As filed with the Securities and Exchange Commission on August 13, 2007
Registration No. 333-10904
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST EFFECTIVE AMENDMENT NO. 2 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
TELSTRA CORPORATION LIMITED
(A.C.N. 051 775 556)
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
AUSTRALIA CAPITAL TERRITORY, 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. 333-7604).
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the amended and restated Form of Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 2 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 Receipt, top center
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, the deposited
Articles number 13, 14 and 18
securities
(iii) The collection and distribution of dividends
Articles number 4, 10, 13 and 18
(iv) The transmission of notices, reports and proxy
Articles number 13, 14, 16 18 and
soliciting material
26
(v) The sale or exercise of rights
Articles number 12, 13 and 18
(vi) The deposit or sale of securities resulting from
Articles number 10, 13, 15 and
dividends, splits or plans of reorganization
18
(vii) Amendment, extension or termination of the
Articles number 20 and 29
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 16
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit of
Articles number 2, 3, 4, 11, 27 and
withdraw the underlying securities
28
(x) Limitation upon the liability of the depositary
Articles number 12, 18, 19 and 20
3. Fees and Charges
Articles number 6 and 11
Item – 2.
Available Information
Public reports furnished by issuer
Article number 26
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of November 25, 1997, as amended and restated as of August 23, 1999, as further amended and restated as of October 15, 1999, as further amended and restated as of ________, 2007, among Telstra Corporation Limited, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. – Filed herewith as Exhibit 1.
b.
Form of Letter Agreement among Telstra Corporation Limited and The Bank of New York relating to pre-release activities. – Previously Filed.
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. – 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. 2 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, August 13, 2007.
Legal entity created by the agreement for the issuance of American Depositary Shares for ordinary shares of Telstra Corporation Limited.
By:
The Bank of New York,
As Depositary
By: /s/ David S. Stueber
Name: David S. Stueber
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Telstra Corporation Limited has caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Melbourne, Victoria, Commonwealth of Australia on August 13, 2007.
TELSTRA CORPORATION LIMITED
By: /s/ John V. Stanhope
Name: John V. Stanhope
Title: Chief Financial Officer
Each person whose signature appears below hereby constitutes and appoints John V. Stanhope, Douglas C. Gration and Cliff B. Davis, and each of them, with full power of substitution, his true and lawful attorney-in-fact, to sign in the name and on behalf of such person any amendment or any post-effective amendment to the Registration Statement, or any related registration statement, and to file the same, with exhibits thereto and any documents in connection therewith, with the Securities and Exchange Commission, and hereby authorizes each of said attorneys, with full power of substitution, to do, in his name and on his behalf, every act that such attorney may deem appropriate in connection therewith.
Name
Title
/s/ Donald G. McGauchie
Donald G. McGauchie
Chairman
/s/ Sol Trujillo
Sol Trujillo
Chief Executive Officer and Director
/s/ Geoffrey Cousins
Geoffrey Cousins
Director
/s/ Belinda J. Hutchinson
Belinda J. Hutchinson
Director
/s/ Catherine B. Livingstone
Catherine B. Livingstone
Director
/s/ Charles Macek
Charles Macek
Director
/s/ John W. Stocker
John W. Stocker
Director
/s/ Peter J. Willcox
Peter J. Willcox
Director
/s/ John D. Zeglis
John D. Zeglis
Director
/s/ John V. Stanhope
John V. Stanhope
Chief Financial Officer and Principal
Accounting Officer
/s/ Amy G. Rosen
Amy G. Rosen
Authorized Representative in the
United States
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of November 25, 1997, as amended
and restated as of August 23, 1999, as further amended and restated as
of October 15, 1999, as further amended and restated as of _________, 2007,
among Telstra Corporation Limited, The Bank of New York as
Depositary, and all Owners and Beneficial Owners from time to time
of American Depositary Shares issued thereunder.