UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(Name of Subject Company)

GEMPLUS INTERNATIONAL S.A.

(Names of Person(s) Filing Statement)

Ordinary Shares, without par value,
and American Depositary Shares, each representing 2 Ordinary Shares
(Title of Class of Securities)

012374569 (American Depositary Shares)
(CUSIP Number of Class of Securities)

Alex J. Mandl
President and Chief Executive Officer
46A, Avenue J.F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)

þ

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

Item 9. Exhibits

Exhibit
Number				Description
	1			Summary of Certain Information for Holders of Stock Options of Gemplus International S.A. (“GISA”) and Gemplus S.A. (“Gemplus S.A.”) and Holders of Shares of Gemplus S.A. mailed to holders of stock options and shares of Gemplus S.A. on April 18, 2006.
	2			Notice to Holders of Stock Options and Shares of Gemplus S.A. mailed to holders of stock options and shares of Gemplus S.A. on April 18, 2006.

Exhibit 1

SUMMARY OF CERTAIN INFORMATION FOR HOLDERS OF STOCK OPTIONS OF
GEMPLUS INTERNATIONAL S.A. (“GISA”) AND GEMPLUS S.A. (“GEMPLUS S.A.”)
AND HOLDERS OF SHARES OF GEMPLUS S.A.

April 12, 2006

On December 7, 2005, we announced that GISA and Axalto had agreed to combine our companies in a merger of equals transaction in which Axalto would be renamed Gemalto N.V. (“Gemalto”). We are writing to update you on the potential consequences on your interest(s) in GISA and/or Gemplus S.A.

This summary is addressed to holders of outstanding stock options of GISA (“GISA Stock Options”) and of its French subsidiary, Gemplus S.A. (“Gemplus S.A. Stock Options”), and to shareholders of Gemplus S.A., based upon GISA’s and Gemplus S.A.’s current records. The summary does not confer any rights or benefits. If you have received the summary in error, please disregard it.

1. Background

On December 6, 2005, GISA (along with its largest shareholders, Texas Pacific Group and the entities each controlled by a separate member of the Quandt family) and Axalto signed a Combination Agreement setting forth the terms and conditions for combining the businesses of GISA and Axalto following the satisfaction of regulatory approvals and other conditions. We were pleased to report publicly that some of these approvals and other conditions have been satisfied and obtained, including the required approvals by the shareholders of GISA and the shareholders of Axalto as to matters relating to the transaction, as well as a successful expiration of the review period by US competition authorities. We are now focused on satisfying the remaining conditions and obtaining the remaining approvals, including competition approval by the European Commission, all of which could be accomplished as early as May 2006. Promptly after GISA and Axalto have obtained or satisfied the required approvals and other conditions, we would make a public announcement to this effect (the “Announcement”), and we would post a copy of the Announcement on the GISA website (www.gemplus.com).

You should also be aware that there is no guarantee that the transaction will occur in May, or at a later day. For example, if approvals and other conditions have not been satisfied by October 31, 2006, either of GISA or Axalto could elect to terminate the transaction.

2. The €0.26 per Share Distribution from GISA Reserves

     (a) If You Hold GISA Shares on the Distribution Date

As agreed by GISA and Axalto, subject to receipt or satisfaction of the approvals and other conditions in the Combination Agreement, GISA would make, as early as on the fifth business day following the Announcement (the “Distribution Date”), a distribution from its available reserves (share premium) of €0.26 per GISA share (the “Distribution”) to all GISA shareholders on the Distribution Date. This means that for each GISA share you hold on the Distribution Date, you would receive a Distribution of €0.26; and for any GISA shares you do not hold on the Distribution Date (because you either sold such shares prior to the Distribution Date or acquired such shares following the Distribution Date), you would not receive the Distribution.

     (b) If You Hold GISA Stock Options on the Distribution Date

If you hold GISA Stock Options that are vested prior to or on the Distribution Date but you choose not to exercise such GISA Stock Options (with the result that you do not become a GISA shareholder) prior to or on such date, you cannot receive the Distribution. However, under the relevant GISA stock option plan, the Distribution would trigger an adjustment to all of the GISA Stock Options outstanding on the Distribution Date. Consequently, the exercise price of GISA Stock Options outstanding on the Distribution Date and the number of GISA shares eligible to be subscribed upon exercise of such GISA Stock Options would be adjusted automatically such that the aggregate exercise price of your GISA stock options would remain constant. The formula to be applied would be the formula that is required to be applied to outstanding GISA Stock Options granted under the GISA French stock option national plans pursuant to French regulations and the plan rules. As a result of such regulations and rules, the GISA Compensation Committee resolved, and the GISA Board of Directors ratified, that the same formula should apply to outstanding GISA Stock Options under the GISA stock option master plan and all other national plans. The mechanics of the adjustment are set forth in the attached Notice to Holders of Stock Options of Gemplus International S.A. dated April 12, 2006. On the other hand, if you hold GISA Stock Options that are vested and are outstanding prior to or on the Distribution Date and you would prefer to receive the Distribution rather than have such options, then you would have to exercise such GISA Stock Options by completing and returning the stock option exercise form. Such form would have to be received by our bank service provider, HSBC, in Reims, France no later than the close of business on the third business day following the Announcement. Given potential delays in the transmission and receipt of stock option exercise forms, should you wish to pursue this course of action we would encourage you to submit your forms to HSBC as soon as possible. Neither GISA nor HSBC will be responsible should forms not be received by the relevant deadline.

     (c) If You Hold Gemplus S.A. Shares

The Distribution can be made only to holders of GISA shares on the Distribution Date. GISA cannot legally make the Distribution in respect of shares of Gemplus S.A. held on the Distribution Date. Consequently, if you are a holder of Gemplus S.A. shares and you wish to receive the Distribution, you would have to exchange your Gemplus S.A. shares for GISA shares, at the exchange ratio of fifty GISA shares for one Gemplus S.A. share that has been in place since the year 2000, no later than the end of the third business day following the Announcement. For more information, please read the attached Notice to Holders of Stock Options and Shares of Gemplus S.A. dated April 12, 2006.

     (d) If You Hold Gemplus S.A. Stock Options

If you hold Gemplus S.A. Stock Options and you choose not to exercise your options and not become, in turn, a Gemplus S.A. shareholder and, as a consequence, you are not in a position to exchange Gemplus S.A. shares for GISA shares, you cannot receive the Distribution, because GISA cannot legally make the

Distribution to you if you do not hold GISA shares on the Distribution Date. Under applicable law and the terms of the relevant Gemplus S.A. stock option plans, the Distribution cannot, and would not, trigger an adjustment to any of your Gemplus S.A. Stock Options. Consequently, if you are a holder of Gemplus S.A. Stock Options and you would like to receive the Distribution, then you would have to exercise your Gemplus S.A. Stock Options and subsequently exchange your Gemplus S.A. shares for GISA shares no later than the end of the third business day following the Announcement. For more information, please read the attached Notice to Holders of Stock Options and Shares of Gemplus S.A. dated April 12, 2006. Again, we urge you not to wait until the last minute to make relevant notifications.

3. The Public Exchange Offer of Gemalto Shares for GISA Shares

To effect the combination of GISA and Axalto, Axalto (which by this point will have been renamed “Gemalto”) would make, subject to receipt or satisfaction of the approvals and other conditions in the Combination Agreement, and following the Distribution of reserves by GISA, an exchange offer to all holders of GISA shares to exchange their GISA shares for Gemalto shares at an exchange ratio of two Gemalto shares for every twenty-five GISA shares. No fractional Gemalto shares would be issued in Gemalto’s exchange offer in connection with tenders of GISA shares in multiples not evenly divisible by twenty-five; accordingly, if you hold fewer than twenty-five GISA shares you could not tender your GISA shares for Gemalto shares.

     (a) If You Hold GISA Shares on the Distribution Date or
          If You Obtain GISA Shares before the Expiration of Gemalto’s Exchange Offer

If you hold GISA shares on the Distribution Date or if, subsequent to the Distribution Date, you obtain GISA shares by exercising GISA Stock Options or by exchanging your Gemplus S.A. shares (that you hold or that you obtain by exercising Gemplus S.A. Stock Options) for GISA shares before the expiration of Gemalto’s exchange offer (which would be open for at least twenty-five trading days) in accordance with the terms of such offer, you would be entitled to exchange your GISA shares for Gemalto shares as part of Gemalto’s exchange offer and receive new Gemalto shares at the exchange ratio of two Gemalto shares for every twenty-five GISA shares you hold.

     (b) If You Hold GISA Stock Options

If you hold GISA Stock Options following the expiration of Gemalto’s exchange offer, Axalto has agreed that after expiration of Gemalto’s exchange offer you would be entitled, when you eventually exercise your GISA Stock Options for GISA shares, to exchange your GISA shares for Gemalto shares on the basis of the same exchange ratio of two Gemalto shares for every twenty-five GISA shares you hold. You will be provided with more information about how you may do this in the future. Axalto is considering the mechanism to effect your exchange of GISA shares for Gemalto shares. There may be conditions or restrictions placed upon your ability to exchange your GISA shares in order to comply with applicable law.

     (c) If You Hold Gemplus S.A. Shares

As noted above, if at the time of or following the Distribution Date you obtain GISA shares by exchanging your Gemplus S.A. shares (that you hold or that you obtain by exercising Gemplus S.A. Stock Options) for GISA shares before the expiration of Gemalto’s exchange offer, you may exchange your GISA shares for Gemalto shares as part of Gemalto’s exchange offer and receive new Gemalto shares at the exchange ratio of two Gemalto shares for every twenty-five GISA shares you hold. If you were to choose not to exchange your Gemplus S.A. shares for GISA shares prior to the termination of Gemalto’s exchange offer, you would not be able to participate in Gemalto’s exchange offer or obtain Gemalto shares as part of such offer and may not have the right to exchange for Gemalto shares at a later time.

     (d) If You Hold Gemplus S.A. Stock Options

If you hold Gemplus S.A. Stock Options following the expiration of Gemalto’s exchange offer, Axalto has agreed that you would be entitled, when you eventually exercise your Gemplus S.A. Stock Options (which

would remain valid pursuant to the terms of the relevant Gemplus Stock Option plan) and exchange the resulting Gemplus S.A. shares for GISA shares, to exchange your GISA shares for Gemalto shares on the basis of the same exchange ratio of two Gemalto shares for every twenty-five GISA shares. Axalto is considering the mechanism to effect your exchange of GISA shares for Gemalto shares. There may be conditions or restrictions placed upon your ability to exchange your GISA shares in order to comply with applicable law.

* * *

4. You Are Welcome to Ask Questions and to Request Additional Information

Please feel welcome to present any questions and requests for additional information that you might have, preferably in writing, to either of the following:

Jean-Pierre Mistral Gemplus International S.A. telephone: +41 22 544 5021 email: jean-pierre.mistral@gemplus.com		Stéphanie Ouadjed Gemplus International S.A. telephone: +352 26 005 227 email: stephanie.ouadjed@gemplus.com

Attachments:

     Notice to Holders of Stock Options of Gemplus International S.A. dated April 12, 2006
     Notice to Holders of Stock Options and Shares of Gemplus S.A. dated April 12, 2006

Exhibit 2

Notice to Holders of Stock Options and Shares of Gemplus S.A.

April 12, 2006

As a reminder, on December 7, 2005 we announced that GISA and Axalto agreed to the terms of a merger of equals transaction, pursuant to which GISA and Axalto would be combined and Axalto would be renamed Gemalto N.V. (“Gemalto”). GISA and Axalto have agreed that prior to such combination, GISA would make a distribution of its available reserves in the amount of €0.26 per GISA share to GISA shareholders (the “Distribution”). The Distribution was approved by a large majority of GISA shareholders at the general shareholders meeting held on February 28, 2006. The Distribution is to occur subject to satisfaction of conditions precedent to the transaction, including receipt of regulatory approvals, including the filing with the Autorité des marchés financiers (the “AMF”) of Gemalto’s exchange offer to all GISA shareholders to exchange their GISA shares for Gemalto shares at a ratio of two Gemalto shares for every twenty-five GISA shares (the “Exchange Ratio”). Promptly after the conditions precedents have been satisfied, GISA would make a public announcement to this effect (the “Announcement”). The Distribution could occur as early as on the fifth business day following the Announcement.

Your Gemplus S.A. Stock Options Will Not Be Adjusted as a Consequence of the Distribution

Your Gemplus S.A. stock options will remain outstanding until they are exercised or expire in accordance with their terms. The terms of the stock option plans of our French subsidiary, Gemplus S.A. (“Gemplus S.A.”), granted to you do not call for any adjustment to be made to your Gemplus S.A. stock options should GISA distribute to its shareholders all or a portion of its reserves. Likewise, under French law, as the Distribution would be made by GISA (as opposed to Gemplus S.A.), the Distribution would have an impact upon the capital structure of GISA but not upon the capital structure of Gemplus S.A.; accordingly, it would not be an event permitting adjustment, and, should an adjustment that is not mandatory under French law be made, the favourable income tax and social security regime would be lost. Consequently, for you and all holders of Gemplus S.A. stock options, the exercise price of Gemplus S.A. stock options and the number of

shares that would be received upon exercise of such stock options cannot, and therefore will not, be adjusted as a result of the Distribution.

You Currently Have the Right to Exercise Your Gemplus S.A. Stock Options and/or Exchange Your Gemplus S.A. Shares for GISA Shares So As to Receive the Distribution

The contractual right to exchange one Gemplus S.A. share for fifty GISA shares until July 31, 2010 is described in our French Prospectus dated December 7, 2000. This right and the legal principles applicable to such exchange do not call for or permit any modification of the one-to-fifty share exchange ratio should GISA distribute to its shareholders all or a portion of its reserves.

If you hold Gemplus S.A. stock options and wish to benefit from receiving the Distribution, then you would have to exercise your Gemplus S.A. stock options and exchange the Gemplus S.A. shares you receive upon such exercise for GISA shares no later than the close of business on the third business day following the Announcement. You would have to complete and submit to HSBC a form of Instruction of Exercise and/or Exchange, enclosing, if applicable, a cheque made payable to HSBC as payment of your subscription price. We have enclosed two versions of the Instruction of Exercise and/or Exchange: (1) if you would prefer to give HSBC conditional instructions (conditional upon the Announcement occurring by October 31, 2006 and the trading price of GISA shares at opening of Euronext Paris being no less than the price specified in your instruction on the date of the Announcement) as to the exercise of your Gemplus S.A. stock options and exchange of your Gemplus S.A. shares, you should complete Instruction A; (2) alternatively, if you would prefer to give HSBC unconditional instructions as to the exercise of your Gemplus S.A. stock options and exchange of your Gemplus S.A. shares, you should complete Instruction B. In each case you should send the Instruction of Exercise and/or Exchange to HSBC as soon as possible and, in any event, HSBC must receive the Instruction of Exercise and/or Exchange no later than the close of business on the third business day following the Announcement.

If you hold Gemplus S.A. shares and wish to benefit from receiving the Distribution, then you would have to exchange your Gemplus S.A. shares for GISA shares no later than the close of business on the third business day following the Announcement. You would have to complete and submit to HSBC one of the two forms of the enclosed Instruction of Exercise and/or Exchange. (1) If you would prefer to give HSBC conditional instructions (conditional upon the Announcement occurring by October 31, 2006 and the trading price of GISA shares at opening of Euronext Paris being no less than the price specified in your instruction on the date of the Announcement) as to the exchange of your Gemplus S.A. shares, you should complete Instruction A; (2) alternatively, if you would prefer to give HSBC unconditional instructions as to the exchange of your Gemplus S.A. shares, you should complete Instruction B. In each case you should send the Instruction of Exercise and/or Exchange as soon as possible and, in any event, HSBC must receive the Instruction of Exercise and/or Exchange no later than the close of business on the third business day following the Announcement.

You should also be aware that there is no guarantee that the Distribution will occur. For example, if material regulatory approvals or other conditions of the transaction have not been satisfied by October 31, 2006, either of GISA or Axalto could terminate its contractual commitment to proceed with the transaction, with the result that the Distribution would not occur.

You May Have Certain Additional Rights in connection with the Transaction

To effect the transaction, Axalto has agreed, subject to satisfaction of the conditions of the transaction, that Gemalto will make an exchange offer to all holders of GISA shares to exchange their GISA shares for Gemalto shares, at the Exchange Ratio. Gemalto’s exchange offer would be made by means of a prospectus/offer to exchange and related exchange offer materials prepared in accordance with applicable laws.

If you obtain GISA shares (as a result of having exercised your Gemplus S.A. stock options for Gemplus S.A. Shares and subsequently exchanged such Gemplus S.A. shares for GISA shares or by exchanging your

Gemplus S.A. shares for GISA shares prior to the expiration of Gemalto’s exchange offer), you would be entitled to tender your GISA shares to Gemalto as part of Gemalto’s exchange offer in accordance with the terms of the exchange offer and receive new Gemalto shares at the Exchange Ratio. No fractional Gemalto shares would be issued in Gemalto’s exchange offer in connection with tenders of GISA shares in multiples not evenly divisible by twenty-five; accordingly, if you hold fewer than twenty-five GISA shares you could not tender your GISA shares for Gemalto shares.

If you decide to exercise your Gemplus S.A. stock options and subsequently exchange your Gemplus S.A. shares resulting from such exercise for GISA shares after the expiration of Gemalto’s exchange offer, Axalto has agreed that after the expiration of the exchange offer you would be given the opportunity to exchange your resulting GISA shares for Gemalto shares at the Exchange Ratio. You will be provided with more information about how you may do this in the future. Axalto is considering the mechanism to effect your exchange of GISA shares for Gemalto shares. There may be conditions or restrictions placed upon your ability to exchange your GISA shares in order to comply with applicable law.

If you hold Gemplus S.A. shares prior to the expiration of Gemalto’s exchange offer and wish to obtain Gemalto shares as part of Gemalto’s exchange offer, you would have to exchange your Gemplus S.A. shares for GISA shares so as to receive the GISA shares and tender such GISA shares to Gemalto prior to the expiration of Gemalto’s exchange offer.

While GISA is not aware of any adverse tax consequences that would affect holders of Gemplus S.A. stock options or Gemplus S.A. shares as a result of the exercise and/or exchange described in this letter, you should consult with your tax and legal advisers to determine the tax and social costs consequences of such exercise and/or exchange under the laws of the country in which you reside, or in which you are subject to tax, which are, and will remain under your sole responsibility.

* * *

Please feel welcome to present any questions and requests for additional information that you might have, preferably in writing, to either of the following:

Jean-Pierre Mistral Gemplus International S.A. telephone: +41 22 544 5021 email: jean-pierre.mistral@gemplus.com		Stéphanie Ouadjed Gemplus International S.A. telephone: +352 26 005 227 email: stephanie.ouadjed@gemplus.com

Enclosures:

     Form of Conditional Instruction of Exercise and/or Exchange (“Instruction A”)
     Form of Unconditional Instruction of Exercise and/or Exchange (“Instruction B”)