Registration No. 333-
As Filed with the Securities and Exchange Commission on February 28, 2003
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
GEMPLUS INTERNATIONAL S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 602 3761
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
GEMPLUS CORP.
3 Lagoon Dr., Suite 300,
Redwood City, CA 94065
(650) 654-2900
(Address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Joseph D. Ferraro, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
No.1 Minster Court, Mincing Lane
London EC3R 7AA
England
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 / /
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Aggregate Price Per Aggregate Offering Registration Fee
Unit* Price**
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American Depositary Shares, each
representing two (2) ordinary 100,000,000 American $5.00 $5,000,000.00 $404.50
shares, with no nominal value, of Depositary Shares
Gemplus International S.A..
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* Each unit represents 100 American Depositary Shares.
** Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance of
receipts evidencing American Depositary Shares.
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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(a) of
the Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
("ADR" or "American Depositary Receipt") included as Exhibit A to the
Supplemental Agreement to Deposit Agreement, filed as Exhibit (a)(2) to the
Registration Statement on Form F-6, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Cross Reference Sheet
Location in Form of American
Item, Number and Caption Depositary Receipt ("Receipt")
Filed Herewith as Prospectus
1. Name of Depositary and address of its Face of Receipt - Introductory
principal executive office paragraph
(as amended by the Supplemental
Agreement to the Deposit Agreement
filed as Exhibit (a)(2) to the
Registration Statement)
2. Title of American Depositary Receipts Face of Receipt - Top center
and identity of deposited securities
Terms of Deposit:
(i) The amount of deposited Face of Receipt - Upper right
securities represented by one corner
unit of American Depositary
Receipts
(ii) The procedure for voting, if any, Reverse of Receipt - Paragraphs
the deposited securities (15) and (16)
(iii) The collection and distribution Reverse of Receipt - Paragraph (14)
of dividends
(iv) The transmission of notices, Face of Receipt - Paragraph (13)
reports and proxy soliciting Reverse of Receipt - Paragraph (15)
material
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs
(14) and (15)
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(vi) The deposit or sale of securities Face of Receipt - Paragraphs (3)
resulting from dividends, and (7)
splits or plans of Reverse of Receipt - Paragraphs
reorganization (14) and (17)
(vii) Amendment, extension or Reverse of Receipt - Paragraphs
termination of the Deposit (21) and (22) (no provision for
Agreement extensions)
(viii) Rights of holders of American Face of Receipt - Paragraph (13)
Depositary Receipts to
inspect the transfer books of the
Depositary and the list of holders
of American Depositary Receipts
(ix) Restrictions upon the right to Face of Receipt -Paragraphs (2),
deposit or withdraw the (3), (4), (6), (7), (9) and (10)
underlying securities
(x) Limitation upon the liability Face of Receipt - Paragraph (7)
of the Depositary Reverse of Receipt - Paragraphs
(18) and (19)
3. Fees and Charges Face of Receipt - Paragraph (10)
Item - 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13)
The Company is subject to the periodic reporting requirements of the Securities
Exchange Act of 1934, as amended, and, accordingly, files certain reports with
the United States Securities and Exchange Commission (the "Commission"). These
reports can be inspected by holders of Receipts and copied at public reference
facilities maintained by the Commission located at Judiciary Plaza, 450 Fifth
Street, N.W. (Room 1024), Washington D.C. 20559, and at the principal executive
office of the depository.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) Deposit Agreement. Deposit Agreement, by and among Gemplus
International S.A. (the "Company"), Citibank, N.A., as
depositary, and all owners and holders from time to time of
American Depositary Receipts issued thereunder (the "Deposit
Agreement"), is filed herewith as Exhibit (a)(1)
(a)(2) Supplemental Agreement to Deposit Agreement. Supplemental
Agreement regarding the ADR program for the shares of the
Company, dated as of February 11, 2003, between the Company
and Deutsche Bank Trust Company Americas, as depositary
(the "Depositary"), including the Form of American Depositary
Receipt, is filed herewith as Exhibit (a)(2).
(b) Any other agreement to which the Depositary is a party
relating to the issuance of the American Depositary Shares
registered hereunder or the custody of the deposited
securities represented thereby. - None
(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 (3)
years. - None.
(d) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for
the Depositary as to the legality of the securities to be
registered. - Filed herewith as Exhibit (d).
(e) Certification under Rule 466. - None.
(f) Termination Letter from the Company to Citibank, N.A. Letter,
dated February 19, 2003, pursuant to which the Company
terminated the appointment of Citibank, N.A., as depositary
under its ADR Program, is filed herewith as Exhibit (f).
Powers of Attorney for certain officers and directors and the
authorized representative of the Company. - Set forth on the
signature pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary hereby undertakes to make available at the
principal office of the Depositary in the United States, for
inspection by holders of the American Depositary Receipts, any
reports and communications received from the Company which are
both (1) received by the Depositary as the holder of the
deposited securities, and (2) made generally available to the
holders of the underlying securities by the Company.
(b) If the amounts of fees charged are not disclosed in the
prospectus, the Depositary undertakes to prepare a separate
document stating the amount of any fee charged and describing
the service for which it is charged and to deliver promptly a
copy of such fee schedule without charge to anyone upon
request. The Depositary undertakes to notify each registered
holder of an American Depositary Receipt thirty (30) days
before any change in the fee schedule.
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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 all the requirements
for filing on Form F-6 are met and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of London, on February 28, 2003.
Legal entity created by the agreement
for the issuance of American Depositary
Receipts evidencing American Depositary
Shares, each representing two (2)
ordinary shares, with no nominal value,
of Gemplus International S.A.
Deutsche Bank Trust Company Americas,
As Depositary
By:/s/ Mark Downing
Mark Downing
Vice President
Deutsche Bank Trust Company Americas,
As Depositary
By:/s/ Clare Benson
Clare Benson
Assistant Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Gemplus International S.A. certifies that it has reasonable grounds that all the
requirements for filing on From F-6 are met and duly caused this Registration
Statement on Form F-6 to be signed on its behalf by the undersigned thereunto
duly authorized, in Geneva on February 28, 2003.
Gemplus International S.A.
By:/s/ Stephen Juge
-----------------------------------
Name: Stephen Juge
Title: Executive Vice-President
General Counsel
By:/s/ Yves Guillaumot
-----------------------------------
Name: Yves Guillaumot
Title: Executive Vice-President
Chief Financial Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears
below hereby constitutes and appoints Stephen Juge or Blandine Cordier-Palasse
to act as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all such
capacities, to sign any and all amendments including post-effective amendments
and supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on February 28, 2003.
Signature Title
/s/ Dominique Vignon Chairman of the Board of Directors
------------------------------
Dominique Vignon
/s/ David Bonderman Vice Chairman of the Board of Directors
------------------------------
David Bonderman
/s/ Alex Mandl Director and Chief Executive Officer
------------------------------
Alex Mandl
/s/ Yves Guillaumot Chief Financial Officer and Principal
------------------------------ Accounting Officer
Yves Guillaumot
/s/ Randy L. Christofferson Director
------------------------------
Randy L. Christofferson
/s/ Thierry Dassault Director
------------------------------
Thierry Dassault
/s/ Abel G. Halpern Director
------------------------------
Abel G. Halpern
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/s/ Peter Krajlic Director
------------------------------
Peter Krajlic
/s/ Daniel Le Gal Director
------------------------------
Daniel Le Gal
/s/ Ron Mackintosh Director
------------------------------
Ron Mackintosh
/s/ Kheng Nam Lee Director
------------------------------
Kheng Nam Lee
Director
------------------------------
William S Price III
/s/ Johannes Fritz Director
------------------------------
Dr Johannes Fritz
/s/ Tony Pingelli Authorized Representative in the
------------------------------ United States
Tony Pingelli
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
------- -------------
(a)(1) Deposit Agreement
(a)(2) Supplemental Agreement to Deposit Agreement
(d) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
counsel to the Depositary, as to the legality
of the securities to be registered.
(f) Termination Letter by the Company to Citibank, N.A.
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