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 July 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
--- ---
(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
--- ---
GEMPLUS INTERNATIONAL S.A.
Quarterly Report on Form 6-K
For the period ended March 31, 2002
--------------------------------------------------------------------------------
INDEX Page No
Part I - Financial Information
Item 1. Financial Statements................................................2
Condensed Consolidated Statements of Income
Three Months Ended March 31, 2002 and 2001 (Unaudited).........2
Condensed Consolidated Balance Sheets
March 31, 2002 (Unaudited) and December 31, 2001...............3
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2002 and 2001 (Unaudited).........4
Consolidated Statement of Changes in Shareholders' Equity
Three Months Ended March 31, 2002 (Unaudited)..................5
Notes to the Condensed Consolidated Financial Statements
(Unaudited)....................................................6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations..............................................17
Item 3. Qualitative Disclosures About Market Risk..........................23
Part II -Other Information
Item 1. Legal proceedings..................................................24
Item 2. Changes in securities..............................................24
Item 3. Default upon senior securities.....................................24
Item 4. Submission of Matters to a Vote of Security Holders................24
Item 5. Other Information..................................................24
Item 6. Exhibits and other Reports on Form 6-K.............................24
Signature.....................................................................25
GEMPLUS INTERNATIONAL S.A.
Quarterly Report on Form 6-K
For the period ended March 31, 2002
--------------------------------------------------------------------------------
Item 1. Financial Statements
Condensed Consolidated Statements of Income
(in thousands of euros, except share and per share data)
---------------------------------
Three months ended March 31,
2002 2001
(unaudited)
---------------------------------
Net sales 176,532 293,631
Cost of sales (140,356) (193,727)
Gross Profit 36,176 99,904
Research and development expenses (27,376) (29,663)
Selling and marketing expenses (32,097) (45,690)
General and administrative expenses (24,054) (27,070)
Goodwill amortization (6,136) (7,726)
Operating loss before restructuring (53,487) (10,245)
Restructuring expenses (19,324) -
Operating loss (72,811) (10,245)
Interest income and (expense), net 4,763 8,422
Other income (expense), net (5,199) (5,157)
Income (loss) before taxes (73,247) (6,980)
Income taxes benefit (provision) 10,784 (179)
--------------------------------------------------------------------------------------------
Net loss (62,463) (7,159)
--------------------------------------------------------------------------------------------
Net income (loss) per share
Basic (0.10) (0.01)
Diluted (0.10) (0.01)
Shares used in net income (loss) per share calculation
Basic 605,789,994 638,712,082
Diluted 605,789,994 638,712,082
Note: In filings with the Commission des Operations de Bourse and its annual
report to shareholders, the Company has included goodwill amortization below
operating income. See Note 10.
The accompanying notes are an integral part of these condensed financial
statements
GEMPLUS INTERNATIONAL S.A.
Quarterly Report on Form 6-K
For the period ended March 31, 2002
--------------------------------------------------------------------------------
Condensed Consolidated Balance Sheets
(in thousands of euros)
-------------------------------------
March 31, 2002 December 31, 2001
-------------------------------------
Assets (unaudited)
Current assets:
Cash and cash equivalents 450,073 490,652
Trade accounts receivable, net 146,888 188,635
Inventory, net 127,773 139,794
Other current assets 97,816 103,733
Total current assets 822,550 922,814
Non-current assets:
Property, plant and equipment, net 265,505 268,784
Goodwill, net 110,791 116,580
Other non-current assets 231,678 222,514
Total non-current assets 607,974 607,878
--------------------------------------------------------------------------------------------
Total assets 1,430,524 1,530,692
--------------------------------------------------------------------------------------------
Liabilities
Current liabilities:
Accounts payable 111,648 109,661
Accrued liabilities and other 126,837 168,905
Current obligations under capital leases 3,650 3,734
Total current liabilities 242,135 282,300
Non-current liabilities:
Long-term obligations under capital leases 38,414 32,581
Long-term debt, less current portion - 14
Other non-current liabilities 24,404 30,859
Total non-current liabilities 62,818 63,454
Minority interest 18,364 17,176
Shareholders' equity
Ordinary shares no legal par value, 2,000,000,000 shares
authorized, 641,993,097 and 631,396,497 shares issued and
outstanding at March 31, 2002 and December 31, 2001,
respectively 127,056 127,056
Additional paid-in-capital 1,028,699 1,027,850
Retained earnings 62,553 125,016
Other comprehensive income (2,909) (3,968)
Less, cost of treasury shares (108,192) (108,192)
Total shareholders' equity 1,107,207 1,167,762
--------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity 1,430,524 1,530,692
--------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these condensed financial
statements
GEMPLUS INTERNATIONAL S.A.
Quarterly Report on Form 6-K
For the period ended March 31, 2002
--------------------------------------------------------------------------------
Condensed Consolidated Statements of Cash Flows
(in thousands of euros)
------------------------------
Three months ended March 31,
2002 2001
------------------------------
Cash flows from operating activities: (unaudited)
Net loss (62,463) (7,159)
Adjustments to reconcile net loss to net cash from
operating activities:
Depreciation and amortization 25,827 28,426
Change in other non-current liabilities (2,596) 851
Gain on assets sold 1,033 307
Provision for income taxes (10,784) 179
Other, net (3,475) 142
Changes in operating assets and liabilities:
Trade accounts receivable and related current liabilities 39,189 22,259
Trade accounts payable and related current assets 183 (50,099)
Inventories 13,159 (45,504)
Value-added and income taxes (2,864) (4,265)
Other, net (10,509) 5,971
Restructuring reserve 9,550 -
Litigation expenses (18,120) -
Management severance expenses (10,515) -
--------------------------------------------------------------------------------------------
Net cash used in operating activities (32,385) (48,892)
Cash flows from investing activities:
Sale / (Purchase) of activities net of cash disposed /
(acquired) - (262)
Other investments (1,112) (21,563)
Purchase of property, plant and equipment (12,152) (40,276)
Purchase of other assets (456) (3,593)
Change in non-trade accounts payable and other current
assets 6,230 1,065
--------------------------------------------------------------------------------------------
Net cash used in investing activities (7,490) (64,629)
Cash flows from financing activities:
Proceeds from exercise of share options 849 1,067
Proceeds from minority contribution 367 -
Payments on long-term borrowings (29) (1,447)
Proceeds from sale-leaseback operations 6,617 -
Principal payments on obligations under capital leases (869) (700)
Increase (decrease) in bank overdrafts (4,017) 2,370
Change in treasury shares - 188
Interest receivable on loans to senior management (844) (2,315)
Change in non-trade accounts payables on financing activities - (4,216)
--------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 2,074 (5,053)
Effect of exchange rate changes on cash (2,778) (12,804)
Net increase (decrease) in cash and cash equivalents (37,801) (118,574)
Cash and cash equivalents, beginning of period 490,652 636,284
--------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period 450,073 504,906
--------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these condensed financial
statements
GEMPLUS INTERNATIONAL S.A.
Quarterly Report on Form 6-K
For the period ended March 31, 2002
--------------------------------------------------------------------------------
Consolidated Statement of Changes in Shareholders' Equity
(in thousands of euros, except number of shares)
Additional Other
Number of Share paid-in Retained comprehensive Treasury
shares value capital earnings Net loss income shares Total
--------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001 641,396,497 127,056 1,027,850 225,236 (100,220) (3,968) (108,192) 1,167,762
--------------------------------------------------------------------------------------------------------------------------------
Allocation of prior year
earnings - - - (100,220) 100,220 - - -
Net loss - - - - (62,463) - - (62,463)
Shares issued by Gemplus
S.A. pursuant to share
options exercised to be 596,600 - 849 - - - - 849
contributed
Change in other
comprehensive income - - - - - 1,059 - 1,059
--------------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 2002
(unaudited) 641,993,097 127,056 1,028,699 125,016 (62,463) (2,909) (108,192) 1,107,207
--------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these condensed financial
statements
GEMPLUS INTERNATIONAL S.A.
Quarterly Report on Form 6-K
For the period ended March 31, 2002
--------------------------------------------------------------------------------
Notes to the Condensed Consolidated Financial Statements
1/ Basis of presentation and accounting policies
These unaudited interim financial statements prepared in accordance with
International Accounting Standards (IAS), reflect all normal recurring
adjustments which are, in the opinion of management, necessary to present
fairly, in all material respects, the financial position of Gemplus
International S.A. (the "Company") and its subsidiaries as of March 31, 2002,
and the results of operations for the three-month periods ended March 31, 2002
and 2001. All material intercompany balances have been eliminated. Because all
of the disclosures required by IAS are not included, these interim statements
should be read in conjunction with the audited financial statements and
accompanying notes in the Company's annual report for the year ended December
31, 2001. The year-end condensed balance sheet data was derived from the audited
financial statements and does not include all of the disclosures required by
generally accepted accounting principles. The statements of operations for the
periods presented are not necessarily indicative of results to be expected for
any future period, nor for the entire year.
The annual consolidated financial statements of the Company are prepared in
accordance with IAS. As of January 1, 2001, the Company has adopted the new
standard applicable for the first time to financial statements of periods
beginning after January 1, 2001, relating to Financial Instruments (IAS 39).
2/ Inventories
Inventories are stated at the lower of cost or market (with cost being
determined principally on the weighted average cost basis).
Inventory consists of the following:
(in thousands of euros)
---------------------------------------------------------
March 31,
2002 December 31,
(unaudited) 2001
---------------------------------------------------------
Raw materials and supplies 57,787 63,621
Work-in-process 64,445 79,394
Finished goods 19,170 14,738
---------------------------------------------------------
Inventory, gross 141,402 157,753
---------------------------------------------------------
Less, inventory allowance (13,629) (17,959)
---------------------------------------------------------
Inventory, net 127,773 139,794
---------------------------------------------------------
3/ Common control transactions
As at March 31, 2002, certain shares of Gemplus S.A. held mainly by employees
have not yet been contributed to Gemplus International S.A. for administrative
and legal reasons. The total amount of shares to be issued by Gemplus
International S.A. upon the contribution of Gemplus S.A. shares amounted to
6,710,800 shares, representing 1.05% of the shareholdings of Gemplus
International S.A., which in total was represented by 641,993,097 shares
outstanding as at March 31, 2002.
4/ Net loss per share
A reconciliation of the numerator and denominator of basic and diluted net
income per share is provided in the following table:
----------------------------------------------------------------------------------------------
Three months ended March 31,
2002 2001
(unaudited)
----------------------------------------------------------------------------------------------
Basic and diluted net loss (62,463) (7,159)
----------------------------------------------------------------------------------------------
Shares used in basic net loss per share calculation:
----------------------------------------------------------------------------------------------
Weighted average number of common shares outstanding 641,495,930 638,712,082
Weighted average number of treasury shares (35,705,936) -
----------------------------------------------------------------------------------------------
Weighted average number of common shares outstanding 605,789,994 638,712,082
----------------------------------------------------------------------------------------------
Dilutive effect of stock options 4,094,769 54,151,513
Dilutive effect of warrants 112,294 1,780,561
Dilutive effect of shares to be issued following acquisitions
of Celocom Ltd and Slp InfoWare SA - 756,148
----------------------------------------------------------------------------------------------
Weighted average diluted number of shares outstanding 609,997,057 695,400,304
----------------------------------------------------------------------------------------------
Shares used in diluted net loss per share 605,789,994 638,712,082
----------------------------------------------------------------------------------------------
5/ Segment reporting
As of January 1, 2002, the Company elected to change the reporting of its
business segments, and restated its prior periods' presentation to conform to
this revised segment reporting.
All the activities formerly reported as part of the Network Systems segment and
the Other operating segment have been transferred to the Financial Services and
Security segment, except the access control systems activities of the Company's
former subsidiary Skidata and the electronic smart labels solutions activities
of the Company's former Tag subsidiary, which have been reported separately
under "Disposed Operations", as they were sold during the third quarter of 2001.
Consequently, the Financial Services and Security segment includes systems and
services based on chip card technology in areas such as financial services,
identification, health care, corporate security, loyalty programs,
transportation access, pay-television applications, e-business security
activities as well as magnetic stripe plastic cards for banking applications.
The Company's activities in this segment also include the sales of smart card
readers to customers as well as smart card interfacing technologies to device
manufacturers. There is no change with respect to the Telecommunications
segment, which includes the Company's wireless solutions, as well as prepaid
telephone cards and other products.
This change in business segment reporting is consistent with the changes in the
Company's financial reporting structure incorporated in its management
reporting. The Company`s two operating segments, the Telecommunications segment
and the Financial Services and Security segment, have a different customer base,
and each of them has separate financial information available. These segments
are evaluated regularly by the management in deciding how to allocate resources
and in assessing performance. The Company's management makes decisions about
resources to be allocated to the segments and assesses their performance using
revenues and gross margins. The Company does not identify or allocate assets to
the operating or geographic segments nor does management evaluate the segments
on this criterion on a regular basis.
The following tables present selected data for the three-month periods ended
March 31, 2002 and 2001:
(in thousands of euros)
----------------------------------------------------------------------------
Three months ended
March 31,
2002 2001
(unaudited)
----------------------------------------------------------------------------
Net sales
Telecommunications 121,411 213,315
Financial Services and Security 55,121 62,447
Disposed Operations - 17,869
----------------------------------------------------------------------------
Net sales 176,532 293,631
----------------------------------------------------------------------------
Gross profit
Telecommunications 31,890 84,398
Financial Services and Security 4,286 9,797
Disposed Operations - 5,709
----------------------------------------------------------------------------
Gross profit 36,176 99,904
----------------------------------------------------------------------------
Research and development expenses (27,376) (29,663)
Selling and marketing expenses (32,097) (45,690)
General and administrative expenses (24,054) (27,070)
Goodwill amortization (6,136) (7,726)
----------------------------------------------------------------------------
Operating income (loss) before restructuring (53,487) (10,245)
----------------------------------------------------------------------------
Restructuring expenses (19,324) -
----------------------------------------------------------------------------
Operating income (loss) (72,811) (10,245)
----------------------------------------------------------------------------
Note:
Disposed operations include Skidata and Tag activities, which were sold during
the third quarter of 2001.
In filings with the Commission des Operations de Bourse and its annual report to
shareholders, the Company has included goodwill amortization below operating
income. See Note 10.
The following is a summary of sales by geographic area for the three-month
periods ended March 31, 2002 and 2001:
(in thousands of euros)
------------------------------------------------------------------
Three months ended March 31,
2002 2001
(unaudited)
------------------------------------------------------------------
Europe, Middle East, Africa 91,643 138,658
Asia 44,258 97,331
Americas 40,631 39,773
Disposed operations - 17,869
------------------------------------------------------------------
Net sales 176,532 293,631
------------------------------------------------------------------
Note: Disposed operations include Skidata and Tag activities, which were sold
during the third quarter of 2001, and were reported primarily in the Europe,
Middle East and Africa region during the first quarter of 2001.
6/ Ordinary shares
In March 2002, the Company issued 596,600 shares following the exercise of
Gemplus SA stock options held by employees.
As mentioned in Note 3, as at March 31, 2002, the total amount of shares to be
issued by Gemplus International S.A. upon the contribution of Gemplus S.A.
shares amounted to 6,710,800 shares, representing 1.05% of the shareholdings of
Gemplus International S.A., which in total was represented by 641,993,097 shares
outstanding as at March 31, 2002.
7/ Restructuring
In addition to the restructuring program that was put into place in the second
quarter of 2001, the Company announced on February 6, 2002 a further
restructuring and rationalization program. The Company began to implement the
program and recorded a pre-tax restructuring charge of (euro) 19,324 thousand in
the Consolidated Statement of Income for the three-month period ended March 31,
2002. This restructuring charge corresponds to Phase 1 of the 2002 restructuring
program, as described below, and relates to the reduction of the workforce and
the rationalization of office facilities on a worldwide basis, with primarily
the exception of France and Germany which are included in Phase 2 of the 2002
restructuring program.
In France and Germany, the Company must carry out consultations with employee
representatives before implementing workforce reductions. As a result, there has
been a delay between the initial decision by management to propose a staff
reduction plan on February 6, 2002 and the time the reduction program will be
put into place and communicated to employees. For the social plans in both
France and Germany, the processes are on track and it is expected that
communication will be possible during the second quarter of 2002, enabling the
Company to record additional restructuring charges of approximately (euro) 40-45
million.
In total, the restructuring charge estimated for 2002 is expected to be
approximately (euro) 60-65 million, of which:
Phase 1 - (euro) 19.3 million charge consisting of (euro) 8.4 million
for headcount reductions, (euro) 9.7 million for
consolidation of facilities and (euro) 1.2 million related to
fixed asset write-offs,
Phase 2 - (euro) 40-45 million charge with approximately 80% for
headcount reductions, 10% for consolidation of facilities and
10% related to fixed asset write-offs.
In 2002, total cash outlays for the restructuring programs are expected to
amount to approximately (euro) 50 million:
- (euro) 6.0 million for the restructuring program implemented in 2001,
- (euro) 44.0 million for Phase 1 and Phase 2 of the 2002 restructuring
program.
Phase 1 of the 2002 restructuring program involves the termination of 250
employees. Phase 2 of the 2002 restructuring program involves the termination of
an additional 550 employees. The Company expects that additional initiatives
(non renewal of temporary employment contracts, reduction of subcontractors)
combined with attrition will bring the overall reduction in employees to
approximately 1,140 in 2002, representing 16% of the Company's global workforce
as at December 31, 2001.
The 2002 restructuring program (Phase 1 as well as Phase 2) affects all areas
within the company (Manufacturing, Selling, Marketing, Research and Development
and General and Administrative functions). The overall reduction of the
workforce is broken down as follows:
o Manufacturing organization : 550 employees,
o General and administrative functions: 245 employees,
o Selling and Marketing organization: 215 employees, and
o Research and development organization: 130 employees.
The majority of employees already terminated or to be terminated (Phase 1 as
well as Phase 2) are located in France, Germany, the USA and the UK.
Restructuring activity at the end of March 2002 was as follows:
- Concerning the 2001 restructuring program:
(in thousands of euros)
------------------------------------------------------------------------------------------
Reduction of
workforce and Non-cash
other cash writeoffs
2001 restructuring program outflows of assets Total
------------------------------------------------------------------------------------------
2001 restructuring charge 22,022 6,444 28,466
------------------------------------------------------------------------------------------
Amounts utilized in 2001 (15,466)
Exchange rate differences (379)
Restructuring reserve as at December 31, 2001 6,177
------------------------------------------------------------------------------------------
Amounts utilized in 2002 (3,902)
Exchange rate differences 30
Restructuring reserve as at March 31, 2002 2,305
------------------------------------------------------------------------------------------
- Concerning the 2002 restructuring program:
(in thousands of euros)
------------------------------------------------------------------------------------------
Reduction of
workforce and Non-cash
other cash writeoffs
2002 restructuring program outflows of assets Total
------------------------------------------------------------------------------------------
First quarter 2002 restructuring charge 18,065 1,259 19,324
------------------------------------------------------------------------------------------
Amounts utilized in first quarter 2002 (4,568)
Exchange rate differences (75)
Restructuring reserve as at March 31, 2002 13,422
------------------------------------------------------------------------------------------
8/ Comprehensive income
Certain items defined as other comprehensive income, such as foreign currency
translation adjustments, are reported separately from retained earnings and
additional paid-in-capital in the shareholders' equity section of the balance
sheets.
The components of cumulative other comprehensive income in the shareholders'
equity section of the balance sheets as at March 31, 2002 and December 31, 2001,
respectively, were as follows:
(in thousands of euros)
------------------------------------------------------------------------------------------
March 31, 2002 December 31, 2001
(unaudited)
------------------------------------------------------------------------------------------
Cumulative translation adjustment (3,560) (3,567)
Net unrealized gain (loss) on hedging instruments
qualifying as effective 651 (401)
------------------------------------------------------------------------------------------
Cumulative other comprehensive income (2,909) (3,968)
------------------------------------------------------------------------------------------
The components of comprehensive income for the three-month periods ended March
31, 2002 and 2001, respectively, were as follows:
(in thousands of euros)
--------------------------------------------------------------------------------------
Three months ended March 31,
2002 2001
(unaudited)
--------------------------------------------------------------------------------------
Net loss (62,463) (7,159)
--------------------------------------------------------------------------------------
Change in cumulative translation adjustment 7 (1,398)
Effect of adopting IAS 39 as at January 1, 2001 - 9,093
Change in fair value of available-for-sale financial
assets - (225)
Change in fair value of derivatives qualifying as
effective hedging instruments 1,052 (8,156)
--------------------------------------------------------------------------------------
Change in cumulative other comprehensive income 1,059 (686)
--------------------------------------------------------------------------------------
Comprehensive net loss (61,404) (7,845)
--------------------------------------------------------------------------------------
9/ Differences between International Accounting Standards and U.S.
Generally Accepted Accounting Principles
The Company's consolidated financial statements are prepared in accordance with
IAS, which differ in certain respects from generally accepted accounting
principles in the United States (U.S. GAAP).
The principal differences between IAS and U.S. GAAP are presented below:
(in thousands of euros, except for net income per share)
--------------------------------------------------------------------------------------
For the three months ended
March 31,
2002 2001
--------------------------------------------------------------------------------------
Net loss in accordance with IAS (62,463) (7,159)
--------------------------------------------------------------------------------------
Capitalized development costs (750) 236
Share options accounting 246 39,320
Purchase consideration (419) -
Goodwill amortization 6,136 -
Other differences 167 67
Deferred tax effect of U.S. GAAP adjustments (791) (10)
--------------------------------------------------------------------------------------
Total differences between U.S. GAAP and IAS 4,589 39,613
--------------------------------------------------------------------------------------
Net income (loss) per U.S. GAAP before change in
accounting principle (57,874) 32,454
--------------------------------------------------------------------------------------
Change in accounting principles - Hedge accounting - (8,807)
--------------------------------------------------------------------------------------
Net income (loss) per U.S. GAAP (57,874) 23,647
--------------------------------------------------------------------------------------
Change in cumulative other comprehensive income in
accordance with IAS 1,059 (686)
Change in effect of IAS/US GAAP adjustments on other
comprehensive income 80 (340)
--------------------------------------------------------------------------------------
Other comprehensive income (loss), net of taxes 1,139 (1,026)
--------------------------------------------------------------------------------------
Comprehensive income (loss) per U.S. GAAP (56,735) 22,621
--------------------------------------------------------------------------------------
Net income per share
Basic (0.10) 0.04
Diluted (0.10) 0.03
Number of shares
Basic 605,789,994 638,712,082
Diluted 605,789,994 695,400,304
(in thousands of euros)
-----------------------------------------------------------------------------
March 31, December 31,
2002 2001
(unaudited)
-----------------------------------------------------------------------------
Shareholders' equity in accordance with IAS 1,107,207 1,167,762
-----------------------------------------------------------------------------
Capitalized development costs (6,268) (5,518)
Non recourse loans (71,856) (71,856)
Purchase consideration (8,523) -
Goodwill amortization 6,136 -
Effect of IAS / U.S. GAAP adjustments on other
comprehensive income (4,831) (4,911)
Other differences (143) (310)
Deferred tax effect of U.S. GAAP adjustments 432 1,224
-----------------------------------------------------------------------------
Total difference between U.S. GAAP and IAS (85,053) (81,371)
-----------------------------------------------------------------------------
Shareholders' equity in accordance with US GAAP 1,022,154 1,086,391
-----------------------------------------------------------------------------
10/ Presentation of the consolidated statement of income
For years ended prior to or on December 31, 2001 and for purposes of filing the
Company's Annual Report on form 20-F with the U.S. Securities and Exchange
Commission, the consolidated statements of income prepared in accordance with
IAS include goodwill amortization above operating income (loss).
As a result of the adoption of SFAS 142 as of January 1, 2002, the Company no
longer amortizes goodwill under US GAAP (see Note 11). Consequently, goodwill
amortization no longer represents a presentation difference between operating
income (loss) under IAS and operating income (loss) under US GAAP.
The operating income (loss) would have been as follows under US GAAP:
(in thousands of euros)
--------------------------------------------------------------------
Three months ended
March 31,
2002 2001
(unaudited)
--------------------------------------------------------------------
Operating loss per IAS (66,675) (2,519)
Goodwill amortization (6,136) (7,726)
--------------------------------------------------------------------
Operating loss - US presentation (72,811) (10,245)
--------------------------------------------------------------------
Goodwill amortization 6,136 -
Purchase consideration (419) -
Capitalized development costs (750) 236
Share options accounting 246 39,320
Interest accrued on loans related
to share options 843 2,315
Other differences 167 67
--------------------------------------------------------------------
Operating income (loss) per US GAAP (66,588) 31,693
--------------------------------------------------------------------
11/ New accounting pronouncements under US GAAP
For the presentation of its consolidated net income and total shareholders'
equity under US GAAP, the Company adopted the following new standards:
SFAS 142:
On January 1, 2002 the Company adopted the provisions of the Statement of
Financial Accounting Standard SFAS N(degree) 142, "Goodwill and other intangible
assets", issued by the Financial Accounting Standards Board ("FASB") in July
2001.FAS 142 requires that goodwill and intangible assets with indefinite lives
no longer be amortized but be tested for impairment at least annually in
accordance with the provisions of SFAS 142. Statement 142 also requires that
intangible assets with definite useful lives be amortized over their respective
estimated useful lives to their estimated residual values and be reviewed for
impairment in accordance with SFAS N(degree)144, "Accounting for the impairment
of long-lived assets to be disposed of", which was also adopted on January 1,
2002. For the period ended March 31, 2002, as a result of its adoption, the
Company did not recognize amortization expense under US GAAP. The Company has
reassessed the useful lives of its intangible assets and has not made any
adjustment. The Company did not reclassify any indefinite-live intangible assets
from goodwill, nor did the Company reclassify any intangible assets to goodwill.
In accordance with SFAS 142, the Company has six months from the date of
adoption to complete its initial impairment testing. In the event an impairment
loss is determined in the initial phase, the Company has until December 31, 2002
to finalize the calculation or effectively until June 30, 2003, the date on
which the Company's Form 20-F is due (six months after year-end). However, the
Company does not expect material changes to the carrying value of goodwill as a
result of the adoption of SFAS 142.
SFAS 144
As mentioned above, the Company adopted SFAS N(degree)144, "Accounting for the
impairment or disposal of long-lived assets", which was issued by the FASB on
October 3, 2001. SFAS 144 supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of".
However, it retains many of the fundamental provisions of that Statement. SFAS
144 also amends the accounting and reporting provisions of APB 30, "Reporting
the Results of Operations-Discontinued Events and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions", to broaden the definition of
what constitutes a discontinued operation, amends the accounting and
presentation for discontinued operations, and amends ARB 51, "Consolidated
Financial Statements to eliminate the exception to consolidation for a
temporarily controlled subsidiary". SFAS 144 is effective for fiscal years
beginning after December 31, 2001. The adoption of this standard does not have a
material impact on the Company's consolidated net income and total shareholders'
equity under US GAAP.
SFAS 141
In July 2001, the FASB issued Statement No 141, "Business Combinations". The
provisions of this Statement were required to be adopted immediately. Statement
141 requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001 as well as all purchase method
business combinations completed after June 30, 2001. Statement 141 also
specifies criteria that must be met in order for intangible assets acquired in a
purchase method business combination to be recognized and reported apart from
goodwill. During the three-month period ended March 31, 2002, the Company has
not entered into any business combination transactions.
12/ Related party transactions
During the first quarter 2002, the Company paid an amount of 10 515 thousand
euros with respect to the severance costs in connection with the resignation and
cessation of its former Chief Executive Officer, Mr. Perez, and of its former
Chairman of the Board of Directors, Dr. Lassus. These amounts were accrued in
the Company's 2001 consolidated statement of income and were included in the 25
691 thousand euros management severance expenses.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This report contains forward-looking statements reflecting management's
current expectations regarding our future financial performance. Such
expectations are based on certain assumptions and involve risks and
uncertainties. These uncertainties include, but are not limited to:
o trends in the wireless communication and financial services markets,
o trends in the growth of mobile commerce, mobile banking and internet
business,
o the effect of the adoption of competing technologies in our target
markets,
o the profitability of our market expansion strategy,
o our ability to develop and take advantage of new software and
services,
o our ability to develop and market new chip card technologies to meet
market demands,
o our ability to attract and maintain qualified executives and
personnel,
o our ability to manage our inventories of microprocessor chips,
o challenges to or loss of our intellectual property rights regarding
our chip card technology,
o expected intense competition in our main markets,
o our ability to implement our restructuring plans effectively, and
o trade risks, legal risks, and social and economic risks, and other
risks that are described in our filings with the Securities and
Exchange Commission.
You are cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date hereof. We are not under any
obligation, and we expressly disclaim any obligation, to update or alter any
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent that as a result of fulfilling our
disclosure obligations under the U.S. securities laws and regulations, we
determine that such an update is necessary.
Results of Operations
Net Sales
Net sales for the first quarter ended March 31, 2002 amounted to (euro)
176.5 million, a 40% decrease compared with net sales of (euro) 293.6 million
for the same period in 2001. Excluding our disposed operations, i.e. the SkiData
and Tag activities sold during the third quarter of 2001, net sales recorded in
the first quarter of 2001 amounted to (euro) 275.7 million, resulting in an
adjusted 36% decrease of net sales in the first quarter of 2002 as compared to
the same period in 2001. Revenues recorded during the first quarter of 2001 were
the strongest we had ever recognized during the first quarter of the year, and
were at the peak before the slowdown in mobile telecom sales.
The decrease in net sales was mainly concentrated in our
telecommunications segment, which consists of wireless products, prepaid phone
cards and other products. Sales in our telecommunications segment decreased 43%
in the first quarter of 2002 as compared to the same period in 2001. This
decrease was primarily attributable to a decline in sales of wireless products
due to lower demand for wireless products and price pressure resulting in lower
prices, primarily in Asia and Europe during the first quarter of 2002. Net sales
also decreased due to a decline in prepaid phone cards, which was mainly driven
by lower demand in Europe and Asia.
The financial services and security segment, which consists of products
and services based on chip card technology in areas such as financial services,
identification, health care, corporate security, loyalty programs,
transportation access, pay-television applications, as well as magnetic stripe
plastic cards for banking applications and smart card readers and interfacing
technologies, decreased 12% in the first quarter of 2002 as compared to the same
period in 2001. The decrease in our financial services and security segment was
mainly due to lower sales in non-strategic businesses, such as plastic and
magnetic stripe cards, as well as Other Equipment Manufacturers products ("OEM"
products) and contactless cards for transport activity.
The following table shows the breakdown of our net sales in the
three-month periods ended March 31, 2002 and 2001 by market segment.
Three months ended
--------------------
March 31,
-------------------- --------
2002 2001 % change
------ ------ --------
(millions of euros)
Telecommunications...................... 121.4 213.3 (43%)
Financial services and security ........ 55.1 62.4 (12%)
Disposed operations(*) ................. - 17.9 (100%)
----- ----- -----
Total................................... 176.5 293.6 (40%)
===== ===== =====
(*) includes SkiData and Tag activities which we sold during the third quarter
of 2001.
Wireless products accounted for most of the decrease in net sales in
the telecommunications segment. We recorded net sales of wireless products of
(euro) 85.9 million in the first quarter of 2002, representing a decrease of 48%
as compared to (euro) 165.1 million recorded in the first quarter of 2001.
During the first quarter of 2002, the decrease reflected primarily a decline in
volume, as we sold approximately 35% fewer units in the first quarter of 2002
compared with the same period a year ago and a decline in prices due to the
price pressure currently experienced in the wireless market.
Phone card sales amounted to (euro) 38.3 million in the first quarter
of 2002, a 25% decrease as compared to net sales recorded in the first quarter
of 2001 resulting from lower demand in all regions, with a significant slowdown
in Europe and Asia.
As a result of decreased revenues, the telecommunications segment
represented 69% of our revenues in the first quarter of 2002, as compared to 77%
of our revenues in the first quarter of 2001 (excluding disposed operations).
The decrease in financial services and security segment sales resulted
primarily from lower demand for non-strategic business products, such as plastic
and magnetic stripe cards, as well as OEM products and contactless cards for
transport activity. The proportion of the financial services and security
segment in our total revenues increased due to the decline in sales in the
telecommunications segment. As a result, the financial services and security
segment represented 31% of our revenues in the first quarter of 2002, as
compared to 23% of our revenues in the first quarter of 2001 (excluding disposed
operations).
During the first quarter of 2002, our net sales decreased in the
Europe, Middle East and Africa region and in Asia, and remained stable in the
Americas, as compared to the same period in 2001.
The following table breaks down our net sales among our three regions:
Three months ended
March 31,
---------------------
2002 2001 % change
-------- -------- --------
(millions of euros)
Europe, Middle East and Africa........ 91.6 138.6 (34%)
Asia.................................. 44.3 97.3 (54%)
Americas.............................. 40.6 39.8 2%
Disposed operations................... - 17.9 (100%)
----- ----- ---
Total................................. 176.5 293.6 (40%)
===== ===== ===
The Europe, Middle East and Africa region represented 52% of the first
quarter net sales in 2002, decreasing 34% from the same period in 2001 excluding
our disposed operations, as a result of the telecommunications activity
shortfall, the delay in wireless migration to high end products and the slowdown
experienced in financial services and security business.
The Asia region represented 25% of the first quarter net sales in 2002,
decreasing 54% from the same period in 2001. This reflected primarily the lower
shipments of wireless products in Asia and the significant pressure on wireless
sales prices, combined with a decrease of the financial services and security
segment net sales due to the effect of a one-time significant sale of hardware
products recorded in the first quarter of 2001.
The revenue in the Americas remained stable and resulted primarily from
significant growth in sales of wireless products in North America, which was
offset by lower demand for phone cards in Latin America.
Gross profit
Gross profit decreased 64% from (euro) 99.9 million in the first
quarter of 2001 to (euro) 36.2 million in the first quarter of 2002. Our gross
margin decreased from 34.0% in the first quarter of 2001 to 20.5% in the first
quarter of 2002. Excluding disposed operations, gross profit decreased 61.6%
from (euro) 94.2 million in the first quarter 2001 to (euro) 36.2 million in the
same period in 2002 and our gross margin decreased from 34.2% in the first
quarter of 2001 to 20.5% in the first quarter of 2002.
Three unfavorable factors contributed to the decline in our gross
profit in the first quarter of 2002. First, we shipped a lower volume of SIM
cards compared to the first quarter of the prior year, which was at the peak of
the market before the slowdown in the wireless industry. Second, the business
mix between the telecommunications and the financial services and security
segments was unfavorable with a higher proportion of sales in our financial
services and security segment where we generate lower margins. Financial
services and security gross profit remained below that of telecommunications,
and both decreased in the first quarter of 2002. Third, pressure on sales
prices, primarily in the telecommunications segment, also resulted in lower
margins.
The following table breaks down our gross profit and gross margin by
segment.
Three months ended March 31,
-----------------------------
2002 2001
---- ----
(millions of (% of (millions of (% of % change in
euros) sales) euros) sales) gross profit
------------ ------ ------------ ------ ------------
Telecommunications ........................ 31.9 26.3% 84.4 39.6% (62%)
Financial services and security............ 4.3 7.8% 9.8 15.7% (56%)
Disposed operations ....................... - - 5.7 31.8% (100%)
---------------------------------------------------------------
Total...................................... 36.2 20.5% 99.9 34.0% (64%)
==== ====
The telecommunications segment gross margin decreased from 39.6% in the
first quarter of 2001 to 26.3% in the first quarter of 2002. This decrease was
mainly attributable to underabsorption of manufacturing fixed costs following
the volume shortfall and price pressure on wireless products.
The financial services and security segment gross margin decreased from
15.7% in the first quarter of 2001 to 7.8% in the first quarter of 2002. The
financial services and security segment gross margin suffered from an
unfavorable product mix and from the underabsorption of certain manufacturing
fixed costs. In addition, gross profit recorded in the first quarter of 2001 had
been favorably impacted by a one-time significant sale of hardware products.
Operating loss
We recorded an operating loss before restructuring expenses of (euro)
53.5 million in the first quarter of 2002, compared to an operating loss of
(euro) 10.2 million in the first quarter of 2001. Excluding goodwill
amortization and our disposed operations, SkiData and Tag activities, the
operating loss before restructuring expenses amounted to (euro) 47.4 million in
the first quarter of 2002, compared to an operating profit of (euro) 1.5 million
in the first quarter of 2001. Operating expenses before restructuring expenses
and goodwill amortization decreased by 18.4% from (euro) 102.4 million in the
first quarter of 2001 to (euro) 83.5 million in the first quarter of 2002, as a
result of the disposal of our Skidata and Tag businesses, the continued
implementation of our restructuring program and the sustained tight cost
controls and improved business processes. Excluding disposed operations,
operating expenses before restructuring expenses and goodwill amortization were
(euro) 92.7 million in the first quarter of 2001, as compared to (euro) 83.5
million in the first quarter of 2002.
Research and development expenses decreased 8%, from (euro) 29.7
million in the first quarter of 2001 to (euro) 27.4 million in the first quarter
of 2002. Excluding disposed operations, research and development expenses
increased 4%, from (euro) 26.4 million in the first quarter of 2001 to (euro)
27.4 million in the first quarter of 2002. The effects of the implementation of
our 2001 restructuring plan were offset by the decrease of the amount of grants
we received and by the increase of research and development efforts in Europe.
Selling and marketing expenses decreased 30%, from (euro) 45.7 million
in the first quarter of 2001 to (euro) 32.1 million in the first quarter of
2002. Excluding disposed operations, selling and marketing expenses decreased by
21% and amounted to (euro) 40.5 million in the first quarter of 2001 compared to
(euro) 32.1 million in the first quarter 2002. The decrease was due to the
implementation of our restructuring plan within our business units and the
implementation of cost reduction actions on marketing events and related
activities.
General and administrative expenses decreased 11% from (euro) 27.1
million in the first quarter of 2001 to (euro) 24.1 million in the first quarter
of 2002. Excluding disposed operations, general and administrative expenses
decreased by 7% from (euro) 25.9 million in the first quarter of 2001 to (euro)
24.1 million in the first quarter of 2002, due primarily to a rightsizing of
management information system activities and sustained tight cost controls in
the first quarter of 2002.
Restructuring expenses
We recorded a restructuring charge of (euro) 19.3 million in the first
quarter of 2002 pursuant to the restructuring and rationalization program
announced on February 6, 2002. This restructuring charge was attributable to the
first phase of the 2002 restructuring program, including the reduction of the
workforce and the rationalization of office facilities on a worldwide basis with
the exception of France and Germany which are included in the second phase of
the 2002 restructuring program (see Note 7 to our financial statements included
in Item 1 of this Form 6-K).
Net interest income and expense
We recorded net interest income of (euro) 4.8 million in the first
quarter of 2002, compared to net interest income of (euro) 8.4 million in the
first quarter of 2001, reflecting primarily the decrease in our cash balances
and the decrease in the market interest rate. Interest income primarily reflects
the substantial equity investments by Texas Pacific Group in February and May
2000, the proceeds of the initial public offering of our ordinary shares in
December 2000 and other capital injections from the exercise of warrants and
stock options by our shareholders and employees.
Other income and expense, net
We recorded net other expense of (euro) 5.2 million both in the first
quarter of 2002 and 2001. Net other expense in the first quarter of 2002 was
primarily attributable to foreign exchange losses, minority interests and losses
on investments. Net other expense in the first quarter of 2001 consisted of
minority interests and foreign exchange losses.
Income tax
We recorded an income tax credit of (euro) 10.8 million in the first
quarter of 2002. In the first quarter of 2001, we recorded an income tax expense
of (euro) 0.2 million, which reflected an effective tax rate of 24%.
Goodwill amortization
Goodwill amortization amounted to (euro) 6.1 million in the first
quarter of 2002, compared to (euro) 7.7 million in the first quarter of 2001.
Goodwill amortization recorded in the first quarter of 2001 included a one-time
(euro) 1.1 million charge resulting from a write-off of goodwill previously
recorded from the acquisition of a 21% equity interest in Softcard due to
Softcard's decision to cease its operations. The rest of the decrease in
goodwill amortization was related to the disposal of our Skidata and Tag
businesses.
Net loss
We recorded a net loss of (euro) 62.5 million in the first quarter of
2002, or (euro) 0.10 per share, as compared to a net loss of (euro)7.2 million
in the first quarter of 2001, or (euro) 0.01 per share. The net loss primarily
reflected the decline in our operating income that was also impacted by the
(euro) 19.3 million restructuring charge recorded.
Liquidity and Capital Resources
Our financial position remained strong in the first quarter of 2002.
Cash and cash equivalents were (euro) 450.1 million at March 31, 2002 as
compared to (euro) 490.7 million at December 31, 2001. During the first quarter
of 2002, cash outflows excluding non-recurring amounts paid in connection with a
litigation expense and management severance costs accrued in 2001 were
relatively limited. We used cash to fund our restructuring program and to fund
limited amounts of purchases of property, plant and equipment and investments.
Operating activities used (euro) 32.4 million of cash during the first
quarter of 2002, compared to (euro) 48.9 million of cash used during the first
quarter of 2001. Despite the increase of operating losses, the cash used in
operating activities decreased, which was principally attributable to the
decrease of our inventory levels and of our accounts receivable. Inventory
levels declined (euro) 12 million in the first quarter of 2002 as compared to
December 31, 2001. Accounts receivable declined (euro) 42 million as compared to
December 31, 2001, reflecting the lower revenue levels. We reported a good
performance with respect to the days of sales outstanding, which was 63 days,
despite a slight increase as compared to December 31, 2001. During the first
quarter of 2002, we used (euro) 3.9 million to fund the restructuring program
implemented in the second quarter of 2001 and (euro) 4.6 million to fund the
2002 restructuring program. We used (euro) 28.6 million with respect to the
exceptional costs relating to the Humetrix litigation and management severance
costs, for which we recorded a charge in our 2001 consolidated statement of
income.
Net cash used in investing activities in the first quarter of 2002 was
(euro) 7.5 million, compared to (euro) 64.6 million in the first quarter of
2001. The decrease in cash used in investing activities was primarily due to the
decrease of capital expenditures. Capital expenditures were (euro) 12.2 million
in the first quarter of 2002 as compared to (euro) 40.3 million in the first
quarter of 2001. In the first quarter of 2002, capital expenditures were made
primarily in Europe, and included principally (euro) 6.7 million related to a
research and development and office building located in la Ciotat, France, under
construction as at March 31, 2002 and financed through a sale-leaseback
transaction. Cash used in investing activities in the first quarter of 2001
included a (euro) 14 million loan to Mr. Perez, our former Chief Executive
Officer, to fund tax liabilities relating to his receipt of a grant of free
shares in 2000, as well as investments made primarily in two technology
companies in the wireless communications market.
Financing activities generated (euro) 2.1 million of cash during the
first quarter of 2002, compared to (euro) 5.1 million used by our financing
activities during the first quarter of 2001. The 2002 figure was primarily the
result of the (euro) 6.7 million proceeds generated by a sale-leaseback
transaction entered into to finance land and a research and development and
office building located in La Ciotat, France. Negative cash flow from financing
activities during the first quarter of 2001 was principally attributable to
expenses incurred in 2000 in connection with sales of equity securities to Texas
Pacific Group and with respect to the initial public offering.
We entered into a (euro) 150 million revolving credit facility in 1999
with a syndicate of international banking institutions that bears interest at a
floating rate. In July 2000, (euro) 52.5 million of loan commitments under the
revolving credit facility expired without being used. Out of the remaining
(euro) 97.5 million, (euro) 24.4 million expires in July 2002, (euro) 24.4
million in July 2003, and (euro) 48.7 million in July 2004. As of March 31,
2002, we had not drawn any amounts under the revolving credit facility.
We believe that our existing cash resources, our anticipated cash flow
from operations and amounts available for drawdowns under our working capital
facility are sufficient to provide for our foreseeable near term and medium term
liquidity needs. At March 31, 2002, cash and cash equivalents amounted to (euro)
450.1 million.
Item 3. Qualitative Disclosures About Market Risk
We develop products in our worldwide manufacturing centers and sell
these products and provide related services around the world. Generally, our
sales are made in the local currency of the place of delivery or where the
service is rendered, and part of our manufacturing costs are incurred in the
local currency of the place of each of our manufacturing sites. As a result, our
results of operations are affected by factors such as changes in foreign
currency exchange rates or weak economic conditions in foreign markets. To
minimize the impact of these factors on the profitability of our business and
our overall financial performance, we seek to provide cost efficient funding to
our business and our subsidiaries and to identify, evaluate and hedge financial
risks in cooperation with our subsidiaries around the world.
Our policy is to hedge against adverse changes in foreign currency
rates. The management of our hedging activity is carried out centrally by our
corporate treasury in accordance with the objectives and procedures established
by management and approved by our Audit Committee and/or our Executive
Committee. Our operating policies cover specific areas such as foreign exchange
risk (including the use of derivative financial instruments), interest rate risk
and credit risk. Affiliated companies are not permitted to enter into derivative
contracts other than with our corporate treasury. Derivative instruments are
used for hedging purposes only.
Foreign exchange risk
We measure our foreign exchange exposure based on anticipated and
identified transactions, both on purchases and sales. Each of our subsidiaries
regularly measures its exposure and reports it to our corporate treasury. Our
corporate treasury department seeks to hedge our foreign currency exposure on
most of our firm and anticipated purchases and sales commitments denominated in
currencies other than its subsidiaries functional currencies for periods
commensurate with its known or forecasted transactions. Our foreign currency
hedging contracts generally mature within twelve months. Our corporate treasury
uses currency derivative instruments such as foreign exchange forward contracts
and foreign exchange option contracts. These derivative instruments are
generally traded over-the-counter with major financial institutions. From its
trade date, each hedging operation is allocated to an underlying exposure.
The financing of most of our subsidiaries is managed by our corporate
treasury through inter-company current accounts, using foreign exchange spot and
forward transactions to convert our cash denominated in euros into the
subsidiary's functional currency. We place any excess liquidity in money market
investments with not more than three-month maturity dates. Our money market
investments are placed with major financial institutions in order to reduce our
credit risk exposure.
In addition, because we have subsidiaries located outside the euro-zone
whose functional currencies are different than the euro, the euro-denominated
value of our consolidated equity is exposed to fluctuations in exchange rates.
Equity changes caused by movements in foreign exchange rates are shown as a
translation difference in our consolidation.
Interest rate risk
We are not materially exposed to interest rates fluctuations. Our
indebtedness wassignificantly reduced during 2000 with the proceeds of our
capital increases and we have few fixed rate borrowings. Cash and cash
equivalents are invested in money market accounts that pay interest at a
floating rate. Debts and cash are mostly denominated in euros. As of March 31,
2002, we had not entered into any interest rate risk hedging transactions.
Equity risk in minority investments
We have several minority equity investments in publicly traded
companies. The book value of our minority equity investments in publicly traded
companies was totally provided for, as of March 31, 2002. Because these
investments are relatively small, we currently do not have any outstanding
derivative financial instruments to hedge fluctuations in these marketable
equity investments.
Part II -Other Information
Item 1. Legal proceedings
We are subject to legal proceedings, claims, and litigation arising in the
ordinary course of business. Our management does not expect that the ultimate
costs to resolve these matters will have a material adverse effect on our
consolidated financial position, results of operations, or cash flows.
Item 2. Changes in securities
Not applicable
Item 3. Default upon senior securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Further information can be found on the Company in the Annual Report on Form
20-F filed with the Securities and Exchange Commission on July 1, 2002.
Item 6. Exhibits and other reports on Form 6-K
(a) Exhibits:
Not applicable
(b) Other reports on Form 6-K:
A report on Form 6-K was filed in February 2002 reporting our press release
dated February 6, 2002, on our results of operations for the fourth quarter
results for 2001.
A report on Form 6-K was filed in April 2002 containing the materials mailed to
shareholders prior to our Annual General Meeting held on April 17, 2002.
A report on Form 6-K was filed in April 2002 reporting our press release dated
April 17, 2002 relating to the results of our Annual General Meeting held on
April 17, 2002.
A report on Form 6-K was filed in April 2002 containing the materials mailed to
shareholders prior to our Extraordinary General Meeting held on May 15, 2002.
A report on Form 6-K was filed in May 2002 reporting our press release and
analysts' presentation dated April 30, 2002, on our results of operations for
the first quarter results for 2002.
A report on Form 6-K was filed in May 2002 reporting our press release dated May
15, 2002 relating to the results of our Extraordinary General Meeting held on
May 15, 2002.
A report on Form 6-K was filed in June 2002 reporting our press release dated
June 24, 2002 relating to the appointment of our new Chairman of the Board.
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.
GEMPLUS INTERNATIONAL S.A.
Date: July 9, 2002
By: /s/ Yves Guillaumot
-----------------------------------
Name: Yves Guillaumot
Title: Chief Financial Officer