FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of October 2002
GEMPLUS INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
GEMPLUS INTERNATIONAL S.A.
(Translation of registrant's name in English)
Aerogolf Center
1 Hohenhof
L-2633 Senningerberg
Grand Duchy of Luxembourg
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
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(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
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Convening of a new extraordinary general meeting of shareholders on November
21st, 2002
Luxembourg - October 30th , 2002 - The Board of Directors of Gemplus
International S.A (Paris Euronext: Euroclear 5768 and Nasdaq: GEMP), which took
place on October 29th in Luxembourg, reviewed the financial results of the third
quarter 2002 ended September 30th 2002.
Furthermore, following the request of one of its main shareholders, the private
equity fund TPG*, the Board decided to convene a new extraordinary general
meeting of shareholders of Gemplus International SA that will be held on
November 21st 2002.
The agenda of this new extraordinary general meeting of shareholders will
include:
1. the definitive election as directors of Mr Dominique Vignon and Mr
Alex Mandl, already co-opted by the Board of Directors
2. the approval of Mr Alex Mandl's compensation package as Chief
Executive Officer
3. the revocation of two directors: Mr Ziad Takieddine and Mr Marc Lassus
4. the election of Dr Johannes Fritz as a director
5. the cancellation of the cumulative voting procedure applied for the
election of Director
All these proposals will therefore be submitted to the approval of all of the
shareholders. The first four propositions will require a simple majority vote,
and the fifth proposal will require a qualified majority vote of two-third of
the shareholders.
Mr Dominique Vignon, Chairman of the Board of Directors, highlighted:
"The Board of Directors must rapidly return to a calm climate. In compliance
with the most fundamental rules of corporate governance, it is now time to let
the shareholders decide how to resolve the functional difficulties faced by the
Board of Directors. After two years of uncertainty and in a very difficult
economic environment, the Company's management should also see its decisions
supported by a Board of Directors united by one common goal: Gemplus'
development. Today, challenges, which need to be addressed, abound. Gemplus and
all its employees should benefit from all the necessary support to successfully
pursue, in a calm atmosphere, its industrial and commercial objectives."
*In accordance with article 70 of the Luxembourg corporate law of August 10,
1915, any shareholder or shareholder group, holding a minimum of 20% of the
share capital of a company, can request the convening of an extraordinary
general meeting of shareholders to deliberate on the agenda proposed by the
requesting shareholder.
Contacts:
Presse
Gemplus
Martin Crocker
Tel: 33 (0) 4 42 36 30 46
Mob : 33 (0) 6 85 07 66 41
Email : martin.crocker@gemplus.com
Euro RSCG Corporate
Estelle Griffe
Tel: 33 (0) 1 41 34 48 65
Mob : 33 (0) 6 23 75 09 23
Email : estelle.griffe@eurorscg.fr
Carine Senft
Tel: 33 (0) 1 41 34 42 23
Mob : 33 (0) 6 20 98 34 09
Email : carine.senft@eurorscg.fr
(C)2002 Gemplus All rights reserved. Gemplus and the Gemplus logo are trademarks
and service marks of Gemplus S.A. and are registered in certain countries. All
other trademarks and service marks, whether registered or not in specific
countries, are the property of their respective owners. Java and Java Card are
trademarks or registered trademarks of Sun Microsystems, Inc. in the United
States and other countries.
SIGNATURE
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.
Date: October 30, 2002
GEMPLUS INTERNATIONAL S.A.
By: /s/ Stephen Juge
---------------------------------
Name: Stephen Juge
Title: Executive Vice President &
General Counsel