As filed with the Securities and Exchange Commission on March 28, 2008
Registration No. 333-141531
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE
AMENDMENT NO.1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BHP Billiton Limited
(Exact Name of Registrant as Specified in Its Charter)
| Victoria, Australia | Not Applicable | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
180 Lonsdale Street
Melbourne, Victoria 3000, Australia
Tel. No.: 011-61-3-9609-3333
(Address of Principal Executive Offices) (Zip Code)
BHP Billiton Limited
Global Employee Share Plan
(Full Title of the Plan)
Earl K. Moore
1360 Post Oak Boulevard
Suite 150
Houston, Texas 77056
(Name and Address of Agent For Service)
713-961-8414
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Christopher J. Kell, Esq.
Skadden, Arps, Slate, Meagher& Flom
Level 13, 131 Macquarie Street
Sydney, New South Wales 2000,
Australia
Tel. No.:011-61-2-9253-6000
EXPLANATORY NOTE
BHP Billiton Limited (the “Company”) is filing this post-effective amendment No.1 to the Registration Statement on Form S-8 originally filed on March 23, 2007 (Registration No. 333-141531) solely for the purpose of replacing the Amended and Restated Deposit Agreement dated as of November 18, 2003 between the Company and JP Morgan Chase Bank as Depositary and the associated form of American Depositary Receipt, previously filed as Exhibits 4.1 and 4.2, with the Second Amended and Restated Deposit Agreement dated as of July 2, 2007 between the Company and Citibank, N.A. as Depositary and the associated form of American Depositary Receipt.
| Item 8. | Exhibits. |
The documents listed hereunder are filed as exhibits hereto.
| Exhibit |
Exhibit Description | |
| 4.1 | Second Amended and Restated Deposit Agreement dated as of July 2, 2007 between BHP Billiton Limited and Citibank, N.A. as Depositary* | |
| 4.2 | Form of American Depositary Receipt* | |
| 23.1 | Consent of KPMG** | |
| 23.2 | Consent of KPMG Plc** | |
| 24.1 | Power of Attorney** | |
| * |
Filed herewith |
| ** |
Previously filed |
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 S-8 and has duly caused this post effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melbourne, Australia, on March 28, 2008.
| BHP BILLITON LIMITED | ||
| By: |
/s/ MARIUS KLOPPERS | |
| Name: |
Marius Kloppers | |
| Title: |
Chief Executive Officer | |
POWER OF ATTORNEY
| Signature |
Title | |||
| * |
Chairman | |||
| Don R. Argus |
||||
| * |
Director | |||
| David A. Jenkins |
||||
| * |
Director | |||
| John M. Schubert |
||||
| * |
Director | |||
| David A. Crawford |
||||
| * |
Director | |||
| John G. Buchanan |
||||
| * |
Director | |||
| Carlos Cordeiro |
||||
| * |
Director | |||
| Paul Anderson |
||||
| * |
Director | |||
| Gail De Planque |
||||
| /s/ MARIUS KLOPPERS |
Director and Chief Executive Officer | |||
| Marius Kloppers |
||||
| * |
Director | |||
| Jacques Nasser |
||||
| * |
Chief Financial Officer | |||
| Alexandre Vanselow |
||||
| * |
(Authorized Representative in the United States) | |||
| Earl K. Moore |
||||
| *By: |
/s/ MARIUS KLOPPERS | |
| Name: |
Marius Kloppers | |
| Title: |
Attorney-in-fact |
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 4.1 |
Second Amended and Restated Deposit Agreement dated as of July 2, 2007 between BHP Billiton Limited and Citibank, N.A. as Depositary* | |
| 4.2 |
Form of American Depositary Receipt* | |
| 23.1 |
Consent of KPMG** | |
| 23.2 |
Consent of KPMG Plc** | |
| 24.1 |
Power of Attorney** | |
| * |
Filed herewith |
| ** |
Previously filed |