Registration No. 333-103508
As Filed with the Securities and Exchange Commission on October 6, 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
GEMPLUS INTERNATIONAL S.A.
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(Exact name of issuer of deposited securities as specified in its charter)
N/A
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(Translation of issuer's name into English)
Grand Duchy of Luxembourg
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(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
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(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 602 3761
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(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
GEMPLUS CORP.
3 Lagoon Dr., Suite 300,
Redwood City, CA 94065
(650) 654-2900
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(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Kevin F. Connolly
White & Case
5 Old Broad Street
London EC2N 1DW
England
It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |X|
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Amount of
Title of Each Class of Amount to be Proposed Maximum Aggregate Offering Registration Fee**
Securities to be Registered Registered Aggregate Pice Per Unit* Price**
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American Depositary Shares, each
representing two (2) ordinary 100,000,000 American $5.00 $5,000,000.00 $460.00
shares, with no nominal value, of Depositary Shares
Gemplus International S.A..
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* Each unit represents 100 American Depositary Shares.
** Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is
computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts
evidencing American Depositary Shares.
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*** Registration fees paid in connection with the initial registration of 100,000,000 American Depositary Shares on
Registration Statement No. 333-103508.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration
Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
("ADR" or "American Depositary Receipt") included as Exhibit A to the Second
Supplemental Agreement to Deposit Agreement, filed as Exhibit (a)(3) to the
Registration Statement on Form F-6, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Cross Reference Sheet
Location in Form of American Depositary Receipt
Item, Number and Caption ("Receipt") Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal Face of Receipt - Introductory paragraph
executive office (as amended by the Supplemental Agreement to the
Deposit Agreement filed as Exhibit (a)(2) to the
Registration Statement)
2. Title of American Depositary Receipts and identity Face of Receipt - Top center
of deposited securities
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt - Upper right corner
represented by one unit of American
Depositary Receipts
(ii) The procedure for voting, if any, the Reverse of Receipt - Paragraphs (15) and (16)
deposited securities
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14)
(iv) The transmission of notices, reports and Face of Receipt - Paragraph (13)
proxy soliciting material Reverse of Receipt - Paragraph (15)
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14) and (15)
(vi) The deposit or sale of securities resulting Face of Receipt - Paragraphs (3) and (7)
from dividends, splits or plans of Reverse of Receipt - Paragraphs (14) and (17)
reorganization
(vii) Amendment, extension or termination of the Reverse of Receipt - Paragraphs (21) and (22) (no
Deposit Agreement provision for extensions)
(viii) Rights of holders of American Depositary Face of Receipt - Paragraph (13)
Receipts to inspect the transfer books of
the Depositary and the list of holders of
American Depositary Receipts
(ix) Restrictions upon the right to deposit or Face of Receipt -Paragraphs (2), (3), (4) , (6), (7),
withdraw the underlying securities (9) and (10)
(x) Limitation upon the liability of the Face of Receipt - Paragraph (7)
Depositary Reverse of Receipt - Paragraphs (18) and (19)
3. Fees and Charges Face of Receipt - Paragraph (10)
Face of Receipt - Paragraph (13)
Item - 2. AVAILABLE INFORMATION
The Company is subject to the periodic reporting requirements of the Securities
Exchange Act of 1934, as amended, and, accordingly, files certain reports with
the United States Securities and Exchange Commission (the "Commission"). These
reports can be inspected by holders of Receipts and copied at public reference
facilities maintained by the Commission located at Judiciary Plaza, 450 Fifth
Street, N.W. (Room 1024), Washington D.C. 20559, and at the principal executive
office of the depository.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) Deposit Agreement. Deposit Agreement, by and among Gemplus
International S.A. (the "Company"), Citibank, N.A., as
depositary, and all owners and holders from time to time of
American Depositary Receipts issued thereunder (the "Deposit
Agreement"). Previously filed.
(a)(2) Supplemental Agreement to Deposit Agreement. Supplemental
Agreement regarding the ADR program for the shares of the
Company, dated as of February 10, 2003, between the Company
and Deutsche Bank Trust Company Americas, as depositary (the
"Depositary"), including the Form of American Depositary
Receipt. Previously filed.
(a)(3) Second Supplemental Agreement to Deposit Agreement.
Supplemental Agreement regarding the ADR program for the
shares of the Company, dated as of June 28, 2005 between the
Company and Deutsche Bank Trust Company Americas, as
depositary (the "Depositary"), including the Form of
American Depositary Receipt appearing as Exhibit A thereto.
Filed herewith as Exhibit (a)(3).
(b) Any other agreement to which the Depositary is a party
relating to the issuance of the American Depositary Shares
registered hereunder or the custody of the deposited
securities represented thereby. Not applicable.
(c) Every material contract relating to the deposited securities
between the Depositary and the issuer of the deposited
securities in effect at any time within the last three (3)
years. Not applicable.
(d) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel
for the Depositary as to the legality of the securities to
be registered. Previously filed.
(e) Certification under Rule 466. Not applicable.
(f) Termination Letter from the Company to Citibank, N.A.
Letter, dated February 19, 2003, pursuant to which the
Company terminated the appointment of Citibank, N.A., as
depositary under its ADR Program. Previously filed.
Powers of Attorney for certain officers and directors and
the authorized representative of the Company. - Set forth on
the signature pages hereto.
Item 4. UNDERTAKINGS
(a) The Depositary hereby undertakes to make available at the
principal office of the Depositary in the United States, for
inspection by holders of the American Depositary Receipts,
any reports and communications received from the Company
which are both (1) received by the Depositary as the holder
of the deposited securities, and (2) made generally
available to the holders of the underlying securities by the
Company.
(b) If the amounts of fees charged are not disclosed in the
prospectus, the Depositary undertakes to prepare a separate
document stating the amount of any fee charged and
describing the service for which it is charged and to
deliver promptly a copy of such fee schedule without charge
to anyone upon request. The Depositary undertakes to notify
each registered holder of an American Depositary Receipt
thirty (30) days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that all the
requirements for filing on Form F-6 are met and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of London, on October 5, 2005.
Legal entity created by the agreement
for the issuance of American
Depositary Receipts evidencing
American Depositary Shares, each
representing two (2) ordinary shares,
with no nominal value, of Gemplus
International S.A.
Deutsche Bank Trust Company Americas,
As Depositary
By: /s/ Mark Downing
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Mark Downing
Vice President
Deutsche Bank Trust Company Americas,
As Depositary
By: /s/ Clare Benson
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Clare Benson
Vice President
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as amended,
Gemplus International S.A. certifies that it has reasonable grounds to believe
that all the requirements for filing on From F-6 are met and has caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Geneva, on October 5, 2005.
Gemplus International S.A.
By: /s/ Frans Spaargaren
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Name: Frans Spaargaren
Title: Chief Financial Officer and Principal
Accounting Officer
By: /s/ Stephen Juge
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Name: Stephen Juge
Title: General Counsel
POWERS OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears
below hereby constitutes and appoints Stephen Juge or Blandine Cordier-Palasse
to act as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all such
capacities, to sign any and all amendments including post-effective amendments
and supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on October 5, 2005.
Signature Title
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/s/ Dominique Vignon Chairman of the Board of Directors
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Dominique Vignon
/s/ David Bonderman Vice Chairman of the Board of Directors
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David Bonderman
/a/ Alex Mandl Director and Chief Executive Officer
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Alex Mandl
/s/ Frans Spaargaren Chief Financial Officer and Principal Accounting
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Frans Spaargaren
/s/ Michel Akkermans Director
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Michel Akkermans
/s/ Geoffrey D. Fink Director
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Geoffrey D. Fink
/s/ Dr Johannes Fritz Director
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Dr Johannes Fritz
/s/ Kurt Hellstrom Director
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Kurt Hellstrom
Director
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Werner Karl Koepf
Director
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Peter Kraljic
Director
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Daniel Le Gal
/s/ John Ormerod Director
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John Ormerod
/s/ William S Price Director
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William S Price III
/s/ Tony Pingelli Authorized Representative in the United States
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Tony Pingelli
INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
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(a)(3) Second Supplemental Agreement to Deposit Agreement