Unassociated Document
As filed with the U.S. Securities and Exchange Commission on May 9, 2014
 
 Registration No.  333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For 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)

1 Chase Manhattan Plaza, Floor 58, New York, NY, 10005-1401
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________

Dassault Systemes Americas Corp.
Attn: Deborah Dean
175 Wyman Street
Waltham, MA 02451
+1 781 810-3568
 (Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
 
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York  10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
x  immediately upon filing
o on (Date) at (Time)         
 
If a separate registration statement has been filed to register the deposited shares, check the following box. o
 
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum
aggregate price per unit (1)
Proposed maximum
aggregate offering price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of Dassault Systèmes S.A.
50,000,000
American
Depositary Shares
$0.05
$2,500,000
$322
(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
       
Location in Form of American Depositary
Item Number and Caption
  
Receipt Filed Herewith as Prospectus
         
(1)
Name and address of Depositary
  
Introductory paragraph and bottom of face of American Depositary Receipt
       
(2)
Title of American Depositary Receipts and identity of deposited securities
  
Face of American Depositary Receipt, top center
       
 
Terms of Deposit:
    
         
 
(i)
Amount of deposited securities represented by one unit of American Depositary Shares
  
Face of American Depositary Receipt, upper right corner
         
 
(ii)
Procedure for voting, if any, the deposited securities
  
Paragraph (12)
         
 
(iii)
Collection and distribution of dividends
  
Paragraphs (4), (5), (7) and (10)
         
 
(iv)
Transmission of notices, reports and proxy soliciting material
  
Paragraphs (3), (8) and (12)
         
 
(v)
Sale or exercise of rights
  
Paragraphs (4), (5) and (10)
         
 
(vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs (4), (5), (10) and (13)
         
 
(vii)
Amendment, extension or termination of the Deposit Agreement
  
Paragraphs (16) and (17)
         
 
(viii)
Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of registered holders of ADRs
  
Paragraph (3)
         
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Paragraphs (1), (2), (4), and (5)
         
 
(x)
Limitation upon the liability of the Depositary
  
Paragraph (14)
       
(3)
Fees and charges
  
Paragraph (7)
 
 
 
 
 
Item 2.  AVAILABLE INFORMATION

     
Location in Form of American Depositary
Item Number and Caption
  
Receipt Filed Herewith as Prospectus
       
(a)
Statement that Dassault Systèmes S.A. publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.3ds.com) or through an electronic information delivery system generally available to the public in its primary trading market.
  
Paragraph (8)
 
 
 
 
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Form of Deposit Agreement. Form of Second Amended and Restated Deposit Agreement among Dassault Systèmes S.A., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.  Not Applicable.
 
 
(c)
Every 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.  Not Applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.  Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466.  Filed herewith as Exhibit (e).
 
 
(f)
Power of Attorney. Filed herewith as Exhibit (f)
 
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 American Depositary Receipts, 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 American Depositary Receipt 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 the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on May 9, 2014.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
       
 
By:
JPMORGAN CHASE BANK, N.A., as Depositary
  
       
 
By: 
/s/ Gregory A. Levendis
  
 
Name: 
Gregory A. Levendis
  
  Title:  
Executive Director
  
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Dassault Systèmes S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vélizy-Villacoublay, France, on May 9, 2014.
 
 
Dassault Systèmes S.A.
   
 
By:
/s/ Thibault de Tersant
  Name:   
Thibault de Tersant
  Title:  
Chief Financial Officer
 
Under the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on May 9, 2014, in the capacities indicated.
 
Signature
  
Title
     
*
 
Chairman of the Board of Directors
Name: Charles Edelstenne
    
     
*
 
Director and Chief Executive Officer
Name: Bernard Charlès
    
     
/s/ Thibault de Tersant
  
Director and Chief Financial Officer
Name: Thibault de Tersant
    
     
*
 
Chief Accounting Officer
Name: Valérie Raoul-Desprez
    
     
*
 
Director
Name: Jean-Pierre Chahid-Nouraï
    
     
*
 
Director
Name: Nicole Dassault
    
 
 
 
 
 
Signature
  
Title
     
*
 
Director
Name: Serge Dassault
    
     
*
 
Director
Name: Arnoud De Meyer
    
     
*
 
Director
Name: Toshiko Mori
    
     
*
 
Director
Name: Odile Desforges
    
     
*
 
Authorized U.S. Representative
Name: Deborah Dean
    
 
       
*      
By:   
/s/ Samia Sellam
  
 
Name:
Samia Sellam
    
Attorney-in-fact    
 
 
 
 
 
INDEX TO EXHIBITS

Exhibit Number
    
     
(a)
Form of Deposit Agreement.
  
     
(d)
 
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
  
     
(e)
Rule 466 Certification
  
     
(f)
Power of Attorney