FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2002 GEMPLUS INTERNATIONAL S.A. (Exact name of registrant as specified in its charter) Gemplus International S.A. (Translation of registrant's name in English) Aerogolf Center 1 Hohenhof L-2633 Senningerberg Grand Duchy of Luxembourg (Address of Principal Executive Offices) (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.) Form 20-F X Form 40-F --- --- (Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes No X ----- ----- Extraordinary Meeting of Shareholders Luxembourg, 15 May, 2002 - Gemplus International S.A. (Euronext: Sicovam 5768 and NASDAQ:GEMP) held an extraordinary shareholders' meeting today in Luxembourg. The purpose was to ratify the decisions of the annual general meeting held on 17th April, 2002 to increase the number of board members to thirteen and to appoint David Bonderman, Founding Partner of Texas Pacific Group, as a board member for a two year period, to end at the annual general meeting deciding on the 2003 accounts. Both resolutions were approved by a very large majority. Enquiries: Gemplus: Flavie Gil Tel.: +33 4 42 36 56 83 Mobile: +33 (0) 6 80 12 91 30 Email: flavie.gil@gemplus.com Investor Relations: Anne Guimard (Fineo) Tel.: +33 1 45 72 20 96 Email: guimard@fineo.com Citigate Dewe Rogerson: Tel.: +44 (0) 207 638 9571 Anthony Carlisle Mobile: +44 (0) 797 361 1888 Email: anthony.carlisle@citigatedr.co.uk SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 17, 2002 GEMPLUS INTERNATIONAL S.A. By: /s/ Stephen Juge ----------------------------- Name: Stephen Juge Title: Executive Vice President and General Counsel