Registration
No.333-5086
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM
F-6
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
For
American Depositary
Shares Evidenced by American
Depositary Receipts
DASSAULT
SYSTÈMES S.A.
(Exact
name of issuer of deposited securities as specified in its charter)
N/A
(Translation
of issuer's name into English)
France
(Jurisdiction
of
Incorporation or organization
of
Issuer)
JPMORGAN
CHASE BANK, N.A.
(Exact
name of depositary as specified in its charter)
4
New
York Plaza, New York, New York 10004
Tel.
No.:
(212) 623-0636
(Address,
including zip code,
and
telephone number of depositary's
principal offices)
Deborah
Dean
Dassault
Systèmes Americas Corporation
900
Chelmsford Street Tower 2 Floor 5
Lowell,
MA 01851
(978)
442
-2500
(Address,
including zip
code, and telephone number of
agent
for service)
With
copies to:
Scott
A.
Ziegler, Esq.
Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue
New
York,
New York 10022
It
is
proposed that this filing become effective under Rule 466
x
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immediately
upon filing
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o
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on
[date] at [time]
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If
a
separate registration statement has been filed to register the deposited shares,
check the following box. 9
The
Prospectus consists of the form of American Depositary Receipt (AADR@)
included as Exhibit A to the form of Amendment to Deposit Agreement filed
as
Exhibit (a)(2) to this Post-Effective Amendment to Registration Statement
on
Form F-6, which is incorporated herein by reference.
PART
I
INFORMATION
REQUIRED IN PROSPECTUS
CROSS
REFERENCE SHEET
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Item
Number
and
Caption
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Location
in Form of
ADR
Filed Herewith
as
Prospectus
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Item
1.
DESCRIPTION OF SECURITIES TO BE REGISTERED
1.
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Name
of depositary and principal executive officer
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Face,
introductory paragraph address of its and final sentence on
face.
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2.
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Title
of ADR and identity of deposited securities
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Face,
top center and introductory
paragraph
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Terms
of Deposit
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(i)
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The
amount of deposited securities represented by one unit of ADRs
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Face,
upper right corner and introductory paragraph
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(ii)
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The
procedure for voting, if any, the deposited securities
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Reverse,
paragraph (12)
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(iii)
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The
collection and distribution of dividends
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Face,
paragraphs (4), (5) and (7); Reverse, paragraph (10)
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(iv)
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The
transmission of notices, reports and proxy soliciting
material
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Face,
paragraphs (3) and (8); Reverse, paragraph (12)
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(v)
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The
sale or exercise of rights
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Face,
paragraphs (4) and (5);Reverse, paragraph (10)
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(vi)
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The
deposit or sale of securities resulting from dividends, splits or
plans of
reorganization
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Face,
paragraphs (4) and (5); Reverse, paragraphs (10) and
(13)
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(vii)
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Amendment,
extension or termination of the deposit agreement
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Reverse,
paragraphs (16) and (17) (no provision for
extension)
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Item
Number
and
Caption
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Location
in Form of
ADR
Filed Herewith
as
Prospectus
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(viii)
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Rights
of holders of ADRs to inspect the transfer books of the Depositary
and the
lists of holders of ADRs
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Face,
paragraph (3)
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(ix)
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Restrictions
upon the right to deposit or withdraw the underlying
securities
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Face,
paragraphs (1), (2), (4) and (5)
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(x)
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Limitation
upon the liability of the Depositary and/or the Company
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Reverse,
paragraph (14)
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3.
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Description
of all fees and charges which may be imposed directly or indirectly
against the holders of ADRs
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Face,
paragraph (7)
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Item
2.
AVAILABLE INFORMATION
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Item
Number
and
Caption
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Location
in Form of
ADR
Filed Herewith
as
Prospectus
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2(b)
Statement that the foreign issuer is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934 and, accordingly,
files certain reports with the Securities and Exchange
Commission
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Face,
paragraph (8)
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INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3.
EXHIBITS
(a)(1) Form
of
Amended and Restated Deposit Agreement dated as of December 31, 1998 to Deposit
Agreement dated as of June 27, 1996 among Dassault Systèmes, S.A., JPMorgan
Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary
(the "Depositary"), and all holders from time to time of American Depositary
Receipts issued thereunder (the "Deposit Agreement"). Previously filed as
exhibit (a) to Registration Statement No. 333-5086 and incorporated herein
by
reference.
(a)(2) Form
of
Amendment to Deposit Agreement, including form of ADR. Filed herewith as
exhibit (a)(2)
(b) Any
other
agreement, to which the Depositary is a party, relating to the issuance of
the
Depositary Shares registered hereby or custody of the deposited securities
represented thereby. - None.
(c) Any
material contract relating to the deposited securities between the Depositary
and the issuer of the deposited securities in effect at any time within the
last
three years. - None.
(d) Opinion
of counsel to the Depositary as to the legality of the securities to be
registered. Previously filed as exhibit (d) to Registration Statement No.
333-5086 and incorporated herein by reference.
(e) Certification
under Rule 466. - Filed herewith as exhibit (e)
Item
4.
UNDERTAKINGS
(a)
The
Depositary hereby undertakes to make available at the principal office of the
Depositary in the United States, for inspection by holders of the ADRs, any
reports and communications received from the issuer of the deposited securities
which are both (1) received by the Depositary as the holder of the deposited
securities; and (2) made generally available to the holders of the underlying
securities by the issuer.
(b)
If
the amounts of fees charged are not disclosed in the prospectus, the Depositary
undertakes to prepare a separate document stating the amount of any fee charged
and describing the service for which it is charged and to deliver promptly
a
copy of such fee schedule without charge to anyone upon request. The Depositary
undertakes to notify each registered holder of an ADR thirty days before any
change in the fee schedule.
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase
Bank, N.A., on behalf of the legal entity created by the Deposit Agreement,
certifies that it has reasonable grounds to believe that all of the requirements
for filing on Form F-6 are met and has duly caused this Post-Effective Amendment
to Registration Statement on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of
New
York, on April 18, 2008.
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Legal entity created by the form of
Deposit
Agreement for the issuance of ADRs evidencing American Depositary
Shares |
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By: JPMORGAN
CHASE BANK, N.A.,
in
its capacity as Depositary
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By: |
/s/ Melinda
L. VanLuit |
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Name:
Melinda L. VanLuit
Title:
Vice President
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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 F-6 and has duly caused this Post-Effective Amendment to
Registration Statement on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Paris, France, on
the
28th day of March, 2008.
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DASSAULT
SYSTÈMES
S.A. |
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By: |
/s/ Thibault
de Tersant |
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Name:
Thibault de Tersant
Title:
Senior Executive Vice-President and CFO
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
to Registration Statement on Form F-6 has been signed by the following persons
in the capacities indicated on the 28th
day of
March, 2008.
Name
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Title
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/s/Charles
Edelstenne
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Chairman
of the Board
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(Charles
Edelstenne)
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/s/Bernard
Charles
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President,
Chief Executive Officer and Director
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(Bernard
Charlès)
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/s/Thibault
de Tersant
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Chief
Financial Officer and Director
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(Thibault
de Tersant)
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/s/Paul
R. Brown
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Director
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(Paul
R. Brown)
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/s/Laurent
Dassault
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Director
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(Laurent
Dassault)
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/s/Bernard
Dufau
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Director
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(Bernard
Dufau)
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/s/Andre
Kudelski
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Director
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(André
Kudelski)
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/s/Jean-Pierre
Chahid-Nourai
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Director
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(Jean-Pierre
Chahid-Nouraï)
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/s/Arnoud
De Meyer
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Director
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(Arnoud
De Meyer)
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/s/Deborah
Dean
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Authorized
Representative in the United States
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(Deborah
Dean)
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Index
to Exhibits
Exhibit
Number
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(a)(2)
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Form
of Amendment to Deposit Agreement
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(e)
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Rule
466 Certification
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