SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 20-F/A
Amendment No. 1
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
(g) OF THE SECURITIES EXCHANGE ACT OF 1934
or
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-49843
PRANA BIOTECHNOLOGY LIMITED
(Exact name of Registrant as specified in its charter
and translation of Registrant's Name into English)
Australia
(Jurisdiction of
incorporation or organization)
Level 1, 100 Dorcas Street, South Melbourne, Victoria 3205 Australia
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
None None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
American Depositary Shares, each representing ten Ordinary Shares
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
None
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:
Ordinary Shares, as of June 30, 2003....................66,187,303 shares
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No __
Indicate by check mark which financial statement item the registrant has elected
to follow:
Item 17 X Item 18__
Explanatory Note
This Amendment No. 1 on Form 20-F/A is being filed solely to correct an
error on the cover page of Prana Biotechnology Ltd.'s annual report on Form 20-F
for the fiscal year ended June 30, 2003, which was filed on December 24, 2003.
The cover page has been corrected to read that the "Securities
registered or to be registered pursuant to Section 12(g) of the Act:" is
"American Depositary Shares, each representing ten Ordinary Shares" not one
Ordinary Share as stated in the Form 20-F.
Other than as expressly set forth above, this Form 20-F/A does not, and
does not purport to, amend, update or restate the information in the Form 20-F
or reflect any events that have occurred after the Form 20-F was filed.
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TABLE OF CONTENTS
Page
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EXHIBITS............................................................. 4
SIGNATURE............................................................ 6
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EXHIBITS
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Exhibit Description
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1.1 Constitution of Registrant.(1)
2.1 Deposit Agreement, dated as of March 23, 2001, entered into among
Registrant and the Bank of New York, as Depositary, and owners
and holders of American Depositary Receipts issued thereunder,
including the Form of American Depositary Receipts.(2)
4.1 Research Funding and Intellectual Property Assignment Agreement,
dated December 1, 2000, between Registrant and the University of
Melbourne.(1)
4.2 Agreement for the Assignment of Patents and Intellectual Property
Licensing in relation to treatment to Alzheimer Disease, dated
May 7, 1999, between Registrant and the University of Melbourne
University of Melbourne University of Melbourne.(1)
4.3 Agreement for the Assignment of Patents and IntellectuHal
Property Licensing in relation to treatment to Alzheimer Disease,
dated February 8, 2000, between Registrant and the Biomolecular
Research Institute.(1)
4.4 Agreement for the Development of Novel Therapies for Alzheimer
Disease, dated August 3, 2001, between Registrant and
AusIndustry.(1)
4.5 Research Expenditures Agreement, dated August 2, 2001, between
Registrant and Massachusetts General Hospital.(1)
4.6 Variation Agreement, dated August 8, 2001, between Registrant and
General Hospital Corporation.(1)
4.7 License Agreement, dated January 1, 2001, between Registrant and
General Hospital Corporation.(1)
4.8 Scientific Advisory Board Agreement, dated December 2, 1999,
between Registrant and Prof. Peter Colman.(1)
4.9 Deed of variations to Services Agreement, dated January 26, 2000,
between Registrant and Prof. Ashley Bush.(1)
4.10 Agreement for Services, dated February 7, 2000, between
Registrant and Prof. Colin Masters.(1)
4.11 Agreement to provide office, computer, administration and meeting
facilities, dated January 31, 2000, between Registrant and Aroma
Science Pty Ltd.(1)
4.12 Strategic Alliance Agreement in relation to co-ordination,
planning and management of intellectual property, research and
development,
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planning, management and commercialization strategy, dated
December 1, 2000, between Registrant and Kendle Pty Ltd.(1)
4.13 Advisory Agreement dated October 20, 2,000 between Registrant and
GTH Capital Inc.(1)
4.14 Agreement to Provide Accounting, Administration, Corporate Advice
And Company Secretarial Services, dated as of, February 23, 2000,
between Registrant and Malvern Administrative Services.(1)
4.15 Grant Agreement, dated as of, January 1, 2001, between Registrant
and the Commonwealth of Australia, by the Industry Research and
Development Board.(1)
4.16 Form of Indemnity for Clinical Trials, dated as of September
2000, between Registrant and Melbourne Health (Royal Melbourne
Hospital Campus), Royal Melbourne Hospital Research Foundation
Incorporated, University of Melbourne, Mental Health Research
Institute of Victoria.(1)
4.17 Commitment, dated as of November 7, 2001, between Registrant and
University of Melbourne.(1)
10.1 Prana Biotechnology Limited, Employees and Consultants Option
Plan 2000.(1)
31.1 Certification by Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification by Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
---------------
(1) Incorporated by referenced to our Registration Statement on Form
20-F filed with the Securities and Exchange Commission on May 28,
2002. (File No. 000-49843).
(2) Incorporated by referenced to our Registration Statement on Form
F-6 filed with the Securities and Exchange Commission on March 9,
2001 (File No. 333-13264).
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SIGNATURE
The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.
PRANA BIOTECHNOLOGY LIMITED
(REGISTRANT)
BY: /s/Geoffrey Kempler
-------------------
Geoffrey Kempler, Executive Chairman
Dated: 8 April, 2004
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