As filed with the Securities and Exchange Commission on May 3, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Genesys S.A.
(Exact Name of Registrant as Specified in Its Charter)
Republic of France Not Applicable
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Le Regent
4 rue Jules Ferry BP1145
34008 Montpellier Cedex 01,
France
(Address of Registrant's Principal Executive Offices)
VIALOG CORPORATION 1996 STOCK PLAN
VIALOG CORPORATION 1999 STOCK PLAN
(Full Title of the Plans)
Margie Medalle
Genesys Conferencing, Inc.
400 South Ulster Street, 12th Floor
Denver, Colorado 80237
Telephone: (303) 267-1272
with a copy to:
Deborah E. Kurtzberg, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities Amount to be Proposed Proposed Amount of
to be registered (1) registered (2) maximum maximum registration
offering aggregate fee
price per offering price
share (3)
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Ordinary shares, no par value 804,593 $23.15 $18,626,328 $4,656.58
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(1) American Depositary Receipts (each an "ADR") evidencing American Depositary
Shares (each an "ADS") issuable upon deposit of the ordinary shares registered
hereby are registered pursuant to a separate Registration Statement on Form F-6
(Reg. No. 333-13164).
(2) Together with an indeterminate number of shares that may be necessary in
connection with any adjustment to the number of shares reserved for issuance
pursuant to the Vialog Corporation 1996 Stock Plan and Vialog Corporation 1999
Stock Plan as the result of a stock split, stock dividend or similar event
affecting the outstanding ordinary shares of Genesys S.A. (the "Registrant" or
the "Corporation").
(3) With respect to the ordinary shares of the Corporation (the "Shares")
covered by options, estimated solely for the purposes of calculating the
registration fee with respect to the Shares being registered hereby pursuant to
Rule 457(h) under the Securities Act of 1933, as amended, on the basis of two
times the average of the high and low reported prices of the ADRs representing
the Corporation's ordinary shares reported on the NASDAQ on April 30, 2001. Each
ADS equals one half of one Share. The average of the high and low reported price
for one ADR was $11.575 on April 30, 2001.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the
Corporation with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
(i) The Corporation's Registration Statement on Form F-4 (Registration
No. 333-55392), filed under the Securities Act of 1933, as amended (the
"Securities Act"), with the Commission on February 12, 2001 and the
Corporation's Registration Statement on Form F-4 (Registration No. 333-57464),
filed under the Securities Act of 1933, as amended (the "Securities Act"), with
the Commission on March 23, 2001;
(ii) The description of the Shares and ADSs contained under the
headings "Description of Genesys Share Capital Stock" and "Description of
Genesys American Depositary Receipts" in the Corporation's Registration
Statement on Form F-4 (Registration No. 333-55392), filed with the Commission on
February 12, 2001; and
(iii) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by registration document referred to in (i)
above.
All reports and other documents filed by the Corporation pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which indicates that all securities offered hereunder have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant maintains insurance against liabilities which may be incurred by
its directors and officers, including insurance against liabilities under the
Securities Act. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant, the Registrant has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):
4.1 By-laws of Genesys S.A. (filed as Exhibit 3.1 to the
Corporation's Form F-4 Registration Statement (Reg. No.
333-55392) (the "Form F-4 Registration Statement") and
incorporated herein by reference)
4.2 Vialog Corporation 1996 Stock Plan
4.3 Vialog Corporation 1999 Stock Plan
4.4 Form of Deposit Agreement, by and among Genesys SA, The Bank
of New York, as Depositary, and Owners and Beneficial Owners
of American Depositary Receipts (incorporated herein by
reference to Exhibit 4.1 to the Form F-4 Registration
Statement)
5.1 Opinion of Marie Capela-Laborde, as to the validity of the
securities being registered
23.1 Consent of Ernst & Young Audit, Independent Accountants with
respect to Genesys S.A. financial statements
23.2 Consent of KPMG LLP with respect to the Vialog Corporation
financial statements
23.3 Consent of KPMG LLP with respect to the Telephone Business
Meetings, Inc. financial statements
23.4 Consent of KPMG LLP with respect to the Conference Source
International, Inc. financial statements
23.5 Consent of KPMG LLP with respect to the A Business Conference
Call, Inc. financial statements
23.6 Consent of Ernst & Young LLP with respect to the Williams
Conferencing financial statements
23.7 Consent of Ernst & Young LLP with respect to the Aloha
Conferencing financial statements
23.8 Consent of KPMG LLP with respect to the Aloha Conferencing
financial statements
23.9 Consent of Ernst & Young with respect to the VideoWeb Limited
financial statements
23.10 Consent of Ernst & Young with respect to the Eureka Global
Teleconferencing Services GmbH and Telechoice Deutschalnd GmbH
combined financial statements
23.11 Consent of KPMG LLP with respect to the Astound Incorporated
financial statements
23.12 Consent of Marie Capela-Laborde (included in Exhibit 5.1)
24.1 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 this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of the prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(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 this
Registration Statement; provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(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.
(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 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 15(d) of the Exchange
Act (and, where applicable, each filing of the employee benefit plans' annual
report pursuant to 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 that 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 Securities Act and will be governed by the final
adjudication of such issue.
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
the requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf, thereunto duly authorized, in Montpellier,
France on this 3rd day of May, 2001.
GENESYS S.A.
By: /s/ Francois Legros
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Name: Francois Legros
Title: Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Francois Legros and Pierre Schwich as his
true and lawful attorney with power of substitution and resubstitution to sign
in his name, place and stead in any and all such capacities the Registration
Statement and any and all amendments thereto (including post-effective
amendments) and any documents in connection therewith, and to file the same with
the Securities and Exchange Commission, said attorney to have full power and
authority to do and perform, in the name and on behalf of each such officer and
director of our company who shall have executed such a power of attorney, every
act whatsoever which such attorney may deem necessary or desirable to be done in
connection therewith as fully and to all intents and purposes as such officer or
director of our company might or could do in person.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 3rd day of May, 2001.
Signature Title Date
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/s/ Francois Legros Chairman and Chief Executive Officer
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Francois Legros
/s/ Pierre Schwich Executive Vice President Finance
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Pierre Schwich
/s/ Jean-Jacques Bertrand Director
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Jean-Jacques Bertrand
/s/ Jean-Charles Bouillet Director
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Jean-Charles Bouillet
/s/ Philippe Piriou Director
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Philippe Piriou
/s/ Margie Medalle Executive Vice President - America
- ----------------------------- and Authorized Representative in the
Margie Medalle United States
EXHIBIT INDEX
Exhibit Description Method of Filing
Number
4.1 By-laws of Genesys S.A. Filed as Exhibit 3.1
to the Corporation's
Form F-4 Registration
Statement (Reg. No.
333-55392) and
incorporated herein
by reference
4.2 Vialog Corporation 1996 Stock Plan Filed herewith
4.3 Vialog Corporation 1999 Stock Plan Filed herewith
4.4 Form of Deposit Agreement, by and among Genesys SA, The Bank Filed as Exhibit 4.1
of New York, as Depositary, and Owners and Beneficial Owners to the Form F-4
of American Depositary Receipts (incorporated herein by Registration
reference to Exhibit 4.1 to the Form F-4 Registration Statement (Reg. No.
Statement) 333-55392) and
incorporated herein
by reference
5.1 Opinion of Marie Capela-Laborde, as to the validity of the Filed herewith
securities being registered
23.1 Consent of Ernst & Young Audit, Independent Accountants with Filed herewith
respect to Genesys S.A. financial statements
23.2 Consent of KPMG LLP with respect to the Vialog Corporation Filed herewith
financial statements
23.3 Consent of KPMG LLP with respect to the Telephone Business Filed herewith
Meetings, Inc. financial statements
23.4 Consent of KPMG LLP with respect to the Conference Source Filed herewith
International, Inc. financial statements
23.5 Consent of KPMG LLP with respect to the A Business Conference Filed herewith
Call, Inc. financial statements
23.6 Consent of Ernst & Young LLP with respect to the Williams Filed herewith
Conferencing financial statements
23.7 Consent of Ernst & Young LLP with respect to the Aloha Filed herewith
Conferencing financial statements
23.8 Consent of KPMG LLP with respect to the Aloha Conferencing Filed herewith
financial statements
23.9 Consent of Ernst & Young with respect to the VideoWeb Limited Filed herewith
financial statements
23.10 Consent of Ernst & Young with respect to the Eureka Global Filed herewith
Teleconferencing Services GmbH and Telechoice Deutschalnd GmbH
combined financial statements
23.11 Consent of KPMG LLP with respect to the Astound Incorporated Filed herewith
financial statements
23.12 Consent of Marie Capela-Laborde (included in Exhibit 5.1) Filed herewith
24.1 Powers of Attorney (included on signature page) Filed herewith