As filed with the Securities and
Exchange Commission on October 16, 2008
Registration No. 333-8420
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF
1933
____________________
DASSAULT
SYSTÈMES
(Exact name of
Registrant as specified in its charter)
|
France
(State or
other jurisdiction of
incorporation or
organization)
|
|
Not
Applicable
(I.R.S.
Employer
Identification
Number)
|
9, Quai Marcel Dassault, B.P.
310
92150 Suresnes, France
(33-1) 40-99-40-99
(Address of
Registrant’s principal executive offices)
Dassault Systèmes S.A. 1998 Stock
Option Plan
(Full title of
the plans)
Dassault Systèmes of America
6320
Canoga Avenue
Trillium East Tower
Woodland Hills, CA 91367-2526
(818)
999-2500
(Name, address and telephone number of agent for
service)
Copies
to:
Sami Toutounji
Shearman & Sterling
LLP
114, avenue des
Champs-Elysées
75008 Paris, France
(33-1) 53.89.70.00
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
þ |
|
Accelerated filer |
o |
| |
|
|
|
|
| Non-accelerated filer |
o |
(Do not
check if a smaller reporting company) |
Smaller
reporting company |
o |
DEREGISTRATION OF
SECURITIES
This
Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Registration No. 333-8420 (the “Registration Statement”) is being filed to
deregister certain ordinary shares, nominal value €1 per share (the “Shares”),
of Dassault Systèmes S.A. (the “Registrant”) that were registered for issuance
pursuant to the Dassault Systèmes S.A. 1998 Stock Option Plan (the
“Plan”). The Registration Statement registered 1,500,000 Shares issuable
pursuant to the Plan.
On
October 16, 2008, the Registrant filed a Form 15F with the Securities and
Exchange Commission to effect the deregistration of its Shares. In
accordance with the undertaking made by the Registrant in the Registration
Statement to remove from registration, by means of a post-effective amendment,
any of the Shares registered under the Registration Statement that remain unsold
at the termination of the offering, the Registrant hereby removes from
registration the Shares registered but unsold under the Registration Statement.
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant,
Dassault Systèmes S.A., a corporation organized and existing under the laws of
France, certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to its Registration Statement on Form S-8 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Suresnes, France, on the 16th day of October, 2008.