As filed with the Securities and Exchange Commission on November 16, 2000
Registration No. 333-[ ]
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ActivCard S.A.
(Exact name of registrant as specified in its charter)
The Republic of France 7372 Inapplicable
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Identification No.)
organization) Classification Code Number)
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24-28, Avenue Du General De Gaulle
92156 Suresnes Cedex, France
(Address of principal executive offices, including zip code)
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ActivCard S.A.
1997 FRENCH STOCK OPTION PLAN
1998 FRENCH STOCK OPTION PLAN
STOCK OPTION PLAN 1999
STOCK OPTION PLAN 2000
(Full title of the plans)
Jean-Gerard Galvez
Chairman, President and Chief Executive Officer
6531 Dumbarton Circle
Fremont, California 94555
(Name and address of agent for service)
(510) 574-0100
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Registration
Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
American Depositary Shares (ADSs) (1) (1)
evidenced by American Depositary 4,079,860 ADSs $10.45 $42,634,537.00 $11,255.52
Receipts (ADRs), each ADS
evidencing Ordinary Share, (2) (2)
Nominal Value FF6.25 per Ordinary 978,612 ADSs $23.81 $23,300,751.75 $ 6,151.40
Share, of ActivCard S.A.
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$65,935,288.75 $17,406.92
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</TABLE>
(1) Pursuant to Rule 457(h), the offering price of ADSs is based on the per
share option exercise price.
(2) Pursuant to Rule 457(c) and 457(h), offering prices are based on $23.81
per ADS for 987,612 ADSs based on the average of the high and low prices of
Common Stock on the Nasdaq consolidated reporting system on November 13, 2000,
and is estimated solely for purpose of calculating the registration fee.
<PAGE>
INTRODUCTORY STATEMENT
ActivCard S.A., a societe anonyme organized under the laws of
France (the "Registrant"), files this Registration Statement on Form S-8 (the
"Registration Statement") relating to the sale of up to 5,058,472 of American
Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs").
Each ADS represents one Ordinary Share, nominal value FF6.25 per share, of the
Registrant. The ADSs are deliverable upon the exercise of certain stock options
granted under the ActivCard S.A. 1997 French Stock Option Plan, the 1998 French
Stock Option Plan, the Stock Option Plan 1999 and the Stock Option Plan 2000
(collectively, the "Plans").
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (hereinafter, the
"Securities Act"), and the "Note" to Part I of Form S-8.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with or
furnished to the Securities and Exchange Commission (the "Commission") by the
Registrant, under Commission File No. 1-11130, are incorporated herein by
reference and made a part hereof:
(a) the description of the Registrant's Ordinary Shares and
the American Depositary Shares contained in the Registration Statement
on Form F-1/A, filed on March 14, 2000 (the "Form-1/A") filed by the
Registrant with the Commission under the Securities Exchange Act of
1934, as amended (the "Exchange Act"),
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date
of this Registration Statement, prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
hereby have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
any document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
French law generally prohibits the Registrant from entering
into indemnification agreements with its directors and officers providing for
limitations on personal liability for damages and other costs and expenses that
may be incurred by directors and officers arising out of or related to acts or
omissions in such capacity. French law also prohibits the STATUTS of the
Registrant from providing for the limitation of liability of a member of the
Board of Directors. These prohibitions may adversely affect the ability of the
Registrant to attract and retain directors. Generally, under French law,
directors and officers will not be held personally liable for decisions taken
diligently and in the corporate interest of the Registrant. Nevertheless, the
Registrant has obtained insurance to cover directors' and officers' legal
liability arising from alleged wrongful acts that might occur in their
respective capacities. The Registrant believes that this insurance is comparable
to that maintained by other companies similar to it.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by
reference to another filing of the Registrant with the Commission, each of the
following exhibits is filed herewith:
4.1 Amended STATUTS, or charter and by-laws of the
Registrant (English translation) (previously filed as
an exhibit to the Registrant's Form-1/A (filed with
the Commission on March 14, 2000 and incorporated
herein by reference).
4.2 Form of Deposit Agreement, among the Registrant and
The Bank of New York, as Depositary and the holders
from time to time of the American Depositary Receipts
issued thereunder (including, as an exhibit thereto,
the form of American Depositary Receipt) (filed with
the Commission on March 14, 2000 and incorporated
herein by reference).
4.3.1 1997 French Stock Option Plan.
4.3.2 1998 French Stock Option Plan.
4.3.3 Stock Option Plan 1999.
4.3.4 Stock Option Plan 2000.
5 Opinion of Shearman & Sterling, counsel to the
Registrant as to the legality of the securities
registered hereby.
23.1 Consent of Ernst & Young.
24 Powers of attorney (included on signature page)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes;
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in aggregate, represent a fundamental change
in the information set forth in this registration statement;
and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this registration statement;
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(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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, in Paris, France on July 24, 2000.
ActivCard S.A.
By: /s/ Jean-Gerard Galvez
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Jean-Gerard Galvez
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on July 24, 2000. In addition, each of the undersigned
hereby constitutes and appoints Jean-Gerard Galvez and George Wikle jointly and
severally, his attorneys-in-fact, each with power of substitution, in his name
and in the capacity indicated below, to sign any and all further amendments
(including post-effective amendments) to the Registration Statement and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Signature Title
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Jean-Gerard Galvez Chairman of the Board of Directors, President
and Chief Executive Officer
/s/ Jean-Gerard Galvez
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Yves Audebert Vice Chairman of the Board of Directors and
Chief Technology Officer
/s/ Yves Audebert
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George Wikle Chief Financial Officer and Secretary and
Authorized Representative in the United States
/s/ George Wikle
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James E. Ousley Director
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Sergio Cellini Director
/s/ Sergio Cellini
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Clifford Gundle Director
/s/ Clifford Gundle
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Montague Koppel Director
/s/ Montague Koppel
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Lee Kheng Nam Director
/s/ Lee Kheng Nam
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Antoine R. Spillman Director
/s/ Antoine R. Spillman
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EXHIBIT INDEX
Exhibit Number Description Page
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4.1 Amended STATUTS, or charter and by-laws of the
Registrant (English translation) (previously
filed as an exhibit to the Registrant's Form-1/A
(filed with the Commission on March 14, 2000
and incorporated herein by reference).
4.2 Form of Deposit Agreement, among the Registrant
and The Bank of New York, as Depositary and the
holders from time to time of the American Depositary
Receipts issued thereunder (including, as an exhibit
thereto, the form of American Depositary Receipt)
(filed with the Commission on March 14, 2000 and
incorporated herein by reference).
4.3.1 1997 French Stock Option Plan.
4.3.2 1998 French Stock Option Plan.
4.3.3 Stock Option Plan 1999.
4.3.4 Stock Option Plan 2000.
5 Opinion of Shearman & Sterling, counsel to the
Registrant as to the legality of the securities
registered hereby.
23.1 Consent of Ernst & Young.
24 Powers of attorney (included on signature page).
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