As filed with the Securities and Exchange Commission on May 14, 2007

Registration No. 333-13222

 

 

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

Gemplus International S.A.

 

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

46A, Avenue J.F. Kennedy
L-1855, Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive offices)

Gemplus International S.A. 2000-2001 Stock Option Plan
Gemplus International S.A. 2000-2001 Option Reserve Plan
Gemplus International S.A. Share and Option Exchange Plan

(Full title of the plan)

Mr. Len Pojunas (“Agent”)
Gemalto Inc.
8311 North FM 620 Road
Austin, Texas 78726
Telephone: (512) 257-3900
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to
Jon J. Lyman, Esq.
Willkie Farr & Gallagher LLP
1 Angel Court
London EC2R 7HJ
England
Telephone: 011 44 207 696 5440

 

 

DEREGISTRATION OF SECURITIES

     Pursuant to a Registration Statement on Form S-8 (File No. 333-13222) (the “Registration Statement”) filed with the Securities and Exchange Commission on March 1, 2001, Gemplus International S.A. (“Gemplus”) registered an aggregate of 70,000,000 Ordinary Shares, no par value per share, evidenced by American Depositary Receipts (“ADRs”), representing American Depositary Shares (the “Shares”), to be offered pursuant to the Gemplus International S.A. 2000-2001 Stock Option Plan, the Gemplus International S.A. 2000-2001 Option Reserve Plan and the Gemplus International S.A. Share and Option Exchange Plan (the “Gemplus Plans”). This Amendment No. 1 to the Registration Statement (this “Amendment”) is being filed in connection with the mandatory acquisition of the shares of Gemplus not held by Gemalto N.V. (“Gemalto”) pursuant to Luxembourg law (the “Mandatory Acquisition”). Following the Mandatory Acquisition, Gemplus no longer intends to offer Shares to its employees under the Gemplus Plans pursuant to this Registration Statement. The purpose of this Amendment is to terminate the Registration Statement.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on this 1^st day of May, 2007.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title(s)		Date
/s/ Eke Bijzitter   Eke Bijzitter		Director and Chief Executive Officer (Principal Executive Officer)		May 1, 2007
/s/ Charles Desmartis   Charles Desmartis		Chief Financial Officer (Principal Financial Officer) and Principal Accounting Officer		May 3, 2007
/s/ Olivier Piou   Gemalto N V, represented by Olivier Piou, CEO		Director		April 30, 2007
/s/ Christophe Pouteau   Christophe Pouteau		Director		May 3, 2007
/s/ Lloyd Smith   Lloyd Smith		Director		May 4, 2007
/s/ Len Pojunas   Len Pojunas		Duly authorized representative in the United States		May 1, 2007