UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 20-F / A

(Amendment No. 1)

 

 

o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

 

þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006

 

OR

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM            TO           

 

COMMISSION FILE NUMBER: 001-14736

 

Publicis Groupe S.A.

(Exact name of registrant as specified in its charter)

 

N/A

133, AVENUE DES CHAMPS-ELYSÉES

THE REPUBLIC

(Translation of Registrant’s

75008 PARIS

OF FRANCE

name into English)

France

(Jurisdiction of incorporation

 

(Address of principal executive offices)

or organization)

 

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:

 

 

American Depositary Shares (as evidenced by American Depositary Receipts), each American Depositary Share representing one Ordinary Share

The New York Stock Exchange, Inc.

Ordinary shares, nominal value € 0.40 per share*

The New York Stock Exchange, Inc.

____________

 

 

*

Listed not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Equity Warrants and ORANEs

 

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, nominal value € 0.40 per share

198,709,229(1)

(title of class)

(number of ordinary shares)

__________

 

(1)

Including 15,105,351 ordinary shares held in treasury.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:  Yes þ  No o

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:  Yes o  No þ

 

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 þ  No o

 

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer:

Large accelerated filer þ     Accelerated filer o     Non-accelerated filer o

 

Indicate by check mark which financial statement item the registrant has elected to follow:  Item 17 o  Item 18 þ

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes o  No þ

 

 

 

 

 

 

 

 

 

Explanatory Note

Publicis Groupe S.A. is filing this amendment to its annual report on Form 20-F for the fiscal year ended December 31, 2006 in order to include an amended Exhibit 13.1 to correct a typographical error in the exhibit filed with the Form 20-F on April 6, 2007. The original version of Exhibit 13.1 referred to the Annual Report on Form 20-F for the year ended December 31, 2005, rather than for the year ended December 31, 2006.

Other than as set forth above, this Form 20-F/A does not, and does not purport to, amend or update the information in any other Item of the Form 20-F or reflect any events that have occurred after the Form 20-F was filed on April 6, 2007.

 

Item 19.

Exhibits

The following exhibits are included herein:

 

Exhibit

Number

 Description

 

 

13.1

Certification by Maurice Lévy, Chairman of the Management Board and Chief Executive Officer, and Jean-Michel Etienne, Chief Financial Officer, required by Section 906 of the Sarbanes-Oxley Act of 2002 (as amended to correct a typographical error).

 

 

 

 

 

 

 

2

 

 

 

SIGNATURES

 

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.

 

 

Publicis Groupe S.A.
   
  By:  /s/  Maurice Lévy
    Name: Maurice Lévy
    Title: Chief Executive Officer and Chairman of the Management Board

 

Dated: July 27, 2007

 

 

 

 

 

 

3