As filed with the
Securities and Exchange Commission on October 16, 2008
Registration No.
333-13938
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
____________________
DASSAULT
SYSTÈMES
(Exact
name of Registrant as specified in its charter)
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France
(State
or other jurisdiction of
incorporation
or organization)
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Not
Applicable
(I.R.S.
Employer
Identification
Number)
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9,
Quai Marcel Dassault, B.P. 310
92150
Suresnes, France
(33-1)
40-99-40-99
(Address
of Registrant’s principal executive offices)
Dassault
Systèmes 1998 Stock Option Plan
(Full
title of the plans)
Dassault
Systèmes of America
6320
Canoga Avenue
Trillium
East Tower
Woodland
Hills, CA 91367-2526
(818)
999-2500
(Name,
address and telephone number of agent for service)
Copies
to:
Sami
Toutounji
Shearman
& Sterling LLP
114,
avenue des Champs-Elysées
75008
Paris, France
(33-1)
53.89.70.00
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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Large
accelerated filer
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R
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Accelerated
filer
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£
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Non-accelerated
filer
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£
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(Do
not check if a smaller reporting company)
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Smaller
reporting company
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£
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DEREGISTRATION
OF SECURITIES
This
Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Registration No. 333-13938 (the “Registration Statement”) is being filed to
deregister certain ordinary shares, nominal value €1 per share (the “Shares”),
of Dassault Systèmes S.A. (the “Registrant”) that were registered for issuance
pursuant to the Dassault Systèmes 1998 Stock Option Plan (the
“Plan”). The Registration Statement registered 2,000,000 Shares
issuable pursuant to the Plan.
On
October 16, 2008, the Registrant filed a Form 15F with the Securities and
Exchange Commission to effect the deregistration of its Shares. In
accordance with the undertaking made by the Registrant in the Registration
Statement to remove from registration, by means of a post-effective amendment,
any of the Shares registered under the Registration Statement that remain unsold
at the termination of the offering, the Registrant hereby removes from
registration the Shares registered but unsold under the Registration
Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant,
Dassault Systèmes S.A., a corporation organized and existing under the laws of
France, 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 No. 1 to its Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Suresnes, France, on the 16th day of October, 2008.
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DASSAULT
SYSTÈMES S.A. |
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By:
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/s/ Thibault de Tersant |
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Name:
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Thibault
de Tersant |
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Title: |
Senior
EVP and Chief Financial Officer |
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