Gemplus International SA
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
of the Securities Exchange Act of 1934
For the month of February 2006
GEMPLUS INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
GEMPLUS INTERNATIONAL S.A.
(Translation of registrant’s name in English)
46A, Avenue J.F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
(Address of Principal Executive Offices)
L-1855 Luxembourg
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.)
annual reports under cover of Form 20-F or Form 40-F.)
| Form 20-F þ | Form 40-F o |
(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.)
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 o | No þ |
Publication Les Echos February 8, 2006
Convening notice for a general meeting of shareholders of Gemplus
International SA
International SA
A general meeting of shareholders of Gemplus International SA will take
place on Tuesday, February 28, 2006 at 11 a.m. at the Hotel Royal, 12, boulevard
Royal, L-2449 Luxembourg.
This ordinary meeting is convened to approve the distribution by the Company of
reserves for an amount of €0.26 per share, and the recomposition of the Board of
Directors of the Company. Those resolutions, if adopted, are subject to the
realization before October 31st, 2006 of condition precedents
(conditions suspensives) pertaining to the contribution of all of the shares of
Gemplus International held by the TPG Group and the entities of the Quandt
family to Axalto Holding NV and to the filing of a voluntary exchange public
tender offer by Axalto Holding NV for all of the remaining shares of Gemplus
International.
Registered Shareholders (inscribed in the Shareholder register) shall have
received a complete file enabling them to attend the general meeting, to be
represented at such meeting or to vote by proxy.
Shareholders whose shares are held through a clearing system need to contact
their bank or stockbroker. All documents necessary to attend the general meeting
or to vote by proxy are available upon request with HSBC, Service Assemblées
Gemplus International SA, avenue Robert Schuman, B.P. 2704, 51051 REIMS CEDEX
France, by telephone on +33 3 26 09 86 28 or by fax on +33 3 26 09 89 83. These
shareholders must beforehand contact their bank or stockbroker in order to
receive a blocking certificate.
All documents should be received by 5 p.m. Luxembourg time on February 24, 2006
in order to be able to be represented at or to attend the meeting.
Documents pertaining to the meeting can be obtained by contacting the Registered
office of Gemplus International SA (Tel: +352 26 005 226 — Fax : +352 26 005
832) or by downloading the documents on our web site
http://investor.gemplus.com/
Press contact
|
Investor relations | |
Tel: +33 (0) 442364661
|
Tel: +41 (0) 22 544 5054 | |
Jane Strachey
|
Céline Berthier |
All documents pertaining to this notice are available on www.gemplus.com
Gemplus International SA
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.
| GEMPLUS INTERNATIONAL S.A. |
||||
Date: 8 February, 2006
| By: | /s/ Frans SPAARGAREN | |||
| Name: | Frans SPAARGAREN | |||
| Title: | Chief Financial Officer | |||