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 September 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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Board Changes and Shareholder Meeting
Luxembourg - Tuesday, 24th September, 2002 - Gemplus International SA (Paris
Euronext: Euroclear 5768 and Nasdaq: GEMP) issued this statement following a
Board Meeting held yesterday.
Board Changes
Hasso von Falkenhausen, who was elected Chairman of the Board of Gemplus from
January 10, 2002, for an interim period to oversee the process of selecting a
new permanent Chairman and Chief Executive, today retired from the Board. Dr von
Falkenhausen will be 70 later this month and, as set out in Gemplus' 2001 Annual
Report, is retiring in line with the Company's maximum age policy regarding
Directors. In addition to his service to Gemplus this year Dr von Falkenhausen
served as Chairman from 1997 to 1999. He steps down with full thanks and
appreciation from the Board.
Also as planned, the Board elected Alex Mandl as a Director of Gemplus,
replacing Dr von Falkenhausen. This follows Mr Mandl's appointment as Chief
Executive Officer on August 29th, 2002.
Dr Lassus' Loan
The Board received a report from the special committee formed to recommend
appropriate actions in relation to the unsecured loan of 78 million euros,
including 5 million euros of accrued interest, made to Dr Lassus by an indirect
subsidiary of the Company to enable him to purchase shares in the Company in
September 2000. The loan is due for repayment at the end of December 2003.
The Board noted that Dr Lassus had again declined to pledge his option shares as
security for repayment of his loan, which he had previously undertaken to do,
and had not given assurance of his willingness and ability to repay the loan.
The special committee recommended and the Board agreed that it was appropriate
for the Company's indirect subsidiary to take action based on the special
committee's findings and the opinion of special independent legal counsel to
seek security for the loan and its repayment.
Proposed Board Changes
The Board reviewed separate public statements made recently by Dr Lassus and Mr
Takieddine, and concluded that these individuals were in violation of their
duties of loyalty and discretion as Directors of the Company and had not acted
in the best interests of the Company.
In view of these actions, and, in the case of Dr Lassus, the status of the loan
to him, the Board considered that it would be appropriate to submit to the
shareholders proposed resolutions to remove them as Directors.
Special Shareholders Meeting
The Board decided to convene a Special Shareholders Meeting for October 22nd
2002 to consider a number of resolutions, including:
o The approval of Alex Mandl's compensation as CEO of Gemplus and the
ratification of his election as a Director.
o The ratification of Dominique Vignon's election as a Director.
o The removal of Dr Lassus and Mr Takieddine from the Board of Gemplus, the
consequent reduction of the size of the Board from 13 to 12 members, and the
election of Dr Johannes Fritz, head of the Quandt family office, to the
remaining open position on the Board.
Commenting, Dominique Vignon, Chairman of Gemplus, said:
"The Board of Gemplus is responsible for the governance of the Company on behalf
of all shareholders. We have a position where two directors are in breach of
their duties of loyalty and discretion. Since they decline to resign, we
regrettably have no choice but to put the matter to a vote of the shareholders.
"In the case of Dr Lassus, the Company also has a fiduciary duty to regularize
the loan made to him by a member of the group. It should be clearly understood,
in contrast to some stories I have read, that the salary and package of shares
and options granted to Dr Lassus in August / September 2000 were based on
contractual rights negotiated by Dr Lassus in February 2000, well before the
selection of a CEO or the Company's flotation. Dr Lassus had the right to waive
this package and chose not to do so. He subsequently decided to use the same
contractual rights to require a member of the group to make a loan to permit him
to exercise his options, thereby increasing his voting power.
"It is with regret that the Board takes these steps. However, there must be no
doubt about the corporate governance of Gemplus. In addition, there must be an
end to scurrilous stories and speculation without any foundation. They do no
credit to the reality of Gemplus, the quality of its people, the company's real
achievements and the considerable prospects we enjoy."
END
Media Conference Call:
The company has scheduled a Media Conference call for Tuesday 24 September
starting at 08:30 Paris time.
Callers may participate in the live conference call by dialing:
Number: +33 (0)1 55 69 57 35
Access Code: 453087
Analyst Conference Call:
Gemplus has scheduled a conference call for Tuesday, 24 September 2002 starting
at 2.30pm Paris time.
Callers may participate in the live conference call by dialing:
Europe: +44 (0) 20 7984 7582
Access Code: 768605
The live conference call will also be available on the Internet at
www.companyboardroom.com.
Replays of the conference call will be available approximately two hours after
the conclusion of the live conference call for five days on: +44 (0) 20 7984
7578 (Europe). Access Code: 768605.
Enquiries:
Press:
Gemplus
Martin Crocker
Tel: + 33 (0)4 42 36 30 46
Mob: + 33 (0)6 85 07 66 41
Email: martin.crocker@gemplus.com
Citigate Dewe Rogerson
Tel: + 44 (0)20 7638 9571
Anthony Carlisle
Tel: + 44 (0)7973 611 888
Investors:
Gemplus
Yves Guillaumot
Tel: + 33 (0)4 42 36 52 98
Email: yves.guillaumot@gemplus.com
Fineo
Anne Guimard
Tel: + 33 (0)1 45 72 20 96
Email: guimard@fineo.com
About Gemplus
GEMPLUS: the world's number one provider of solutions empowered by Smart Cards
Gemplus helps its clients offer an exceptional range of portable, personalized
solutions that bring security and convenience to people's lives. These include
mobile Internet access, inter-operable banking facilities, e-commerce, and a
wealth of other applications.
Gemplus is the only completely dedicated, truly global player in the Smart Card
industry, with the largest R&D team, unrivalled experience, and an outstanding
track record of technological innovation.
In 2001, Gemplus was the worldwide smart card leader in both revenue and total
smart card shipments (source: Gartner-Dataquest, Frost and Sullivan). Gemplus
was also awarded Frost and Sullivan's 2002 Market Value Award for its
exceptional performance. Its revenue in 2001 was 1.023 Billion Euros. It
operates in 37 countries throughout the world and had 2001 revenues of 1.023
billion euros.
Gemplus: Beyond Smart
www.gemplus.com
(C)2002 Gemplus International S.A. All rights reserved. Gemplus, the Gemplus
logo, GemXpresso, and Your Passport to the Digital Age 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.
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: September 25, 2002
GEMPLUS INTERNATIONAL S.A.
By: /s/ Stephen Juge
---------------------------------
Name: Stephen Juge
Title: Executive Vice President and
General Counsel