007
Registration No. 333-135665
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LAFARGE S.A.
(Exact name of Registrant as specified in its charter)
Republic of France
(State or other jurisdiction of Incorporation or organization)
Not Applicable
(I.R.S. Employer Identification Nos.)
61, rue des Belles Feuilles
75116 Paris
France
+33 1 44 34 11 11
(Address and telephone number of Registrant’s principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
212-894-8940
(Name, address and telephone number of agent for service)
Please send copies of all communications to:
| Michel Bisiaux | Andrew A. Bernstein | |
| General Counsel | Cleary Gottlieb Steen & Hamilton | |
| Lafarge S.A. | LLP | |
| 61, rue des Belles Feuilles | 12, rue de Tilsitt | |
| 75116 Paris | 75008 Paris | |
| France | France | |
| +33 1 44 34 11 11 | +33 1 40 74 68 00 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by market conditions.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Automatic Shelf Registration Statement on Form F-3 (File No. 333-135665) (the “Registration Statement”) of Lafarge S.A. (the “Registrant”) pertaining to debt securities, which was filed with the Securities and Exchange Commission and became effective on July 10, 2006.
On August 2, 2007, the Registrant announced its intention to delist its American Depositary Shares from the New York Stock Exchange (NYSE) and that this delisting would be followed by an application to deregister and terminate its reporting obligations under the Securities and Exchange Act of 1934.
As a result and pursuant to the Registrant’s undertaking in Item 10 of Part II of this Registration Statement, the Registrant hereby withdraws this Registration Statement, including all amendments and exhibits thereto, with respect to the unsold portion of securities registered hereon. In July 2006, the Registrant completed the offering of US$600,000,000 6.15% Notes Due 2011, US$800,000,000 6.50% Notes Due 2016 and US$600,000,000 7.125% Notes Due 2036 pursuant to this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to its Registration Statement on Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Paris, France on October 9, 2007.
| By: | /s/ Bruno Lafont | |
| Name: | Bruno Lafont | |
| Title: | Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed below by the following persons in the capacities indicated on October 9, 2007.
| Name |
Title | |
| /s/ Bruno Lafont |
Chairman and Chief Executive Officer | |
| Bruno Lafont | (Principal Executive Officer and Director) | |
| /s/ Bertrand Collomb |
Honorary Chairman of the Board | |
| Bertrand Collomb | (Director) | |
| /s/ Jean-Jacques Gauthier |
Executive Vice President, Finance | |
| Jean-Jacques Gauthier | ||
|
|
Director | |
| Michael Blakenham | ||
| /s/ Jean-Pierre Boisivon |
Director | |
| Jean-Pierre Boisivon | ||
| /s/ Michel Bon |
Director | |
| Michel Bon | ||
| /s/ Philippe Charrier |
Director | |
| Philippe Charrier | ||
|
|
Director | |
| Philippe Dauman | ||
|
|
Director | |
| Oscar Fanjul | ||
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|
|
Director | |
| Juan Gallardo | ||
| /s/ Alain Joly |
Director | |
| Alain Joly | ||
|
|
Director | |
| Bernard Kasriel | ||
|
|
Director | |
| Pierre de Lafarge | ||
| /s/ Jacques Lefevre |
Director | |
| Jacques Lefevre | ||
| /s/ Michel Pébereau |
Director | |
| Michel Pébereau | ||
| /s/ Hélène Ploix |
Director | |
| Hélène Ploix | ||
| /s/ Marc Soulé |
Chief Accounting Officer | |
| Marc Soulé | ||
| /s/ Peter Keeley |
Authorized Representative in the | |
| Peter Keeley | United States | |
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