Form 20-F 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) Ë REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Ëx ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 OR Ë TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Ë SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report__________ For the transition period from _________ to ________________ COMMISSION FILE NUMBER 0-28578 DASSAULT SYSTÈMES (Exact name of Registrant as specified in its charter) FRANCE (Jurisdiction of incorporation or organization) 9, quai Marcel Dassault B.P. 310, 92156 Suresnes Cedex, France (33-1) 40-99-40-99 (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered American Depositary shares, each representing one common share, The Nasdaq National Market nominal value €1 per share Common Stock, nominal value €1 per share The Nasdaq National Market Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report. Common Stock, nominal value €1 per share as of December 31, 2005: 115,038,378 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Ëx Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes Ëx No Indicate by check mark whether the registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and has been subject to such filing requirements for the past 90 days. Ëx Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Ëx Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Ëx Item 18 If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes Ëx No DASSAULT SYSTÈMES Form 20-F 2005 3 TABLE OF CONTENTS TERMINOLOGY USED IN PART II p. 96 THIS ANNUAL REPORT p. 4 Item 13: Defaults, Dividend Arrearages and Delinquencies p. 97 Item 14: Material Modifications to the Rights of Security Holders and PART I p. 6 Use of Proceeds p. 97 Item 1: Identity of Directors, Senior Management Item 15: Controls and Procedures p. 97 and Advisers p. 7 Item 16: [RESERVED] p. 98 Item 2: Offer Statistics and Expected Timetable p. 7 Item 16A: Audit Committee Financial Expert p. 98 Item 3: Key Information p. 8 Item 16B: Code of Ethics p. 98 Item 4: Information on the Company p. 17 Item 16C: Principal Accountants Fees Item 4A: Unresolved Staff Comments p. 36 and Services p. 98 Item 5: Operating and Financial Review Item 16D: Exemptions from the Listing and Prospects p. 37 Standards for Audit Committees p. 99 Item 6: Directors, Senior Management Item 16E: Purchases of Equity Securities and Employees p. 59 by the Issuer and Affiliated Purchasers p. 99 Item 7: Major Shareholders and Related Party Transactions p. 73 Item 8: Financial Information p. 75 Item 9: The Offer and Listing p. 76 Item 10: Additional Information p. 79 PART III p. 100 Item 11: Quantitative and Qualitative Disclosures About Market Risk p. 92 Item 17: Financial Statements p. 101 Item 12: Description of Securities Other Item 18: Financial Statements p. 101 than Equity Securities p. 95 Item 19: Exhibits p. 102 4 DASSAULT SYSTÈMES Form 20-F 2005 Terminology Used in this Annual Report Terminology Used in this Annual Report Our Principal Companies and Brands Companies Main Brands Product Lifecycle Management (PLM) business “Dassault Systèmes” or the “Group”: our parent company Dassault Systèmes S.A. (the “Company”) and its subsidiaries CATIA “ABAQUS”, which refers to ABAQUS Inc. and its subsidiaries ABAQUS “Delmia”, which refers to Delmia Corp. and its subsidiaries DELMIA “Enovia”, which refers to Enovia Corp. and its subsidiaries ENOVIA “SmarTeam”, which refers to SmarTeam Corporation Ltd. and its subsidiaries SMARTEAM “Spatial Corp.”, which refers to Spatial Corp. and its subsidiaries ACIS “SRAC”, which refers to Structural Research & Analysis Corporation CosmosWorks and DesignStar Mainstream 3D business “SolidWorks”, which refers to SolidWorks Corporation and its subsidiaries SolidWorks You can find descriptions of our Main Brands in “Item 4.B Business Overview - Market Structure and Brands”. Our Business “Product Lifecycle Management” (PLM) and “Mainstream 3D”: We currently organize our business and market our products and services principally according to two types of applications: “PLM” and “Mainstream 3D”. We describe them in “Item 4B. Business Overview - Summary” and “- Market Structure and Brands”. “Process-centric” and “Design-centric”: These are our two business segments. • the “Process-centric” segment refers to our PLM products and services, and • the “Design-centric” segment refers to our Mainstream 3D products. Our Technology “CAA”: Component application architecture, described in “Item 4B. Business Overview - Market Structure and Brands” under “PLM Releases in 2005”. “CMP”: Channel Management Provider, described in “Item 4B. Business Overview - Sales and Marketing”. “PDM”: Product data management. “PDM” products refers collectively to our products under the ENOVIA and SMARTEAM brands. “DMU”: Digital mock-up, described in “Item 4B. Business Overview - Market Structure and Brands” under ENOVIA. “PPR”: Product, process and resources, described in the “Overview” section of “Item 4B. Business Overview - Technology, Research and Development”. “V5” (Version 5): our current generation software platform, described in the “Version 5 technology” section of “Item 4B. Business Overview - Technology, Research and Development”. “3D XML”: 3D Extensible Markup Language, described in the “Overview” section of “Item 4B. Business Overview - Technology, Research and Development”. DASSAULT SYSTÈMES Form 20-F 2005 5 I Part I PART I ITEM 1: IDENTITY OF DIRECTORS, ITEM 7: MAJOR SHAREHOLDERS SENIOR MANAGEMENT AND RELATED PARTY AND ADVISERS p. 7 TRANSACTIONS p. 73 A. Major Shareholders p. 73 ITEM 2: OFFER STATISTICS B. Related Party Transactions p. 74 AND EXPECTED C. Interests of Experts and Counsel p. 75 TIMETABLE p. 7 ITEM 8: FINANCIAL ITEM 3: KEY INFORMATION p. 8 INFORMATION p. 75 A. Selected Financial Data p. 8 A. Consolidated Statements B. Capitalization and Indebtedness p. 10 and Other Financial Information p. 75 C. Reasons for the Offer and Use of Proceeds p. 10 B. Significant Changes p. 76 D. Risk Factors p. 10 ITEM 9: THE OFFER ITEM 4: INFORMATION AND LISTING p. 76 ON THE COMPANY p. 17 A. Listing Details p. 76 A. History and Development of the Company p. 17 B. Plan of Distribution p. 79 B. Business Overview p. 18 C. Markets p. 79 C. Organizational Structure p. 34 D. Selling Shareholders p. 79 D. Property, Plant and Equipment p. 36 E. Dilution p. 79 F. Expenses of the Issue p. 79 ITEM 4A: UNRESOLVED STAFF COMMENTS p. 36 ITEM 10: ADDITIONAL INFORMATION p. 79 ITEM 5: OPERATING AND A. Share Capital p. 79 FINANCIAL REVIEW AND PROSPECTS p. 37 B. Memorandum and Articles of Association p. 79 A. Operating Results p. 37 C. Material Contracts p. 85 B. Liquidity and Capital Resources p. 54 D. Exchange Controls p. 86 C. Research and Development, Patents E. Taxation p. 86 and Licenses p. 55 F. Dividends and Paying Agents p. 91 D. Trend Information p. 56 G. Statements by Experts p. 91 E. Off-balance Sheet Arrangements p. 58 H. Documents on Display p. 91 F. Tabular Disclosure of Contractual Obligations p. 58 I. Subsidiary Information p. 92 ITEM 6: DIRECTORS, SENIOR ITEM 11: QUANTITATIVE AND MANAGEMENT AND QUALITATIVE EMPLOYEES p. 59 DISCLOSURES ABOUT A. Directors and Senior Management p. 59 MARKET RISK p. 92 B. Compensation p. 66 ITEM 12: DESCRIPTION OF C. Board Practices p. 72 SECURITIES OTHER D. Employees p. 72 THAN EQUITY E. Share Ownership p. 72 SECURITIES p. 95 6 DASSAULT SYSTÈMES Form 20-F 2005 Part I Item 1: Identity of Directors, Senior Management and Advisers I Item 1: Identity of Directors, Senior Management and Advisers Not applicable. Item 2: Offer Statistics and Expected Timetable Not applicable. DASSAULT SYSTÈMES Form 20-F 2005 7 Part I I Item 3: Key Information Item 3: Key Information A. Selected Financial Data The following selected consolidated financial data with respect to each of the years in the five-year period ended December 31, 2005 are derived from our audited consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles. Year ended December 31, (in millions, except per share data and percentages)