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Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(ISIN Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

IISIN No.		LU012170629-4		Page		2		of		6

     This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is being filed with respect to the beneficial ownership of Ordinary Shares (“Ordinary Shares”) of Gemplus International S.A., a company incorporated under the laws of the Grand Duchy of Luxembourg (the “Company”), to amend the Schedule 13D filed on May 26, 2006 (the “Schedule 13D”) and amended on June 2, 2006 (the “Amendment No. 1”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Schedule 13D and Amendment No. 1.

Item 4. Purpose of Transaction.

     Item 4 is hereby amended in its entirety as follows:

     On December 6, 2005, Gemalto N.V., then named Axalto Holding N.V. (“Gemalto”), entered into a Combination Agreement (the “Combination Agreement”) with the Company, certain entities of the Texas Pacific Group (the “TPG Entities”) and certain Quandt family entities and members (the “Quandt Entities” and together with the TPG Entities, the “Significant Shareholders”) party thereto. The TPG Entities and the Quandt Entities also each respectively entered into with Gemalto a Contribution in Kind Agreement (together, the “Contribution Agreements”) under which each of them agreed, subject to various conditions, to contribute the Contribution Shares to Gemalto, constituting an aggregate of 43.6% of the outstanding Shares, in exchange for shares of Gemalto (the “Contribution”). Under the Combination Agreement and the Contribution Agreements, the Contribution of the Contribution Shares by the Significant Shareholders were made in exchange for shares of Gemalto issued through an increase in the share capital of Gemalto reserved to the Significant Shareholders, at a ratio of 2 Gemalto shares for every 25 Ordinary Shares (the “Exchange Ratio”). Concurrent with the Contribution, the Company commenced the distribution pro rata to all of its shareholders as of such date, including the TPG Entities and the Quandt Entities, Euro 0.26 per Company share from its available share premium/reserves under the terms of the Combination Agreement.

     Under the terms of the Combination Agreement, on June 1, 2006 Gemalto made the requisite filing with the French AMF to commence a global offer (the “Offer”) for the remaining Ordinary Shares it does not then hold, at the Exchange Ratio. The French AMF published its avis de depot relating to the Offer on June 2, 2006. On June 13, 2006, the French AMF published its décision de recevabilité with respect to the Offer. On July 6, 2006, the French AMF published its visa and approved the listing of Gemalto shares on the Euronext Paris. On July 10, 2006, Gemalto published the note d’information relating to the Offer in the French and the U.S. financial press. On July 11, 2006, the French AMF published its avis d’ouverture regarding the Offer, allowing for acceptances under the Offer.

     The Offer expired on August 14, 2006. On August 25, 2006, Euronext announced that 324,481,977 Ordinary Shares had been tendered into the Offer. On August 25, 2006, Gemalto accepted for exchange an aggregate of 324,481,977 Ordinary Shares, representing 317,070,915 Ordinary Shares and 3,705,531 ADSs tendered, or 51.2% of the outstanding Ordinary Shares of the Company. In addition, Gemalto accepted one Company warrant in exchange for one Gemalto warrant. Following the settlement of the Offer on August 30, 2006, Gemalto held 599,295,777 Ordinary Shares representing 94.56% of the share capital and 94.68% of the voting rights of the Company, as well as one warrant issued by the Company. A copy of the press

release issued by Gemalto on August 25, 2006 announcing the results of the Offer is attached hereto as Exhibit 4 and incorporated herein by reference.

     As previously disclosed in the note d’information relating to the Offer and as permitted under French law, since Gemalto owns more than two-thirds of the share capital and voting rights of the Company as a result of the Offer, Gemalto will request to reopen the Offer at any time within 10 trading days following the announcement by the AMF of the results of the Offer, at the same Exchange Ratio and other terms and conditions as the Offer (the “Subsequent Offer Period”). Gemalto will accept for exchange all outstanding Ordinary Shares and ADSs that are validly tendered prior to the expiration of the Subsequent Offer Period. Ordinary Shares, ADSs and the warrant tendered into the Offer, which expired on August 14, 2006, cannot be withdrawn during the Subsequent Offer Period.

     Gemalto intends and expects, through the Contribution and Offer, to gain control of the Company in the context of the business combination of the Company and Gemalto. Under the terms of the Combination Agreement, upon the completion of the Contribution, the Company recomposed its board of directors by (i) setting the number of directors at five; (ii) replacing the current directors with Daniel Le Gal, Alex Mandl, Olivier Piou, Werner Koepf and Michel Soublin, each for a term ending at the Company’s general meeting approving the annual accounts for the year ending December 31, 2008; and (iii) granting authorization to the board of directors of the Company to delegate day to day management to any of the five directors. Olivier Piou is currently and under the terms of the Combination Agreement will remain the Chief Executive Officer and a member of the board of directors of Gemalto. Michel Soublin is currently a member of the board of directors of Gemalto. Upon completion of the Contribution, Alex Mandl became Executive Chairman of the board of directors of Gemalto and was replaced as Chief Executive Officer of the Company by Frans Spaargaren, Chief Financial Officer of the Company. Other management restructuring of the Company and Gemalto will also be implemented in the context of the business combination of the Company and Gemalto. The Combination Agreement and Contribution Agreements were filed as Exhibits 1, 2 and 3 to the Schedule 13D and the description of these agreements contained herein are qualified by their entirety by reference to such Exhibits, which are incorporated by reference hereby.

     Depending on the number of Ordinary Shares and ADSs that remain held by the public following completion of the Offer and the Subsequent Offer Period, the ADSs may be required to cease to be quoted on the Nasdaq National Market and/or the Ordinary Shares and ADSs may become eligible for termination of registration under Section 12 of the Act; the Ordinary Shares may likewise no longer meet the requirement for listing on Euronext Paris. Gemalto also reserves the right, if available, to cause such termination of quotation, listing or registration or termination of the Company’s ADS program in the future.

     Under the terms of the Combination Agreement, Gemalto and the Company will remain separate legal entities upon completion of the Offer and the Subsequent Offer Period. Gemalto and the Company reserve the right to examine the possibility of restructuring the companies in the context of the business combination. To the extent a procedure that would give Gemalto the right to acquire shares that it does not currently hold is available, Gemalto reserves

the right to conduct such a procedure or other transaction with similar effect, including by merger, if it determines to do so.

     Except as set forth above, neither Gemalto nor any person named in Schedule A has any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Gemalto may, at any time, review or reconsider its position with respect to the Company and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.

Item 5. Interest in Securities of the Issuer.

Items 5(a) — (c) are hereby amended and restated in their entirety as follows:

     (a) As a result of the transactions described in this statement, Gemalto directly owns 599,295,777 Ordinary Shares of the Company, which constitute approximately 94.56% of the outstanding Ordinary Shares of the Company. The percentage used in this paragraph 5(a) is calculated based upon 633,746,430 Ordinary Shares outstanding as of August 14, 2006 as communicated by the Company on August 14, 2006.

     (b) Gemalto holds voting and dispositive power over the 599,295,777 Ordinary Shares it owns.

     (c) Pursuant to the Combination Agreement and the Contribution Agreements, (i) on June 2, 2006, Gemalto acquired 274,813,800 Ordinary Shares in exchange for 21,985,104 Gemalto shares, and (ii) during the Offer from July 11, 2006 to August 14, 2006, Gemalto acquired 317,070,915 Ordinary Shares and 3,705,531 ADSs in exchange for 25,958,559 Gemalto shares. Except for the Combination Agreement, Contribution Agreements, the Offer and the transactions contemplated thereby, neither Gemalto nor, to the best of its knowledge any of the directors or executive officers listed in Schedule A to the Schedule 13D, has effected any transactions in the Ordinary Shares in the last 60 days.

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SIGNATURES

     After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: August 30, 2006

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO SCHEDULE 13D WITH RESPECT TO
GEMPLUS INTERNATIONAL S.A.]