SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
October 17, 2001
GENESYS S.A.
(Exact name of registrant as specified in its charter)
L'Acropole, 954-980 avenue Jean Mermoz, 34000 Montpellier, FRANCE
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
-- --
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes No X
--- ---
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .
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[GENESYS LOGO OMITTED]
FOR IMMEDIATE RELEASE - October 16, 2001
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Genesys Conferencing to issue new shares on the Euronext Paris Stock
Exchange for a total amount of approximately euro 25 million
Montpellier, France - October 16, 2001 - Genesys Conferencing (Euronext Paris :
3955 and Nasdaq National Market New-York : GNSY), the world's leading
conferencing specialist, announced today that it will issue new shares on the
Euronext Paris Stock Exchange to raise approximately euro 25 million.
Given the favorable environment for the conferencing industry, Genesys
Conferencing is looking at reinforcing its financial capacity in order to:
- maintain the capacity of its technical platforms to face the increase
in volumes and preserve planned safety margins, and
- support the accelerating deployment of its services, to meet the
increase in demand for value-added services from multinationals
companies.
Terms of the offering :
In the offering, Genesys will issue 1 520 380 new shares or up to 1 748 438 new
shares if the underwriter's overallotment option is exercised. The offering will
be made on the Euronext Paris Stock Exchange without preferential subscription
rights or priority subscription period for existing shareholders.
The offering will include an institutional placement in France and outside
France (and outside the United States and Canada), and a retail offering to
investors located in France. The subscription period will last from Wednesday
October 17, to Friday October 19. Final transaction terms will be determined in
the evening on Tuesday, October 16.
These materials are not an offer for sale of Genesys' shares in the United
States. Genesys' shares may not be sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1933, as
amended. Genesys S.A. does not intend to register any portion of the offering in
the United States or to conduct a public offering of shares in the United
States.
CONTACTS Genesys Conferencing :
Pierre SCHWICH Marine POUVREAU Florence CATEL
Executive Vice President,
Audit, Financial Planning
and Investor Relations Shareholder and Investor Relations Corporate Press Relations
Tel: +33 4 99 13 27 55 Tel: + 33 4 99 13 25 17 Tel: + 33 4 99 13 27 49
pierre.schwich@genesys.com marine.pouvreau@genesys.com florence.catel@genesys.com
--------------------------
Genesys Conferencing's ordinary shares are listed on the Euronext Paris
Stock Exchange and its ADSs are listed on the Nasdaq National Stock Market
Euronext : 3955 - Nasdaq : GNSY - Reuters : GNSY LP - Bloomberg : GENE LP
www.genesys.com
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Note d'Operation
----------------
On October 17, 2001, the French Commission des operations de bourse approved and
registered Genesys' prospectus relating to a 22.3 million euro offering of new
shares that was priced on October 16, 2001 at a price of 14.7 euro per share.
The prospectus consists of a definitive transaction note (note d'operation),
registered under number 01-1220, a preliminary transaction note, registered
under number 01-1216 and Genesys' reference document (document de reference),
dated August 3, 2001, registered under number R.01-404. The transaction notes
are available only in the French language. Substantially all of the information
in the reference document can be found in Genesys' registration statement on
Form F-4, dated March 23, 2001, Genesys' special financial report on Form 20-F,
dated June 29, 2001, and in press releases previously submitted to the
Securities and Exchange Commission on Form 6-K.
English Summary of Definitive Note d'Operation
Relating to Proposed Genesys Capital Increase
1. Translation of Summary of Transaction Terms
Number of New Shares to be Issued 1,520,380 new shares, par value 5 euro
per share.
Issue Price 14.7 euro, 5 euro of which represents
the nominal value and 9.7 euro of
which represents the offering premium.
Date as of which new shares
accrue dividend rights January 1, 2001
Offer Period From and including October
17, 2001, to and including October
22, 2001.
Preferential subscription Pursuant to its second resolution, the
rights and priority mixed shareholders meeting of March 23,
subscription period 2001 waived preferential subscription
rights for shareholders. No priority
subscription period will be established.
Listing The new shares will be admitted to the
Nouveau Marche of Euronext Paris on
October 25, 2001
Most recent trading price The most recent trading price of the
shares on the Nouveau Marche on October
15, 2001: 16.79 euro.
Purpose of the Offering Given the
favorable environment for the Company,
Genesys wishes to have additional
financial resources in order:
to maintain the capacity of its
technical platforms to face the
increase in volumes and preserve
planned safety margins, and
to ensure the acceleration of the roll
out of new services responding to
increasing demand for value added
services by large multinational
companies.
The possible reduction in the capital
increase, provided for in Chapter 2 of
this prospectus, will be split between
the above-mentioned objectives, but will
not impact the achievement of these
objectives.
Underwriting The offering will be underwritten by BNP
Paribas. The underwriting commitment
does not constitute a "garantie de bonne
fin" within the meaning of article
L.225-145 of the Commercial Code.
2. Summary of Remainder of Note d'Operation
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Chapter 1
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- Francois Legros is responsible for the preliminary prospectus, and gives an
attestation required by regulation.
- The auditors are identified (Ernst & Young Audit and Audit Consulting
Taxes), as are the supplementary auditors
- The auditors certify that the financial statements and certain other
financial information are audited and/or correct, in the form required by
French regulation.
- Pierre Schwich is identified as responsible for financial information
Chapter 2
---------
- Summary of offering terms. Information is essentially a more detailed
version of the summary set forth above.
- Board of Directors approved offering of 1,520,380 shares, with over
- allotment option of 220,058 (15% of the offering). The Chairman of the
Board, pursuant to an authorization, limited the number of shares to
1,520,380, with the possibility of capping the offering at only 75% of the
total offering size.
- Offering is split between an institutional offering (90%) and a retail
offering (10%)
- Gross proceeds will be 22,349,596 euro and net proceeds will be 21,150,000
euro.
- Description of characteristics of shares and French tax regime
- Listing information
- Nouveau Marche trading history information, as follows:
-------------------------------------------------------------------------------------
Month Share price in euro Volume Volume
-------------------------------------------------------------------------------------
Low High Weighted Number of shares Millions of euro
Average
---------------------------------------------------------------------------------------------------------
July 2001 13.13 26.50 21.96 1,284,994 22.31
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August 2001 11.50 17.47 14.73 1,059,242 15.80
---------------------------------------------------------------------------------------------------------
September 2001 9.76 17.20 12.89 1,104,847 13.87
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October 2001 12.50 17.00 15.67 692,723 10.85
through October 15
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Last trading price on October 15, 2001 : 16.79.
- Table setting forth impact on existing shareholders
By way of example, based on consolidated shareholders' equity on June 30,
2001 and the number of shares issued at such date, at the offering price
of 14.7 euro per share, the shareholders equity per share, before and
after the capital increase, would be as follows (after taking into
account expenses and underwriting commissions) :
06/30/2001 06/30/2001
Before issuance of After issuance of
new shares 1,520,380 new shares
--------------------------------------------------------------------------------
Consolidated shareholders' equity 217,164 239,513
(thousands of euro)
Number of shares outstanding 13,164,122 14,684,502
Shareholders' equity per share 16.49 16.31
(in euro)
--------------------------------------------------------------------------------
A shareholder who today holds 1% of the capital (134,287 shares) of the company
would hold, after the issuance of 1,520,380 new shares, 0.91% of the capital of
the company.
Chapter 3
---------
Information about:
- Genesys (incorporation by reference of document de reference),
- Share capital as of recent date
- Conversion of bonds since date of document de reference
- Holders of 5% or more of capital (Schroder Investment Management Limited)
- Fully diluted share capital, and securities giving rights to capital
- Share repurchase program
- Authorized capital
Chapter 4
---------
- Information about Genesys business (incorporation by reference of document
de reference)
- Recent developments since date of document de reference (summary of events
in recent press releases)
Chapter 5
---------
- Consolidated financial statements
- Condensed pro forma financial statements
- Incorporation by reference of financial information and MD&A from
document de reference
Chapter 6
---------
- Management (incorporation by reference of document de reference)
Chapter 7
---------
- Recent developments and future perspectives
- Restatement of current
business strategy.
[GENESYS LOGO OMITTED]
Press Release
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FOR IMMEDIATE RELEASE
---------------------
Genesys Conferencing announces the final terms of its capital increase:
- Issuing of 1 520 380 new shares
- Subscription price fixed at 14.70 euros
- Subscription period: from 17 - 20 October 2001
Montpellier, France - October 17, 2001 - Genesys Conferencing (Euronext Paris :
3955 and Nasdaq National Market New-York : GNSY), the world's leading
conferencing specialist, today announced the final terms of its new share
offering.
Terms of the offering:
The offering will include 1 520 380 new shares at a subscription price of 14.70
euros per share. It will not include preferential subscription rights or a
priority subscription period for existing shareholders. The offering will raise
22.3 million euros.
The offering will include an institutional placement in France and outside
France (excluding the United States and Canada), and a retail offering to
individual investors located in France. The subscription period will be from
Wednesday October 17 to Monday October 22.
As previously announced, Genesys is looking to reinforce its financial capacity,
given the favorable environment of the conferencing industry, in order to:
- maintain the capacity of its technical platforms so as to be able to
meet the increase in volumes and preserve planned safety margins, and
- support the accelerating deployment of its services to meet the
increase in demand for value-added services from multinationals
companies.
Copies of the preliminary prospectus, which consists of the reference document
(document de reference) registered by the Commission des Operations de Bourse
under no. R01-404 and the note d'operation definitive dated October 17,
2001, approved by the COB under no. 01-1220, are available free of charge
from the company's headquarters. A notice will be published in the Bulletin des
Annonces Legales et Obligatoires (BALO) on October 17, 2001.
The Commission des Operations de Bourse draws attention to the fact that it is
possible that the capital increase could be limited to the amount of
subscriptions received, on condition that the latter reaches at least 3/4 of the
increase in capital, i.e. 1 140 285 shares.
This material is not an offer for sale of Genesys' shares in the United States.
Genesys' shares may not be sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as amended.
Genesys S.A. does not intend to register any portion of the offering in the
United States or to conduct a public offering of shares in the United States.
CONTACTS Genesys Conferencing :
Pierre SCHWICH Marine POUVREAU Florence CATEL
Executive Vice President,
Audit, Financial Planning
and Investor Relations Shareholder and Investor Relations Corporate Press Relations
Tel: +33 4 99 13 27 55 Tel: + 33 4 99 13 25 17 Tel: + 33 4 99 13 27 49
pierre.schwich@genesys.com marine.pouvreau@genesys.com florence.catel@genesys.com
--------------------------
Genesys Conferencing's ordinary shares are listed on the Euronext Paris
Stock Exchange and its ADSs are listed on the Nasdaq National Stock Market
Euronext : 3955 - Nasdaq : GNSY - Reuters : GNSY LP - Bloomberg : GENE LP
www.genesys.com
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: October 17, 2001
GENESYS SA
By: /s/ Pierre Schwich
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Name: Pierre Schwich
Title: Executive Vice President, Audit,
Financial Planning and Investor
Relations