CGS&H Draft- July 17, 2003
As filed with the Securities and Exchange Commission on July 28, 2003
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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
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 Identification
Incorporation or Organization) Number)
L'Acropole
954-980 Avenue Jean Mermoz
34000 Montpellier
France
(Address of Registrant's Principal Executive Offices)
AMENDED AND RESTATED
GENESYS STOCK INCENTIVE 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)
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
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Ordinary shares, nominal value Euro 1 per share 1,000,000 $4.483(3) 4,483,000 (3) $362.68 (3)
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TOTAL $362.68
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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 ("Shares")
registered hereby are registered pursuant to a separate Registration Statement
on Form F-6 (Reg. No. 333-13164). Each ADS constitutes one half of one Share.
(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 Amended and Restated Genesys Stock Incentive 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) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act, with respect to Shares
issuable pursuant to stock options not yet granted under the Plan and based on
the average of the high and low reported prices of one Share on July 25, 2003
converted into U.S. dollars based on the New York foreign exchange mid-range
rate of Euro 1 = $1.1510, as quoted at 4pm Eastern time on July 25, 2003 by
Reuters and other sources and as published in the Wall Street Journal on July
28, 2003. The average of the high and low reported price for one Share was 3.895
Euros on July 25, 2003.
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 Annual Report on Form 20-F (Registration No.
333-55392), filed under the Securities Act of 1933, as amended (the "Securities
Act"), with the Commission on May 15, 2003 (the "Form 20-F");
(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 (the "F-4 Registration Statement"); 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. In addition, under the Amended and Restated Genesys
Stock Incentive Plan, any member of the committee responsible for the
administration of the plan is indemnified to the fullest extent permitted by law
with respect to any action taken, or determination made, in good faith in
connection with the plan.
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. (incorporated herein by reference to Exhibit 1.1
to the Form 20-F)
4.2 Amended and Restated Genesys Stock Incentive Plan
4.3 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 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 ___ day of _________, 2003.
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 Mike Savage
as his or her true and lawful attorney with power of substitution and
resubstitution to sign in his or her 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 __ day of _____, 2003.
Signature Title
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/s/ Francois Legros Chairman and Chief Executive Officer
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Francois Legros
/s/ Michael Savage Executive Vice President Finance
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Michael Savage
/s/ Thomas Abbott Director
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Thomas Abbott
Director
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Patrick Jones
Director
------------------------
Jean Jacques Bertrand
/s/ Paul Sfez Director
------------------------
Paul Sfez
Director
------------------------
Pierre Hesnainou
/s/ David Detert Director
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David Detert
/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 1.1
to the Annual Report
on Form 20-F
(Registration No.
333-55392) and
incorporated herein
by reference
4.2 Amended and Restated Genesys Stock Incentive Plan Filed herewith
4.3 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 Marie Capela-Laborde (included in Exhibit 5.1) Filed herewith
24.1 Powers of Attorney (included on signature page) Filed herewith