SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
EDAP TMS
S.A. Files on
June 2,
2009
EDAP TMS
S.A.
Parc
Activite La Poudrette Lamartine
4/6 Rue
du Dauphine
69120
Vaulx-en-Velin - France
Indicate
by check mark whether the registrant files or will file annual reports under
cover 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]
This
report on Form 6-K is hereby incorporated by reference in the registration
statement of EDAP TMS S.A. on Forms F-3, file number 333-136811 and
333-147762.
SIGNATURES
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.
Date:
June 2, 2009
EDAP TMS
S.A.
/S/ MARC
OCZACHOWSKI
MARC
OCZACHOWSKI
CHIEF
EXECUTIVE OFFICER
EDAP
TMS S.A.
Capital :
1,347,002.28
Euros
Corporate
Headquarters : Parc d'Activité La Poudrette Lamartine
4, rue du
Dauphiné
69120
Vaulx-en-Velin
France
316 488 204
RCS Lyon
Vaulx-en-Velin,
May 19, 2009
NOTICE
On
Thursday June 25, 2009
, the
shareholders are convened to attend an Ordinary and Extraordinary General
Meeting of the shareholders of EDAP TMS S.A., to be held:
at
10:30 am,
at
EDAP TMS’s headquarters
4,
rue du Dauphiné,
69120
Vaulx-en-Velin,
France
to
consider the following agenda:
AGENDA OF THE ORDINARY
ANNUAL SHAREHOLDERS MEETING:
1.
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Reading
of the Board of Directors' report on the activity, the situation and the
financial statements of the Company relating to fiscal year ended December
31
st
,
2008; reading of the Board of Directors' special and complementary
reports; reading of the Statutory Auditor's report relating to the annual
accounts closed on December 31, 2008; reading of the Statutory Auditor's
reports relating to the consolidated accounts; approval of the statutory
accounts and of the consolidated accounts (USGAAP) for the fiscal year
ended December 31
st
,
2008; granting of a release to the members of the Board of Directors for
their management;
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2.
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Allocation
of the loss for the fiscal year ended December 31
st
,
2008;
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3.
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Reading
and approval of the special report of the Statutory Auditor on the
agreements referred to in article L.225-38 of the French Commercial Code;
approval of the agreements as mentioned in the said
report.
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4.
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Determination
of attendance fees to be allocated to the Board of
Directors;
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AGENDA OF THE EXTRAORDINARY
SHAREHOLDERS MEETING:
5.
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Modification
of the age limit fixed for the mandate of Directors and modification of
the corresponding Article 13 of the Articles of Association of the Company
("By-laws").
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6.
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Modification
of the age limit fixed for the mandate of Chairman of the Board and
modification of the corresponding Article 16 of the Articles of
Association of the Company
("By-laws").
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EDAP TMS
would like to inform you that the 2008 Annual Report is now available for
viewing in the internet at
http://www.edap-tms.com
,
under “Investor Information” Section.
Yours
sincerely,
The
Board of Directors
This
is a free translation from the French language and is supplied solely for
information purposes. Only the original version in French language
has legal force.
EDAP -
TMS
French
société anonyme
with a
share capital of 1,347,002.28 Euro
Registered
office: Parc d’activité La Poudrette Lamartine
4, rue du
Dauphiné - 69120 Vaulx en Velin, France
Lyon
Registry of Commerce 316 488 204
PROJECT
OF RESOLUTIONS TO BE SUBMITTED
TO
THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING'S HELD
ON
JUNE 25, 2009
Shareholders
are invited to attend the Ordinary and Extraordinary General Meeting of EDAP-TMS
S.A. (the “Company”) on June 25, 2009, at 10.30 am., at the Company’s offices, 4
Rue du Dauphiné, 69120, Vaulx-en-Velin, France. The meeting will
deliberate on the following agenda:
Agenda
AGENDA OF THE ORDINARY
ANNUAL SHAREHOLDERS MEETING:
1.
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Reading
of the Board of Directors' report on the activity, the situation and the
financial statements of the Company relating to fiscal year ended December
31
st
,
2008; reading of the Board of Directors' special and complementary
reports; reading of the Statutory Auditor's report relating to the annual
accounts closed on December 31, 2008; reading of the Statutory Auditor's
reports relating to the consolidated accounts; approval of the statutory
accounts and of the consolidated accounts (USGAAP) for the fiscal year
ended December 31
st
,
2008; granting of a release to the members of the Board of Directors for
their management;
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2.
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Allocation
of the loss for the fiscal year ended December 31
st
,
2008;
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3.
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Reading
and approval of the special report of the Statutory Auditor on the
agreements referred to in article L.225-38 of the French Commercial Code;
approval of the agreements as mentioned in the said
report.
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4.
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Determination
of attendance fees to be allocated to the Board of
Directors;
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AGENDA OF THE EXTRAORDINARY
SHAREHOLDERS MEETING:
5.
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Modification
of the age limit fixed for the mandate of Directors and modification of
the corresponding Article 13 of the Articles of Association of the Company
("By-laws").
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6.
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Modification
of the age limit fixed for the mandate of Chairman of the Board and
modification of the corresponding Article 16 of the Articles of
Association of the Company
("By-laws").
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AGENDA OF THE ORDINARY
ANNUAL SHAREHOLDERS MEETING:
First
Resolution
(
Reading of
the Board of Directors' report on the activity, the situation and the financial
statements of the Company relating to the fiscal year ended December
31
st
, 2008; reading of the Board of
Directors' special and complementary reports; reading of the Statutory Auditor's
report relating to the annual accounts closed on December 31
st
, 2008; reading of the Statutory
Auditor's reports relating to the consolidated accounts; approval of the
statutory accounts and of the consolidated accounts (USGAAP) for the fiscal year
ended December 31
st
, 2008; granting of a release to the
members of the Board of Directors for their management)
The
General Meeting, acting in accordance with the quorum and majority criteria
required for Ordinary Shareholders Meetings, and after hearing of:
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the
Board of Directors' report on the activity, the situation and the
financial statements of the Company
relating
to fiscal year ended December 31
st
,
2008,
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the
Board of Directors' special report on
stock-options,
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the
Board of Directors' special report as per Article L. 225-197-4 of the
French Commercial Code,
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the
Board of Directors' complementary report as per Article L. 225-138 of the
French Commercial Code, and the Statutory Auditors’s associated
report,
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the
Statutory Auditor's general report relating to the annual accounts
relating to fiscal year ended December 31
st
,
2008,
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the
Statutory Auditor's report relating to the consolidated accounts prepared
in accordance with U.S. generally accepted accounting principles (U.S.
GAAP) applying to companies listed on the Nasdaq
market.
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Approves
the annual accounts, i.e. the balance sheet, P&L accounts and the related
note as of and for the period ended December 31
st
, 2008
as they have been presented, together with the operations transcribed in the
aforesaid financial statements and summarized in such reports;
Approves
the consolidated accounts relating to fiscal year ended December 31
st
, 2008
established as per U.S. GAAP applying to companies listed on the Nasdaq market
as they have been prepared, together with the operations transcribed in the
aforesaid financial statements and summarized in such reports.
The
General Meeting therefore grants a release to all members of the Board of
Directors for their management during fiscal year 2008.
Second
Resolution
(
Allocation
of the loss for the fiscal year ended December 31
st
, 2008)
The
General Meeting, in accordance with the quorum and majority criteria required
for Ordinary Shareholders Meetings, acknowledges that the Company has recorded a
net loss (not consolidated) of € (2,990,930.37) during fiscal year ended
December 31
st
, 2008
taking into account:
§
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a
depreciation allowance amounting to
€440,786.23,
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§
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a
provision allowance amounting to
€610,517.38.
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The
General Meeting, after reading the Board of Directors report, decides to clear
the loss amounting to € (2,990,930.37) by allocating it to the "Other
reserves" account which will then be reduced from €3,956,161.59 to
€965,231.22.
Pursuant
to Article 243 bis of the French Tax Code, the General Meeting takes note that
no dividend has been distributed during the last three fiscal
years.
The
General Meeting, pursuant to the Board of Directors' report, in accordance with
article 223 quarter of the French Tax Code, approves the total of the expenses
and charges concerned by article 39-4 of this Code, amounting to €9,492 as
well as the theoretical tax amounting to €3,164.
Third
Resolution
(
Reading and
approval of the special report of the Statutory Auditor on the agreements
referred to in Article L.225-38 of the French Commercial Code; approval of the
agreements as mentioned in the said report)
After
hearing the Statutory Auditor's special report relating to the agreements
referred to in article L.225-38 of the French Commercial Code (related party
transactions), the General Meeting approves the continuation of the agreements
entered into by the Company and its subsidiaries as mentioned in the said
report.
Fourth
Resolution
(
Determination of attendance fees to
be allocated to the Board of Directors)
The
General Meeting, in accordance with the quorum and majority criteria required
for Ordinary Shareholders Meetings, sets the attendance fees to be allocated to
the Board of Directors for fiscal year ended December 31
st
, 2008
at a total amount of €63,720.50.
AGENDA OF THE EXTRAORDINARY
SHAREHOLDERS MEETING:
Fifth
resolution
(Modification of the age limit fixed
for the mandate of Directors and modification of the corresponding Article 13 of
the Articles of Association of the Company ("By-laws"))
The
shareholders, in accordance with quorum and majority conditions required by
extraordinary shareholders meetings, and after hearing the Board of Directors'
report, decide to modify the age limit fixed for the Directors and to change it
from 75 years old to 80 years old.
Consequently,
the shareholders decide to modify Article 13 -last paragraph- of the Company's
Articles of Association which will then read as follows :
"ARTICLE
13 – BOARD OF DIRECTORS
[…]
Directors
cannot be more than eighty years old. In case one of the Directors reaches this
limit during his/her office, the Director concerned is automatically considered
as having resigned at the next General Shareholders Meeting."
Sixth
resolution
(Modification of the age limit fixed
for the mandate of Chairman of the Board and modification of the corresponding
Article 16 of the Articles of Association of the Company
("By-laws"))
The
shareholders, in accordance with quorum and majority conditions required by
extraordinary shareholders meetings, and after hearing the Board of Directors'
report, decide to modify the age limit fixed for the Chairman of the Board of
Directors and to change it from 75 years old to 80 years old.
Consequently,
the shareholders decide to modify Article 16 -last paragraph- of the Company's
Articles of Association which will then read as follows :
"ARTICLE 16 – CHAIRMAN OF
THE BOARD
[…]
The
Chairman of the Board of Directors cannot be over eighty years old. In case the
Chairman reaches this limit during his/her tenure, he/she will automatically be
considered as having resigned. However, his/her tenure is extended until the
next Board of Directors Meeting, during which his/her successor shall be
appointed. Subject to this provision, the Chairman of the Board may always be
re-elected".
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RESTRICTED
SCAN LINE AREA
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Please
mark
your
votes as
indicated
in
this
example
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x
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ORDINARY
RESOLUTIONS
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1.
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Reading
of the Board of Directors’ report on the activity, the situation and the
financial statements of the Company relating to fiscal year ended December
31st, 2008; reading of the Board of Directors’ special and complementary
reports; reading of the Statutory Auditor’s report relating to the annual
accounts closed on December 31, 2008; reading of the Statutory Auditor’s
reports relating to the consolidated accounts; approval of the Statutory
accounts and of the consolidated accounts (USGAAP) for the fiscal year
ended December 31st, 2008; granting of a release to the members of the
Board of Directors for their management;
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FOR
o
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AGAINST
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EXTRAORDINARY
RESOLUTIONS
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FOR
o
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AGAINST
o
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5.
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Modification
of the age limit fixed for the mandate of Directors and modification of
the corresponding Article 13 of the Articles of Association of the Company
(“By-laws”).
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6.
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Modification
of the age limit fixed for the mandate of Chairman of the Board and
modification of the corresponding Article 16 of the Articles of
Association of the Company (“By-laws”).
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2.
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Allocation
of the loss for the fiscal year ended December 31st, 2008;
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3.
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Reading
and approval of the special report of the Statutory Auditor on the
agreements referred to in article L.225-38 of the French Commercial Code;
approval of the agreements as mentioned in the said
report.
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4.
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Determination
of attendance fees to be allocated to the Board of
Directors;
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Mark
Here for Address
Change
or Comments
SEE
REVERSE
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Signature
_________________________ Signature ___________________________ Date
__________
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NOTE:
Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
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▲ FOLD
AND DETACH HERE ▲
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EDAP
TMS S.A.
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WO
52808
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EDAP
TMS S.A.
Instructions
to THE BANK OF NEW YORK MELLON, as Depositary
Must
be received prior to 5:00 PM (New York City Time) on June 17,
2009
The
undersigned Holder of American Depositary Receipts hereby requests and
instructs The Bank of New York Mellon, as Depositary, to endeavor, insofar
as practicable, to vote or cause to be voted the Deposited EDAP TMS S.A.
Shares represented by such Receipts registered in the name of the
undersigned on the books of the Depositary as of the close of business on
May 26, 2009 at the Ordinary and Extraordinary General Meeting of EDAP TMS
S.A. to be held in France, on June 25, 2009 at 10:30 am in respect of the
resolutions specified in the enclosed Notice of Meeting.
NOTES:
Instructions
as to voting on the specified resolutions should be indicated by an “X” in
the appropriate box. If no Voting Instruction Card is received by the
Depositary from an Owner with respect to any of the Shares represented by
American Depositary Shares on or before the Receipt Date, or if the Voting
Instruction Card is improperly completed or blank, or if the voting
instructions included in the Voting Instruction Card are illegible or
unclear, such Owner shall be deemed to have instructed the Depositary to
vote such Shares and the Depositary shall vote such Shares in favor of any
resolution proposed or approved by the Board of Directors of the Company
and against any resolution not so proposed or approved.
(Continued
and to be marked, dated and signed, on the other side)
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Address
Change/Comments
(Mark
the corresponding box on the reverse side)
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BNYM
SHAREHOLDER SERVICES
PO
BOX 3549
S
HACKENSACK NJ 07606-9249
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