S-8

As filed with the Securities and Exchange Commission on January 10, 2003

Registration No. 333-             

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

ActivCard S.A.

(Exact name of registrant as specified in its charter)

The Republic of France	Inapplicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6623 Dumbarton Circle

Fremont, California 94555

(Address of principal executive offices, including zip code)

ACTIVCARD S.A. 2001 STOCK OPTION PLAN

ACTIVCARD S.A. 2002 STOCK OPTION PLAN

(Full title of the plans)

STEVEN HUMPHREYS

CHIEF EXECUTIVE OFFICER

6623 Dumbarton Circle

Fremont, California 94555

Telephone:(510) 574-0100

Facsimile: (510) 574-0101

(Name, address and telephone number, including area code, of agent for service)

Copies to:

STEPHEN C. FERRUOLO, ESQ.

HELLER EHRMAN WHITE & MCAULIFFE, LLP

4350 La Jolla Village Drive, 7th Floor

San Diego, California 92122-1246

Telephone: (858) 450-8400

Facsimile: (858) 450-8499

CALCULATION OF REGISTRATION FEE

Title of Securities to be registered	Amount to be Registered	Proposed Maximum Offering Price Per Share (1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
American Depositary Shares (ADSs) evidenced by American Depositary Receipts (ADRs), each ADS evidencing one Ordinary Share, Nominal Value 1 Euro per Ordinary Share	3,100,000	$	8.90	$	27,590,000	$	2,538

(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457 and based on the average of the high and low sale prices of the Registrant’s American Depositary Shares, as quoted on the Nasdaq National Market on January 6, 2003.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with or furnished to the Securities and Exchange Commission (the “Commission”) by the Registrant, under Commission File No. 1-11130, are incorporated herein by reference and made a part hereof:

(a) Prospectus of ActivCard Corp., dated December 31, 2002, filed with the SEC January 6, 2003 pursuant to Rule 424(b)(3), which contains the Registrant’s audited financial statements for the year ended December 31, 2001;

(b) The Registrant’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on February 21, 2002;

(c) The Registrant’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on May 9, 2002;

(d) The Registrant’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on June 20, 2002;

(e) The Registrant’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 16, 2002;

(f) The Registrant’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on November 13, 2002; and

(g) The description of the Registrant’s Ordinary Shares and the American Depositary Shares contained in the Registration Statement on Form F-1/A, filed on March 14, 2000 (the “Form-1/A”) filed by the Registrant with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

French law generally prohibits the Registrant from entering into indemnification agreements with its directors and officers providing for limitations on personal liability for damages and other costs and expenses that

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may be incurred by directors and officers arising out of or related to acts or omissions in such capacity. French law also prohibits the Statuts (charter and by-laws) of the Registrant from providing for the limitation of liability of a member of the Board of Directors. These prohibitions may adversely affect the ability of the Registrant to attract and retain directors. Generally, under French law, directors and officers will not be held personally liable for decisions taken diligently and in the interest of the corporation. Nevertheless, the Registrant has obtained insurance to cover directors’ and officers’ legal liability arising from alleged wrongful acts that might occur in their respective capacities. The Registrant believes that this insurance is comparable to that maintained by similar companies.

Item 7.     Exemption from Registration Claimed.

Not applicable.

Item 8.     Exhibits.

Exhibit No.	Description
4.1	Amended STATUTS, or charter and by-laws, of ActivCard S.A. (English translation) *
4.2	Form of Deposit Agreement, among ActivCard S.A., The Bank of New York, as Depositary and the holders from time to time of the American Depositary Receipts issued thereunder *
5	Opinion of Shearman & Sterling
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Ernst & Young Audit
23.3	Consent of Shearman & Sterling (filed as a part of Exhibit 5)
24	Power of Attorney (page 4)

* Incorporated by reference from the Registrant’s Registration Statement on Form F-1/A filed with the Commission on March 14, 2000.

Item 9.     Undertakings.

(a) The undersigned Registrant hereby undertakes;

(1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)     to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)    to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20%

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change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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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 of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fremont, California, on January 9, 2003.

ActivCard S.A
By:	/s/    STEVEN HUMPHREYS
	Steven Humphreys
	President and Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned hereby constitutes and appoints Steven Humphreys and Blair Geddes jointly and severally, his attorneys-in-fact, each with power of substitution, in his name and in the capacity indicated below, to sign any and all further amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the dates set forth below.

Signature	Title	Date
/s/    STEVEN HUMPHREYS Steven Humphreys	Chairman of the Board of Directors, President and Chief Executive Officer	January 9, 2003
/s/    YVES AUDEBERT      Yves Audebert	Vice Chairman of the Board of Directors and Chief Technology Officer	January 9, 2003
/s/    BLAIR GEDDES      Blair Geddes	Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2003
/s/    SERGIO CELLINI      Sergio Cellini	Director	January 9, 2003
Clifford Gundle	Director
/s/    MONTAGUE KOPPEL      Montague Koppel	Director	January 9, 2003
Lee Kheng Nam	Director
/s/    JAMES E. OUSLEY     James E. Ousley	Director	January 9, 2003
Antoine R. Spillman	Director

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Amended STATUTS, or charter and by-laws, of ActivCard S.A. (English translation) *
4.2	Form of Deposit Agreement, among ActivCard S.A., The Bank of New York, as Depositary and the holders from time to time of the American Depositary Receipts issued thereunder *
5	Opinion of Shearman & Sterling
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Ernst & Young Audit
23.3	Consent of Shearman & Sterling (filed as a part of Exhibit 5)
24	Power of Attorney (page 4)

* Incorporated by reference from the Registrant’s Registration Statement on Form F-1/A filed with the Commission on March 14, 2000.

EX-5

EXHIBIT 5

[SHEARMAN & STERLING LETTERHEAD]

September 13, 2002

ActivCard S.A.

24/28, avenue du Géneral de Gaulle

92150 Suresnes

France

ActivCard S.A.

Ladies and Gentlemen:

We have acted as special French counsel for ActivCard S.A., a French société anonyme organized under the laws of the Republic of France (the “Company”) in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), with respect to (i) 1,600,000 shares of common stock, par value € 1 per share, of the Company, to be issued pursuant to the eighteenth resolution of the ordinary and extraordinary general meeting of the Company dated June 27, 2001 and the extraordinary general meeting of the Company dated August 20, 2002, and in accordance with the ActivCard S.A. 2001 Stock Option Plan (ii) 1,500,000 shares of common stock, par value € 1 per share, of the Company, to be issued pursuant to the first resolution of the ordinary and extraordinary general meeting of the Company dated December 21, 2001 and the extraordinary general meeting of the Company dated August 20,2002, and in accordance with the ActivCard S.A. 2001 Stock Option Plan and (iii) 1,270,000 shares of common stock, par value € 1 per share, of the Company, to be issued pursuant to the sixteenth resolution of the ordinary and extraordinary general meeting of the Company dated June 27, 2002 and in accordance with the ActivCard S.A. 2002 Stock Option Plan. The shares to be issued pursuant to the present paragraph are referred to as the “Shares”.

We are admitted to practice as avocats in the Republic of France. Our opinion set forth below is limited to the laws of the Republic of France as in effect on the date hereof, and we do not express any opinion here as to the effect of the laws under any other jurisdiction.

In connection with the foregoing, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents and corporate and public records as we have deemed necessary as a basis for the opinion hereinafter expressed.

In the context of such examination, we have assumed the genuineness of all signatures, the authenticity of all documents presented to us as originals, the conformity to the originals of all documents presented to us as copies and the authenticity of the originals of such documents. In rendering our opinion, we have relied as to the factual matters upon certificates of public officials and certificates and representations of officers of the Company.

Upon the basis of such examination and subject to any matter not disclosed to us by the parties concerned and having regard for such legal consideration as we deem relevant, we are of the opinion that any Shares to be issued upon the exercise of any options authorized under (i) the eighteenth resolution of the ordinary and extraordinary general meeting of the Company dated June 27, 2001, (ii) the first resolution of the ordinary and extraordinary general meeting of the Company dated December 21, 2001 and (iii) the sixteenth resolution of the ordinary and extraordinary general meeting of the Company dated June 27, 2002, to the extent that they are issued and paid in compliance with the provisions of the relevant general meeting resolution, the relevant Plan, the by-laws (statuts) of the Company and the then applicable law, will be validly issued and fully paid up.

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving such consent, we do not hereby concede that we come within the category of persons whose consent is required by the Securities Act or the general rules and regulations promulgated thereunder.

Very truly yours,

/s/ Shearman & Sterling

Sherman & Sterling

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 5, 2002 (February 15, 2002 as to Note 25) relating to the consolidated financial statements of ActivCard S.A. for the year ended December 31, 2001 appearing in the Prospectus of ActivCard Corp., dated December 31, 2002, filed with the Securities and Exchange Commission on January 6, 2003.

Deloitte & Touche LLP

San Jose, California

January 7, 2003

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 5, 2001, with respect to the consolidated financial statements of ActivCard S.A. included in the Prospectus of ActivCard Corp., dated December 31, 2002, filed January 6, 2003 pursuant to Rule 424(b)(3) under the Securities Act of 1933.

Ernst & Young Audit

/s/    John Mackey

Represented by John Mackey

Paris, France

January 6, 2003