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As filed with the Securities and Exchange Commission on April 26, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A / A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENESYS S.A.
(Exact name of registrant as specified in charter)
FRANCE
(State of incorporation or organization)
N.A.
(I.R.S. Employer Identification no.)
Le Regent
4, rue Jules Ferry N.A.
B.P. 1145 (Zip Code)
34008 Montpellier Cedex 01
France
(Address of Principal Executive Offices)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12 (b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), with the effectiveness of a
please check the following box. |_| concurrent registration pursuant
to General Instruction A.(d),
please check the following box. |X|
Securities Act registration statement to which this form relates: 333-55392
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
Title of Each Class Name of Each Exchange On Which
to be so Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Ordinary shares, nominal value EUR 5 per share, represented by American
Depositary Shares (as evidenced by American Depositary Receipts), each American
Depositary Share representing one-half of one ordinary share.
(Title of class)
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Introductory Note:
This Registration Statement amends the Registration Statement on Form 8-A filed
on April 24, 2001 to indicate that the securities are being registered pursuant
to Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and not Section 12(b) of the Exchange Act as indicated in the
prior filing.
Item 1. Description of Registrant's Securities to be Registered
For a description of the securities to be registered hereunder,
reference is made to the information under the headings "Description of the
Genesys Share Capital" and "Description of Genesys American Depositary Shares"
on pages 153 through 162 and pages 163 through 168, respectively, of the
registrant's proxy statement / prospectus (Registration No. 333-55392), dated
February 12, 2001, which information is hereby incorporated herein by reference
and made part of this registration statement in its entirety.
Item 2. Exhibits.
1. Proxy statement / prospectus dated February 12, 2001, incorporated
by reference to the registrant's filing under Rule 424(b) with the Securities
and Exchange Commission on February 14, 2001 (Registration No. 333-55392).
2. By-laws of Genesys S.A., incorporated by reference to Exhibit 3.1
to the registrant's Registration Statement on Form F-4 (Registration No.
333-55392).
3. Form of Deposit Agreement, incorporated by reference to Exhibit (a)
to the Registration Statement on Form F-6 (Registration No. 333-13164) filed
with respect to the American Depositary Shares.
4. Form of Specimen American Depositary Receipt evidencing the
American Depositary Shares (included as Exhibit A to Exhibit 3 above).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement or
amendment thereto to be signed on its behalf by the undersigned, thereunto duly
authorized.
GENESYS S.A.
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(Registrant)
Date: April 26, 2001 By: /s/ Pierre Schwich
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Name: Pierre Schwich
Title: Chief Financial
Officer
INDEX TO EXHIBITS
Exhibit No. Exhibit
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1. Proxy statement / prospectus, incorporated by reference
to the registrant's filing under Rule 424(b) with the
Securities and Exchange Commission on February 14, 2001
(Registration No. 333-55392).
2. By-laws of Genesys S.A., incorporated by reference to
Exhibit 3.1 to the registrant's Registration Statement
on Form F-4 (Registration No. 333-55392).
3. Form of Deposit Agreement, incorporated by reference to
Exhibit (a) to the Registration Statement on Form F-6
(Registration No. 333-13164) filed with respect to the
American Depositary Shares.
4. Form of Specimen American Depositary Receipt evidencing
the American Depositary Shares (included as Exhibit A
to Exhibit 3 above).