SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of April 2003
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 if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):____
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):____
Indicate by check mark whether by furnishing the information contained
in this Form, the registrant 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-_______________.
Genesys Conferencing logo
GENESYS S.A.
SOCIETE ANONYME
SHARE CAPITAL : Euros 77.356.020
REGISTERED OFFICE :
Immeuble l'Acropole,
954 avenue Jean Mermoz,
34967 MONTPELLIER Cedex 2, France
RCS Montpellier B 339 697 021
NOTICE OF SHAREHOLDERS' MEETING
COMBINED GENERAL MEETING
(ORDINARY AND EXTRAORDINARY)
ON THURSDAY JUNE 5, 2003
The shareholders of GENEYS S.A. are hereby informed that a Combined General
Meeting (Ordinary and Extraordinary) is to be convened
On Thursday June 5, 2003 at 5.00 pm
at Genesys Headquarters
954, avenue Jean Mermoz, 34967, Montpellier cedex 2, France
In conformity to French law an initial meeting is scheduled for
Wednesday May 28, 2003 at 2.00 pm at the Company's registered
office, Immeuble l'Acropole, 954, avenue Jean Mermoz,
34967, Montpellier cedex 2, France
As it is likely that this meeting shall not be held validly
failing to obtain the required quorum, the meeting shall be
reconvened to take place on June 5, 2003 at 5.00 pm.
Documents covered by article 133 of Decree n(degree)67-236 of March 23, 1967
CONTENTS Pages
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o How to vote....................................................................................3
o Agenda.........................................................................................5
o Proposed Resolutions with report of the Board
o Within the authority of an Ordinary General Meeting............................................6
o Within the authority of an Extraordinary General Meeting...............................7
o Report of Board of Directors...........................................................10
o Brief review of the Company's position for the 2002 financial year.............................14
o Five year financial summary....................................................................16
o Board Of Directors and Management biographies..................................................17
o Request for a mailing of the documents and information.........................................20
o Request for an admission card..................................................................21
UNOFFICIAL TRANSLATION FOR CONVENIENCE ONLY - FRENCH VERSION PREVAILS
How to vote
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Genesys SA is a dual listed company, listed on Euronext Paris and on the Nasdaq
National Market.
* * * * * *
For the Shares listed on Euronext Paris, if you want to vote, you have to:
Steps to be taken by a holder of registered shares
The holders of registered Shares must have their Shares registered in their
names at least 1 day prior to the date of the Meeting;
o If the holder of registered Shares wishes to attend the Meeting,
he/she must :
o Request an admission card in his/her name from NATEXIS BANQUES
POPULAIRES - Service des Assemblees, 10-12 avenue Winston
Churchill, 94677 Charenton-le-Pont Cedex, France, phone: (+33) 1
58 32 34 89, fax: (+33) 1 58 32 46 60. This card will be mailed
to him/her.
o If the holder of registered Shares cannot attend the meeting, he/she
may nevertheless :
o Either give a proxy to the Chairman of the Board of the Company,
o Or be represented by another Voting Shareholder or his/her
spouse,
o Or vote by mail
In all three cases, the holder of registered Shares must obtain a
proxy and mail-in voting forms by writing to NATEXIS BANQUES
POPULAIRES - Service des Assemblees. In order to allow time for such
forms to be issued, requests must be received at NATEXIS BANQUES
POPULAIRES - Service des Assemblees, phone: (+33)1 58 32 34 89, fax:
(+33) 1 58 32 46 60 no later than 2 days prior to the date of the
Meeting.
The proxy or mail-in voting form, duly completed, must be returned to
NATEXIS BANQUES POPULAIRES - Service des Assemblees, phone: (+33) 1 58
32 34 89, fax: (+33) 1 58 32 46 60 and received at least 1 day prior
to the date of the Meeting.
Steps to be taken by a holder of bearer shares
The holders of bearer Shares should, at least 1 day prior to the date of the
Meeting, provide evidence that their Shares are being held in a blocked account,
in the form of a certificate issued by the financial intermediary with whom such
account is maintained. Such certificate should be sent to NATEXIS BANQUES
POPULAIRES - Service des Assemblees, 10-12 avenue Winston Churchill, 94677
Charenton-le-Pont Cedex, France, phone: (+33) 1 58 32 34 89, fax: (+33) 1 58 32
46 60. The Shares may not be released for possible transfer until after the end
of the last Meeting at which the quorum requirement is met;
o If the holder of bearer Shares wishes to attend the Meeting, he/she
must :
o 1 days prior to the date of the Meeting, ask the financial
intermediary who holds his/her Shares on account to block them,
o Request an admission card in his/her name from NATEXIS BANQUES
POPULAIRES - Service des Assemblees,
o If the holder of bearer Shares cannot attend the Meeting, he/she may
nevertheless :
o Either give a proxy to the Chairman of the Board of the Company,
o Or be represented by another Voting Shareholder or his/her
spouse,
o Or vote by mail
In all three cases, the holder of bearer Shares must :
o 1 day prior to the date of the Meeting, ask the financial
intermediary who holds his/her Shares on account to block them,
o request a proxy and mail-in voting form from such financial
intermediary
The proxy or mail-in voting form, duly completed, must be returned to
NATEXIS BANQUES POPULAIRES - Service des Assemblees, and received at
least 2 days prior to the date of the Meeting.
Proxy or mail-in votes will only be accepted subject to prior receipt
of the certificate evidencing the fact that his/her Shares are being
held in a blocked amount. Regardless of the choice of the Voting
Shareholder who holds bearer Shares, his/her Shares must remain
blocked until after the end of the last validly constituted Meeting.
* * * * *
For the Shares listed on the Nasdaq National Market, if you want to vote, you
have to:
Steps to be taken by an ADR Holder
Some Shares are held in the form of an American Depositary Shares ("ADSs")
evidenced by American Depositary Receipts ("ADRs"). Each ADS represents the
right to receive one-half of one Share. ADSs are listed on the Nasdaq National
Market
The holders of ADRs evidencing ADSs should contact The Bank of New York, as
Depositary, at 1-888-269-2377 (toll free number) or 1-610-312-5315 for
international ADR holders.
The Holders of ADRs may exercise voting rights with respect to the ADSs by
completing the voting instructions card prepared by the Bank of New York, which
is being delivered together with this notice to the holders of ADRs.
* * * * *
any voting Shareholder who has cast a mail-in vote will not have the right to
participate in the Meeting in person or to give a proxy to any other person
AGENDA
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The Shareholders are convened by the Board of Directors to a General
Shareholders' Meeting on thursday May 28 , 2003 (1st call) at 2.00 pm at the
head office, Immeuble l'Acropole, 954 avenue Jean Mermoz, 34967 MONTPELLIER
Cedex 2, France in order to deliberate on the following agenda.
However, As it is likely that this meeting shall not be held validly failing to
obtain the required quorum, the meeting shall be reconvened to take place on
June 5, 2003 (2nd call) at 5.00 pm.
Within the Competence of the ordinary Shareholder meeting
o Approval of the corporate financial statements
o Allocation of profit and loss
o Approval of the consolidated financial statements
o Approval of agreements referred to in Article L225-28 of the French
Commercial Code
o Determination of the amount of the directors' fees
o Appointment of four new directors
o Powers to carry out formalities
Within the competence of the extraordinary Shareholder meeting
o Capital decrease by decrease of the shares' par value;
o Capital increase with preferred subscription right
o Authorization to be given to the board of directors in order to
increase the share capital through issuance of shares reserved for
employees without preferred subscription right in favor of the latter
o Authorizations and powers to be given to the board of directors to
grant stock options
o Powers to carry out formalities
TEXT OF THE RESOLUTIONS PROPOSED TO THE ORDINARY AND
EXTRAORDINARY SHAREHOLDERS' MEETING
================================================================================
Ladies and Gentlemen:
Please find hereinafter the text of the resolutions
FALLING WITHIN THE ORDINARY SHAREHOLDERS' MEETING
First resolution (Approval of the corporate financial statements)
The shareholders' meeting, ruling under the quorum and majority conditions
required for ordinary shareholders' meetings, having read the management report
of the board of directors and the general report of the statutory auditors,
approves the balance sheet, the profit and loss statement and the notes thereon
for the fiscal year ended December 31, 2002, as they were presented to it, as
well as all transactions reflected in such financial statements or summarized in
such reports.
Consequently, the shareholders' meeting grants full and unreserved discharge to
the directors for their management during the previous fiscal year.
Second resolution (Allocation of profit and loss)
The shareholders' meeting notices that the company achieved, for the fiscal year
ended December 31, 2002, a loss amounting to (euro) 141,803,246.55 that it
decides to allocate to the "Carry Forward". The "Carry Forward" has consequently
a negative balance as of December 31, 2002 of (euro) 201,804,480.73. The
shareholders' meeting furthermore acknowledges that no dividends have been
distributed in respect of the previous three fiscal years.
Third resolution (Approval of the consolidated financial statements)
The shareholders' meeting, ruling under the quorum and majority conditions
required for ordinary shareholders' meetings, having read the reports of the
board of directors and statutory auditors, approves the consolidated financial
statements for the fiscal year ended December 31, 2002, as they are presented to
it, as well as all transactions reflected in such financial statements or
summarized in such reports.
Consequently, the shareholders' meeting grants full and unreserved discharge to
the directors for their management during the past fiscal year.
Fourth resolution (Agreements referred to in Article L.225-38 of the French
Commercial Code)
The shareholders' meeting, ruling under the quorum and majority conditions
required for ordinary shareholders' meetings, having read the special report of
the statutory auditors drawn up pursuant to Article L.225-40 of the French
Commercial Code, approves the transactions and agreements mentioned therein.
Fifth resolution (Determination of the amount of the directors' fees)
The shareholders' meeting sets at 150,000 euros the amount of directors' fees to
be allocated between the directors for the current fiscal year and for each of
the following fiscal years until a new decision is made.
Sixth resolution (Appointment of a new director)
The shareholders' meeting, ruling under the quorum and majority conditions
required for ordinary shareholders' meetings, appoints as director, for a
three-year period, Mr. Thomas H. Abbott.
Consequently, his term of office will expire upon adjournment of the ordinary
shareholders' meeting called to rule on the financial statements for the fiscal
year ending December 31, 2004.
Seventh resolution (Appointment of a new director)
The shareholders' meeting, ruling under the quorum and majority conditions
required for ordinary shareholders' meetings, appoints as director, for a
three-year period, Mr. David G. Detert.
Consequently, his term of office will expire upon adjournment of the ordinary
shareholders' meeting called to rule on the financial statements for the fiscal
year ending December 31, 2004.
Eight resolution (Appointment of a new director)
The shareholders' meeting, ruling under the quorum and majority conditions
required for ordinary shareholders' meetings, appoints as director, for a
three-year period, Universal Capital Partners, a Belgian societe anonyme,
represented by Mr. Pierre Besnainou as permanent representative.
Consequently, the term of office of Universal Capital Partners will expire upon
adjournment of the ordinary shareholders' meeting called to rule on the
financial statements for the fiscal year ending December 31, 2005.
Ninth resolution (Appointment of a new director)
The shareholders' meeting, ruling under the quorum and majority conditions
required for ordinary shareholders' meetings, appoints as director, for a
three-year period, Mr. Paul Sfez.
Consequently, his term of office will expire upon adjournment of the ordinary
shareholders' meeting called to rule on the financial statements for the fiscal
year ending December 31, 2005.
Tenth resolution (Powers to carry out formalities)
The shareholders' meeting grants all powers to the bearer of an original, a
copy, or an extract from these minutes in order to carry out all formalities of
filing, publicity and other where necessary.
FALLING WITHIN THE EXTRAORDINARY SHAREHOLDERS' MEETING
Eleventh resolution (Capital decrease based on losses)
The shareholders' meeting, ruling under the quorum and majority conditions
required for extraordinary shareholders' meetings, having read the report of the
board of directors and the special report of the statutory auditors prepared in
accordance with law, and having noticed in the second resolution proposed to the
ordinary shareholders' meeting held on the date hereof that the negative carry
forward amounts as of December 31, 2002 to (euro) 201,804,480.73, decides to
decrease the share capital by (euro) 61,884,816 to reduce it from (euro)
77,356,020 to (euro) 15,471,204, in order to wipe off, up to (euro) 61,884,816,
said carry forward by imputing it against the company's share capital,
Twelfth resolution (Decrease in the par value of the shares)
The shareholders' meeting, ruling under the quorum and majority conditions
required for extraordinary shareholders' meetings, having read the report of the
board of directors and the special report of the statutory auditors prepared in
accordance with law, decides to proceed to the capital decrease decided in the
eleventh resolution above by decreasing the par value of each share from (euro)
5 to (euro) 1.
Thirteenth resolution (Amendment to the by-laws)
The shareholders' meeting notices the completion of the capital decrease, and
decides to amend Article 6 of the by-laws; such article will now be drafted as
follows:
"Article 6 - SHARE CAPITAL
The Share Capital shall amount to fifteen million four hundred and seventy-one
thousand two hundred and four euros ((euro) 15,471,204). It shall be formed of
fifteen million four hundred and seventy-one thousand two hundred and four
(15,471,204) shares of par value one (1) euro each, fully paid up and all of
same category."
Fourteenth resolution (Capital increase)
The shareholders' meeting, ruling under the quorum and majority conditions
required for extraordinary shareholders' meetings, having read the report of the
board of directors on a draft capital increase with shareholders' preferred
subscription right of an amount included between (euro) 6,000,000 and (euro)
8,000,000, issuance premium included, approves to the extent necessary and
considering the specific circumstances set forth in said report, the principle
of such increase, to be carried out by the board of directors pursuant to the
delegation of powers granted under the eleventh resolution of the shareholders'
meeting of June 28, 2002.
Fifteenth resolution (Authorization to be granted to the board of directors in
order to increase the share capital through issuance of shares reserved for
employees without preferred subscription right in favor of
the latter)
The shareholders' meeting, ruling under the quorum and majority conditions
required for extraordinary shareholders' meetings, having read the report of the
board of directors and the special report of the statutory auditors, and
pursuant, on the one hand, to the provisions of Articles L.225-129 VII and
L.225-138 of the French Commercial Code, and on the other hand, of Articles
L.443-1 et seq. of the French Labor Code:
1. Delegates to the board of directors the necessary powers to carry out the
share capital increase, in one or more occasions, of a maximal nominal amount of
1 million euros, through issuance of shares reserved for employees, pre-retired
or retired persons of the company and of French or foreign companies related
thereto under the legal conditions, since such employees, pre-retired or retired
persons join a company or group savings plan or a voluntary employee savings
partnership plan that would be set up pursuant to Articles L.443-1 et seq. of
the French Labor Code;
2. Sets at twenty-six month, as from the day of this meeting, the term of
validity of this delegation;
3. Decides that the issuance price for the new shares may not be greater than
the average listed market prices of the share on the Nouveau marche of Euronext
Paris S.A. during the twenty trading days preceding the day of the decision
setting the date of opening of the subscriptions, or lower than 20% of such
average for the members of a company savings plan or 30% for the members of a
voluntary employee savings partnership plan;
4. Decides to suppress in favor of the beneficiaries indicated above the
preferred subscription right of the shareholders to the securities being the
purpose of this authorization, and to waive any right to free shares that would
be issued in accordance with this resolution;
5. Decides that the board of directors would have all powers to implement this
delegation, with possibility to sub-delegate under the legal conditions, within
the limits and under the conditions specified above for the purpose, in
particular, of:
o setting under the legal conditions the list of the companies whose
employees, pre-retired or retired persons may subscribe to the issued
shares;
o deciding that the subscriptions may be carried out directly or through
collective bodies;
o determining the conditions under which the retired and pre-retired members
of a company or group savings plan may or not subscribe to the capital
increase;
o setting the amounts of the issuance that would be completed pursuant to
this authorization and deciding in particular the issuance price, dates,
time-periods, terms and conditions of subscription, payment, delivery and
use of the shares, within the applicable legal or regulatory limits;
o in case of granting of free shares or other securities granting access to
the capital, setting the number of shares or free securities to be issued,
the number to be granted to each beneficiary, and setting the dates,
time-periods, terms and conditions of granting of such shares or securities
within the applicable legal or regulatory limits;
o noting the completion of the capital increases up to the amount of the
shares that would actually be issued pursuant to this authorization and
proceeding with the subsequent modifications of the by-laws;
o if necessary, charging the costs of capital increases on the amount of the
premiums related thereto and withdrawing on such amount the sums necessary
to amount the legal reserve to one-tenth of the new capital after each
capital increase;
o generally, entering into all agreements in particular to carry out the
contemplated issuance successfully, taking all measures and carrying out
all formalities necessary for the issuance, listing and financial payment
of the securities issued pursuant to this delegation as well as the
exercise of rights attached thereto.
Sixteenth resolution (Authorization to be granted to the board of directors in
order to grant stock options)
The shareholders' meeting, ruling under the quorum and majority conditions
required for extraordinary shareholders' meetings, having read the report of the
board of directors and the special report of the statutory auditors prepared
pursuant to the law, authorizes the oard of directors, in the context of the
provisions of Articles L.225-177 through L.225-186 of the French Commercial
Code, to grant, in one or more occasions, in favor of such members of the staff
as it might determine among the employees and possibly the corporate officers of
the company and companies or groups related thereto under the conditions
referred to in Article L.225-180 of said Code, options entitling to the
subscription of new shares of the company to be issued as capital increase, as
well as options entitling to the purchase of shares repurchased by the company.
The stock options granted pursuant to this authorization may not entitle to a
total number greater than 1,000,000 shares and shall be exercised within a
maximum period of eight years.
Consequently, the shareholders' meeting grants all powers to the board of
directors, with possibility to sub-delegate under the legal conditions, in order
to set the conditions under which the options will be granted, in particular to
determine the companies, members of the staff and corporate officers concerned,
as well as the number of shares that may be subscribed or purchased by each of
them. Such conditions may in particular include clauses conditioning the
exercise of such options to the completion of some targets set by the board, as
well as clauses prohibiting the immediate resale of all or part of the shares
without the time-period imposed for conservation of securities exceeding three
years as from the exercise of the option.
The price to be paid at the time of the release of the stock option shall be set
by the oard of directors without such price being lower than the limit then
applicable referred to in Article L.225-177 of the French Commercial Code. In
the case of purchase option, such price may not be lower than the limit then
applicable referred to in Article L.225-179 of such Code. However, if during the
period when the granted options might be exercised, the company carries out one
of the financial transactions or securities transactions provided for in Article
L.225-181 of such Code, the board of directors will adjust, under the conditions
provided for by the regulations then in force, the number and price of the
shares included in the options granted to beneficiaries of options to take into
account the effect of such transaction.
This authorization entails, in favor of the beneficiaries of stock options,
express waivers from the shareholders of their preferred subscription right to
shares that will be issued as the stock options are exercised. The share capital
increase resulting from the exercises of stock options will be finally carried
out as a result of the sole declaration of exercise of option along with
subscription forms and exercise payments that may be made in cash or by offset
with receivables on the company. The board of directors will notice, if
necessary, under the legal conditions, the number and amount of shares issued
further to exercises of stock options and will bring the necessary modifications
to the clauses of the by-laws relating to the amount of the share capital and
the number of shares representing it.
Finally, the board of directors will have all powers necessary to set the dates
of exercise of the options, temporarily suspend the exercise thereof in case of
financial transactions and decide all other terms and conditions of such
options.
Such authorization will not deprive of effect the portion not yet exercised as
of this day, if any, of any prior delegation granted to the board of directors
in order to grant stock options.
This authorization is given for a thirty-eight month period as from this day.
Seventeenth resolution (Powers to carry out formalities)
The shareholders' meeting grants all powers to the bearer of an original, a
copy, or an extract from these minutes in order to carry out all filing,
publicity and other formalities where necessary.
Report of the board of directors
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Ladies and Gentlemen:
The board of directors has convened you in an ordinary and
extraordinary shareholders' meeting, in particular to consider the following
issues:
Ordinary shareholders' meeting:
- Approval of the corporate financial statements
- Allocation of profit and loss
- Approval of the consolidated financial statements
- Approval of agreements referred to in Article L225-28 of the French
Commercial Code
- Determination of the amount of the directors' fees
- Appointment of four new directors
- Powers to carry out formalities
Extraordinary shareholders' meeting:
- Capital decrease by decrease of the shares' par value;
- Capital increase with preferred subscription right
- Authorization to be given to the board of directors in order to
increase the share capital through issuance of shares reserved for
employees without preferred subscription right in favor of the latter
- Authorizations and powers to be given to the board of directors to
grant stock options
- Powers to carry out formalities
I. Board of directors' report (ordinary agenda of the shareholders' meeting)
Appointment of directors
You are asked to appoint as directors of the company for a 3-year term
each, i.e. until the adjournment of the annual ordinary shareholders' meeting
called to rule on the financial statements for the fiscal year ending December
31, 2005, Messrs. Thomas H. Abott, David G. Detert, Paul Sfez, and Universal
Capital Partners, represented by Mr. Pierre Besnainou as permanent
representative.
Accordingly, your board of directors is asking you to adopt the proposed
sixth, seventh, eighth and ninth resolutions presented to you for such purpose.
II. Board of directors' report (extraordinary agenda of the shareholders'
meeting)
1. Capital decrease caused by losses, and authorization to be given to the board
of directors in order to increase the share capital through issuance - with
preferred subscription right - of ordinary shares of the company
On April 11, 2003, the company entered into a preliminary agreement on
amendments to its bank financing, whose main terms and conditions are as
follows:
- a preliminary agreement with its senior secured lenders, regarding
amendments to Genesys' $125 million credit facility that would extend
the outstanding principal payment maturities ($118 million) through
2008;
- a preliminary agreement with several bondholders (who are also
shareholders of Genesys), representing 42.6% of Genesys' outstanding
3% convertible bonds, to extend 50% of the principal payment
maturities to 2005, subject to approval of the meeting of bondholders;
and
- plans for Genesys to undertake a subscription rights offering of
common shares to raise (euro) 6 to 8 million, with the preliminary
consent of certain shareholders (including some who are also holders
of convertible bonds) to purchase up to (euro) 6 million in the rights
offering, to the extent not fully subscribed by other shareholders.
Proceeds from such capital increase would be used to repay the
majority of the outstanding principal amount of the company's 3%
convertible bonds.
The main terms and conditions of the agreement, subject to several
conditions, and to final documentation, are the following.
Amended Credit Facility
The proposed amendments to the company's credit facility would provide
a significant reduction in principal payments through 2006 and would extend the
final maturity from 2006 to 2008. The amended principal payment schedule would
be as follows:
Year Amended credit facility Prior maturity schedule
2003 $ 1 million $ 17 million
2004 $ 18 million $ 22 million
2005 $ 22 million $ 24 million
2006 $ 30 million $ 55 million
2007 $ 23.5 million
2008 $ 23.5 million
The interest rate under the credit facility will remain unchanged until
2007, at which time it will increase by a total of 200 basis points. Interest
payments will continue to be paid semi-annually on April 30 and October 31, as
currently required under the credit facility. Certain covenants will be amended,
including financial ratios and certain undertakings to prepay the loan if free
cash flows exceed certain levels.
The credit facility was originally entered into in April 2001, to
replace Genesys Conferencing's existing term loan ($ 35 million) and to
refinance the outstanding debt ($ 75 million) of Vialog Corporation after it was
acquired by Genesys.
Redemption of the 3% convertible bonds
The company has reached a preliminary agreement with several
bondholders (who are also shareholders of Genesys), representing 42.6% of its
outstanding 3% convertible bonds, under which 50% of convertible bonds would be
redeemed on September 1, 2004, and 50% would be redeemed on October 31, 2005, as
compared to the existing maturity date of September 1, 2004. This preliminary
agreement is subject to obtaining approval of the extension of maturity from the
meeting of bondholders.
Rights offering with a subscription commitment
The company also plans to undertake a subscription rights offering to
raise (euro) 6 to (euro) 8 million, which would be used to repay the majority of
the (euro) 8.4 million outstanding principal amount of the company's 3%
convertible bonds. The rights offering will permit all existing Genesys
shareholders to subscribe for newly issued shares
Universal Capital Partners (UCP) and Part'Com/In-com (some of which are
also convertible bonds holders), holding together, as of March 24, 2003, 15.4%
of the company's capital (see press release of the CMF of April 3, 2003) have
undertaken with the company to subscribe up to (euro) 6 million of issued
shares, i.e. 75% of the maximum amount of the offering rights, to the extent not
fully subscribed by Genesys' shareholders and provided that the preferential
rights enable the subscription of shares at a price not greater than (euro) 2.2
euros per share.
In order to enable the company to launch, subject to the required
approvals from the regulatory authorities, this subscription rights offering,
which is part of the restructuring project described above, and which will
enable a recapitalization of the company that is needed due to the losses
sustained by the company, we propose you to:
- reduce the par value of Genesys shares; and
- approve, to the extent necessary, the principle of the aforementioned
capital increase pursuant to the delegation of powers granted under
the eleventh resolution of the shareholders' meeting of June 28, 2002.
Reduction of the par value of Genesys shares
We propose you to reduce the par value of Genesys shares from 5 euros
to 1 euro in order to enable the company to carry out the contemplated
subscription rights offering at a price that may be lower that the current par
value of the shares (see. the undertakings to vote described above), while
complying with Article L. 225-128 of the French Commercial Code, that prohibits
societes anonymes from issuing share capital at an issuance price per share
lower than the par value.
As the company's negative carry forward, as of December 31, 2002,
amounts to (euro) 141,803,246.55 (euro), we propose you to decrease the share
capital by (euro) 61,884,816 to reduce it from (euro) 77,356,020 to (euro)
15,471,204, in order to wipe off up to (euro) 61,884,816 of said company's carry
forward. Such capital decrease would be carried out by reducing the par value of
each share, which would be reduced from (euro) 5 to (euro) 1 euro. In accordance
with Article L.225-204 al.2 of of the French Commercial Code, you will hear the
special report of the statutory auditors including their assessments on the
causes and conditions of the transaction.
In order to decrease the company's share capital by reducing the
par-value of the shares, your board of directors proposes you to adopt the
proposed eleventh, twelfth and thirteenth resolutions presented to you
accordingly.
Capital increase of the company through issuance - with preferred subscription
right - of shares of the company, of an amount included between (euro) 6,000,000
and (euro) 8,000,000, issuance premium included
You are asked to approve, to the extent necessary, the principle of the
capital increase, with shareholders' preferred subscription rights, of an amount
included between (euro) 6,000,000 and (euro) 8,000,000, issuance premium
included, above described in details; such capital increase would be carried out
by your board of directors pursuant to the delegation of powers granted under
the eleventh resolution of the shareholders' meeting of June 28, 2002.
Your board of directors therefore proposes you to adopt the proposed
fourteenth resolution presented to you for such purpose.
2. Delegation to be given to the board of directors in order to increase the
share capital through issuance of shares reserved for employees without
preferred subscription right in favor the latter
Pursuant to Article L. 225-129 VII paragraph 1 of the French Commercial
Code, "At the time of any decision to increase the capital, the extraordinary
shareholders' meeting must rule on a proposed resolution, for the purpose of
increasing the capital under the conditions provided for by Article L. 443-5 of
the French Labor Code."
Consequently, in the context of the proposed authorizations to increase
the capital of the company as described above, the presentation of such a
proposed authorization to the shareholders is a legal obligation.
In accordance with law, you are therefore asked to delegate to the
board of directors the powers necessary to increase the share capital, in one or
more occasions, of a maximum nominal amount of 1 million euros, through
issuances of shares reserved for employees, early retirees or retirees of the
company and those of French or foreign companies related thereto under the legal
conditions, provided that such employees, early retirees or retirees join a
company or group savings plan or a voluntary employee savings partnership plan
set up pursuant to Articles L.443-1 et seq. of the French Labor Code.
The authorization provided for by the fifteenth resolution would be
given for a twenty-six-month period from the adoption of this resolution. The
issuance price of the new shares would be set by the board of directors, it
being specified that in accordance with the law, said price may not be greater
than the average of the market prices of the share on the Nouveau marche of
Euronext Paris S.A. during the twenty trading days prior to the day of the
decision setting the date of opening of the subscriptions, or lower by more than
20% to such average for members of a company savings plan or by 30% for members
of a voluntary employee savings partnership plan.
You would be led to suppress your preferred subscription right to new
shares and to reserve the new shares to be issued to the aforementioned members.
The terms and conditions of the capital increase(s) might be set by the board of
directors pursuant to a delegation of the shareholders' collectivity.
The board of directors therefore proposes you to adopt the proposed
fifteenth resolution presented to you for such purpose.
3. Stock options plan
The board of directors is proposing you to authorize it to grant, in
one or more occasions, for a thirty-eight-month period from the adoption of the
resolution proposed to you, in favor of such members of staff personnel as it
may determine among the employees and possibly corporate officers of the company
and companies or groups related thereto under the conditions set in Article
L.225-180 of said Code, options entitling to the subscription of new shares of
the company to be issued as capital increase, as well as options entitling to
the purchase of shares bought back by the company.
The stock options granted pursuant to this authorization may not
entitle to a total number greater than 1,000,000 shares and shall be exercised
within the time-period provided for by the board of directors, without, for each
option granted, such time-period exceeding eight years from the day of granting
of the option.
Each stock option shall be exercised at a price set by the board of
directors on the day of its granting, without such price being lower than the
limit then in force referred to in Article L.225-177 of the French Commercial
Code in case of subscription option or Article L.225-179 of said Code in case of
purchase option. However, if for the period during which the granted options may
be exercised, the company has carried out one of the financial or securities
transactions provided for by Article L.225-181 of said Code, the board of
directors shall proceed, under the conditions provided for by the regulations
then in force, to an adjustment of the number and price of the shares included
in the options granted to the beneficiaries of options to take into account the
effect of such transaction.
In accordance with the law, this authorization shall entail express
waiver of the shareholders to their preferred subscription right to the new
shares to be issued in favor of the beneficiaries of stock options.
The board of directors therefore proposes you to adopt the proposed
sixteenth resolution presented to you for such purpose.
4. Information on the corporate matters since the beginning of the current
fiscal year
This information is included in the attached management report.
Could you please read the proposed resolutions presented to you by the
board of directors, approve them, and trust it for all measures to be taken
concerning the terms and conditions of performance of each of the decisions or
authorizations requested.
The board of directors
Brief review of the Company's position for the 2002 financial year (FRENCH GAAP)
- --------------------------------------------------------------------------------
Overview
In 2001, we have completed two major acquisitions. In March 2001, we acquired
Astound Incorporated, and in April 2001, we acquired Vialog Corporation.
In 2002, we consolidated our call center operations in North America from six
call centers to two call centers to provide higher levels of customer service
and improve operating efficiencies. We estimate that future annual cost savings
from the consolidation will range from (euro) 6.5 to (euro) 7.8 million
beginning 2003.
Genesys Group
Revenue and gross profit
Total revenues increased from (euro)179.0 million in 2001 to (euro) 201.4
million in 2002, an increase of 12.1%.
This increase was due to the impact of including a full year of revenues in 2002
from Vialog, but this effect has been partially offset by the decline by 6.6% of
the annual average translation rate of U.S. dollar expressed in euros in 2002.
Regarding the line of business, Virtual group conferencing (Gen MC) increased by
51%, from (euro) 72.7 million during 2001 to (euro) 109.7million during 2002.
Events & managed services revenues decreased by 14.2%, from (euro)93.5 million
during 2001 to (euro)80.9 million during 2002. Video conferencing revenues
decreased by 17.0%, from (euro)10.9 million during 2001 to (euro)9.0 million
during 2002.
We currently operate in four reportable segments: North America, Europe,
Asia-Pacific and video. The European revenue represents 29% of global revenue,
North America is the most important with 63.1%, regarding Asia-Pacific revenue,
it is about 3.2% of the global revenue.
Our gross profit increased by 10.1%, from (euro)102.8 million in 2001 to (euro)
114.0 million in 2002. As a percentage of revenues, gross profit decreased from
57.4% in 2001 to 56.6% in 2002.
Operating loss
Our operating loss increased from (euro)22.9 million in 2001 to (euro)25.8
million in 2002.
This increase was primarily a result of the increased impairment charge mainly
associated with our 2001 acquisitions and the growth in our sales and marketing
function, partly offset by the decrease of amortization expenses.
Financial Income (Expenses)
Net financial expenses increased from (euro)7.2 million in 2001 to (euro)10.8
million in 2002.
Income Tax Expense
We recorded income tax expense of (euro)8.5 million in 2001 and an income tax
credit of (euro)3.4 million in 2002.
Amortization of Goodwill
Amortization of goodwill decreased from (euro)55.4 million in 2001 to (euro)56.5
million in 2002.
Net loss
For the foregoing reasons, we recorded a net loss of (euro) 96.6 million in 2002
compared to a net loss of (euro) 94.3 million in 2001.
Excluding the charge for impairment of goodwill and other intangible assets, our
net loss would amount to (euro) 14.3 million in 2002, compared to (euro) 16.5
million in 2001.
Long term debt
On April, 20, 2001, Genesys and Vialog signed a credit facility of $US 125
million with BNP Paribas,, CIBC World Markets and Fortisbank. Modified by some
amendment thereafter, this contract replaced Vialog multi-currency long-term
loan of (euro)35 million.
Parent Company, Genesys SA
Statement of operations
The revenue and other operating income decreased by 22%, it amounts to (euro)
28.9 million in 2002 compared to (euro) 36.9 million in 2001. This decrease is
principally due to the transfer of Teleconferencing business from Genesys SA to
Genesys Conferencing France. Consequently, the revenue mainly includes the
management fees Genesys SA bills to its subsidiary.
We recorded an operating loss of (euro)13.1 million in 2002 compared to an
operating loss of (euro)8.7 million in 2001.
Genesys SA recorded a net loss of (euro)125.7 million against (euro)53.1 million
in 2001. The net loss would be (euro) 141.8 million if the exceptional loss of
(euro) 2.9 million was excluded.
Balance sheet
The amount of Genesys SA shareholders' equity decreased from (euro)194.3 million
in 2001 to (euro)56 million in 2002. This decrease is principally due to 2001
deficit absorption and to the net loss for the year 2002.
The long-term debt includes credit facility of (euro) 35.20 million in 2002.
On December 31, 2002, the total assets amount to represents (euro)161 million
compared to (euro) 311.5 million in 2001.
Recent developments
In January 2003, we announced the realignment and streamlining of our senior
management. This initiative finalizes the reorganizations performed in 2002, as
part of a cost reduction effort to improve financial performance. After a
reduction of headcount by 30% after the acquisitions of Vialog and Astound in
2001, the streamlined senior management structure delivers better and more
cohesive teamwork. We estimate that future annual cost savings from the
streamlining of our senior management will amount to (euro) 1.5 million,
beginning 2003.
On April 14, 2003, the Company announced preliminary agreement on amendments to
bank financing, as follows :
A preliminary agreement with its senior secured lenders regarding amendments to
the U.S. $ 125 million credit facility that would extend the principal payment
remaining due (U.S. $118 million) matures through 2008. The split of long-term
debt in long-term portion and short-term portion on the balance sheet at
December 31, 2002 takes into account this agreement.
A preliminary agreement with several bondholders (which are also shareholders of
the Company), representing 42.6% of its outstanding 3% convertible bonds, to
defer 50% of the principal payment maturity to 2005, subject to approval by a
bondholders meeting and other conditions; and
Plans for to undertake a subscription rights offering of common shares to raise
(euro) 6 to (euro) 8 million of which preliminary commitments have been received
from certain shareholders (some of which are also bondholders) to purchase up to
(euro) 6 million in the rights offering, to the extent not fully subscribed by
other shareholders and the subscription price does not exceed 2.2 (euro) per
share. Proceeds would be used to repay the majority of the outstanding principal
amount of the Company's 3% convertible bonds.
This preliminary arrangement is subject to several conditions and to final
documentation.
Five year financial summary
================================================================================
en Milliers de EUR financial year financial year financial year financial year financial year
31/12/2002 31/12/2001 31/12/2000 31/12/1999 31/12/1998
- ---------------------------------------------------------------------------------------------------------------------------------
Capital at year end
Common stock 77 050 K EUR 76 355 K EUR 46 711 K EUR 30 311 K EUR 7 637 K EUR
Number of share of common stock outstanding 15,409,933 15,271,064 9,342,381 6,627,607 6,043,002
- ---------------------------------------------------------------------------------------------------------------------------------
Operations and income for the year
Net commercial sales 28,133 26,654 18,127 10,028 7,229
Income before tax, depreciation,
amortization and provisions 3 579 -2,098 4,041 2,072 2,407
Tax on profit 30 4 4 0 4
Income after tax, depreciation,
amortization and provisions -141,803 -62,179 423 566 2,082
- ---------------------------------------------------------------------------------------------------------------------------------
Personnel
Social security and other staff benefits 4,509,510 6,173,958 6,554,210 2,741,279 2,074,001
Total payroll for year 2,167,978 2,478,911 1,819,269 1,198,959 909,487
Average number of employees during the year 92 142 96 62 51
Board of Director and Management biographies
================================================================================
Board of Directors
- --------------------------------------------------------------------------------
- ---------------------------- -------------------------------------- ---------------------------------------------------
Francois Legros Age: 37
Chairman and First elected: June 1997
Chief Executive Officer Term expires: 2005
Principal occupation: Chairman and Chief Executive Officer, Genesys
Other directorships and business Director of Genesys Conferencing Inc,
experience: Genesys Conferencing Ltd,
Genesys Conferencing Ltd (HK),
Genesys Conferencing Pte Ltd,
Genesys Conferencing Pty Ltd,
Maga Fund Ltd and Genesys Conferencing Ltd
(Canada)
Chairman of Nextventure SA
- -----------------------------------------------------------------------------------------------------------------------
Jean-Jacques Bertrand Age: 50
Director First elected: October 1998*
Term expires: 2005
Principal occupation: Managing Director, BNP Paribas Private Equity
Other directorships and business Former Executive Vice President,
experience: Head of Communications Industry at Banexi;
Director of Multitel (Spain) and Musiwave
(France);
Former Director at Firstmark France.
- -----------------------------------------------------------------------------------------------------------------------
Jean-Charles Bouillet Age: 56
Director First elected: March 2000*
Term expires: 2003
Principal occupation: Director for Corporate Development, Unilog S.A.
France
Other directorships and business Former Director of Shangai Integrata (China)
experience:
- -----------------------------------------------------------------------------------------------------------------------
Patrick S. Jones Age: 59
Director First elected : June 2001
Term expires: 2004
Principal occupation: Retired
Other directorships and business Chairman of the Board, Dione Plc;
experience: Director of XRT-CERG Smart Trust AB and QRS
Corp.; Former Senior Vice President, Chief
Financial Officer, Gemplus S.A.; Former Vice
President and Corporate Controller of Intel Corp.
- ---------------------------- -------------------------------------- ---------------------------------------------------
* Mr. Bertrand sat on our Board as the representative of Finovectron SA
from 1990 to 1998 (except from September 1996 to April 1998, when
Finovectron had another representative); Mr. Bouillet sat on our Board as
the representative of STM-Goupil from 1988 to 1995.
Nominees
At our annual shareholders' meeting scheduled for May 28, 2003, our
shareholders will be asked to approve the appointment of Mr. Abbott and Mr.
Detert as directors, each for a term of three years. Mr. Bouillet has requested
that his name not be submitted to the shareholders' meeting for renewal of his
term as a director of our company.
Thomas Abbott is born in 1938 and is an expert in corporate operations
management, re-engineering and system deployment having completed major
corporate change projects while an executive with Lucent Technologies, where he
served for more than 20 years before retiring in 1999. Mr. Abbott is a graduate
of the Krannert MSIA program and holds a B.S. in Electrical Engineering from
Purdue University.
David Detert is born in 1938 and is currently our Executive Vice President,
Chief Strategy Officer, although he has announced his intention to retire on
July 1, 2003. Please see "--Senior Management" below for a description of his
experience.
Pierre Besnainou is born in 1954. He started his career in importing
consumer goods from Asia. In 1981, he created Kaisui Group which started in
importing mass consumption electronic devices and then in producing TV sets in
France. He was Chairman of the Board until 1995 when the company was sold to
Sagem. In 1998, he founded Liberty Surf Company which was listed in Paris Stock
Exchange. He remained Chairman of the Board of the company until he sold his
shareholding in the company to Tiscali in February 2001. Pierre Besnainou
presently sits on or chairs the board of several companies: Universal Capital
Partners (Belgium SA), Pop Corn Pub (French SAS) and Ateliers Modeles (French
SA) as representative of Universal Capital Partners SA, Financiere Multimedia
Europe (Belgium SA), Euro Mediterranean Investment Fund (Tunisian SICAF).
Paul Sfez is born in 1942. After his graduation from HEC-Paris (leading
French business school), he obtained Masters in Economics and in Sociology. He
started his career in the European Commission Services in Brussels and then
taught Economics at HEC and at Paris VII University (Dauphine). In 1970, he
founded Sorgem and then after chaired Sorgem O&D, a consulting company
specialised in international development, economic policies and international
investments. In 2001, he joined FM Management as Managing Director, which is
running the operations of few investment funds, including Universal Capital
Partners.
Paul Sfez presently sits on or chairs the board of several companies: Pop Corn
Pub (French SAS), Ateliers Modeles (French SA), Sorgem O&D (French SA), FM
Management (French SARL), Sud Sud International (French SA), Euro Mediterranean
Investment Fund (Tunisian SICAF).
Senior Management
Francois Legros, Chairman and Chief Executive Officer. Mr. Legros has been
our Chairman and Chief Executive Officer since June 1997, and was the first
employee to be hired by our company. Mr. Legros started his career at our
company as Finance Manager and later became our Financial and Administrative
Director. In 1994, he was appointed Managing Director of Genesys Sweden and
Genesys Development Director and became Group Managing Director in 1996.
David Detert, Executive Vice President, Chief Strategy Officer. Mr. Detert
has been our Executive Vice President and Chief Strategy Officer since July
2002. He joined our company in October 1997 as Executive Vice President,
Business Development, and in 1998 he was appointed to Executive Vice President,
Research & Development, which he served until becoming our Executive Vice
President, Networks & Infrastructure in 2001. Prior to joining our company, he
served as President of the Daretel Group, a consulting firm specialized in U.S.
and European business development in the area of teleconferencing. Mr. Detert
has announced his intention to retire from our company on July 1, 2003. He will
be nominated for appointment as a director of our company at our June 2003
annual shareholders meeting, see "--Directors" above.
Margie Medalle, Executive Vice President and Chief Executive Officer, North
America. Ms. Medalle has been our Executive Vice President and Chief Executive
Officer, North America since April 2001. Prior to this time, she served as the
President and Chief Executive Officer of our North American operating company
after joining our company in April 1999 following our acquisition of Aloha
Conferencing. Ms. Medalle was formerly President and Managing Director of Aloha
Conferencing and prior to joining Aloha, Ms. Medalle owned her own consulting
company specializing in mergers and acquisitions, strategic planning, financial
analysis and efficiency studies.
Olivier Fourcade, Executive Vice President, Asia Pacific. Mr. Fourcade, our
Executive Vice President, Asia Pacific, joined our company in 1991, and since
then has held several positions including Executive Vice Present, Marketing
Manager Europe and Executive Vice President, Video Business Unit. Today, Mr.
Fourcade serves as our Executive Vice President, Asia Pacific, a position he has
held since October 2001.
Jim Huzell, President, Group. Mr. Huzell joined our company as Chief
Operating Officer in 2000 and was named President, Group in June 2002. Prior to
joining our company, Mr. Huzell spent five years as Managing Director of
ScanMarket AB, a consulting business, working on business development projects
for mobile telephone companies such as Ericsson and Nokia as well as with
several other technology ventures. Prior to joining ScanMarket, Mr. Huzell
served for four years as Chief Executive Officer of Comviq European, an
independent mobile telephone operator.
Michael E. Savage, Executive Vice President and Chief Financial Officer. Mr.
Savage joined our company as Executive Vice President and Chief Financial
Officer in September 2001. Prior to this time, he served as Senior Vice
President and Chief Financial Officer of Vialog Corporation, a position he held
from September 1999. Before joining Vialog, Mr. Savage also served as Chief
Financial Officer of America Online/Digital City, and prior to that position, as
Chief Financial Officer and Vice President of World Corp., the holding company
of World Airways, Inc. and InteliData Technologies Corp.
Marie Capela-Laborde, Executive Vice President, Chief Legal and Human
Resources Officer. Ms. Capela-Laborde has served as our Executive Vice President
Chief Legal and Human Resources since July 2001. She joined our company in March
1998 as Head of the Legal Division and later as Group General Counsel &
Secretary. Prior to that time she worked as an attorney in her own law firm.
Mark Taverner, Chief Executive Officer Video Division. Mr. Taverner has been
with our company since 1996. Originally, Mr Taverner worked at Darome (the UK
English subsidiary, which were acquired in October 1997 as New Business Manager
for Europe. Mr Taverner then held different positions at our company in
connection with our expanding sales & marketing operations. More recently, Mr
Taverner was UK Director of Sales, then Director of Sales Operations Europe,
Middle East and Africa, and Vice President, Resellers Europe, Middle East and
Africa. Prior to joining Darome, Mr Taverner worked for a marketing consultancy
in sales management positions in the European, Middle Eastern, African and Asia
Pacific regions.
Denise Persson, Executive Vice President of Marketing, Ms Persson joined our
company in 1996 as Marketing Manager for our first foreign subsidiary in Sweden.
Ms. Persson later joined the marketing team in France as product manager and in
1999, was appointed Marketing Director, and then later, promoted to Vice
President of Marketing in February 2001. She has held her present position since
January 2003. Prior to joining our company, Ms. Persson served in various sales
and marketing positions at Commodore and Kuwait Petroleum in Sweden.
Shelly Robertson, Executive Vice President Production & Infrastructure. Ms.
Robertson entered the teleconferencing industry with employment at ACCESS
Teleconferencing Inc in January 1994 (which later became Vialog Group
Communications in 1998, and which we acquired in 2001). At ACCESS/Vialog she
held the following positions: Client Services Director, Operations Director, and
Director of Operations Integration. Since acquiring Vialog, Ms. Robertson has
held the following positions at our company: General Manager, Montgomery, AL
call center; General Manager, Reston, VA call center; Vice President, North
America Operations, and Vice President, Global Operations.
Jim Lysinger, Executive Vice President, Europe. Mr. Lysinger joined our
company as a result of our 1999 acquisition of Williams Conferencing. From 1999
until 2002, Mr. Lysinger was our Vice President of Sales for the North American
region. At Williams Conferencing (and previously at ITC, which was acquired by
Williams Conferencing), he was responsible for the Channel Sales Group. Prior to
ITC/Williams, Mr. Lysinger spent nearly ten years with Sprint Corporation in
various sales and sales management positions.
REQUEST FOR A MAILING OF THE DOCUMENTS AND INFORMATION
referred to in article 135, as amended, of the Decree
No. 67-236 of March 23, 1967
MAILING :
NATEXIS BANQUES POPULAIRES
Service Assemblee
10-12 Avenue Winston Churchill
94677 Chrarenton-le-Pont Cedex
France
I, the undersigned
Last names or :................................................................
Address :......................................................................
acting in my capacity as shareholder of :
GENESYS S.A.
acknowledge having already received the documents, concerning the Shareholders'
Combined General Meeting of June 5, 2003 that has been convened, referred to in
article 133, as amended, of the Decree No. 67-236 of March 23, 1967, namely :
the agenda, the draft resolutions and the Board report, the summary statement of
the Company's position during the last fiscal year (with the annexed table of
results for the last five fiscal years), Directors and Management biographies.
Hereby request said Company to send me, at no charge, prior to the Combined
General Meeting of June 5, 2003 (1) the documents and information referred to in
article 135 of the same Decree.
Done at , on , 2003
Signature
(1) in accordance with the provisions of Articles 133-4(degree) and 138, para. 3
of the Decree of March 23, 1967, any registered shareholder may, by a single
request, obtain from the Company by mail the documents and information referred
to in Articles 133 and 135 of the same Decree on the occasion of each of the
Meetings to be held after the above mentioned Meeting (Article 135, refers, in
particular, depending on the nature of the Meeting, to the information
concerning the directors and general managers, and, if applicable, to the
candidates to the Board of Directors , the management report, the balance sheet,
the income statement, the notes, the reports of the Auditors, and the Auditors'
report as well as the report of the Board of Directors that must be presented to
the Extraordinary Shareholders' Meeting in cases provided by law).
If the Shareholder wishes to benefit from this service, he/she must mention it
on the present request.
GENESYS S.A.
COMBINED GENERAL MEETING
(ORDINARY AND EXTRAORDINARY)
OF JUNE 5, 2003
at Genesys Headquarters
Immeuble l'Acropole
954, avenue Jean Mermoz
34967, Montpellier Cedex 2, France
REQUEST FOR AN ADMISSION CARD
I, the undersigned
LAST NAME (Mr., Mrs or Miss)....................................................
Or Company name
First Name......................................................................
Complete address N(degree)...........Street......................
Postal Code............City.....................
Country.........................................
Owner of.................... registered shares
And/or...................... bearer shares held in an account at
............................. ................................................
Hereby request NATEXIS BANQUES POPULAIRES - Service des Assemblees, 10-12 avenue
Winston Churchill, 94677 Charenton-le-Pont Cedex, France, to send me, at the
above address, an admission card to the combined General Meeting (Ordinary and
Extraordinary) to be held on June 5, 2003.
Done at ,on ,2003
Signature
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: May 1, 2003
GENESYS SA
By: /s/ Francois Legros
----------------------------------------------
Name: Francois Legros
Title: Chairman and Chief Executive Officer