S-8

As filed with the Securities and Exchange Commission on November 3, 2005
Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

BUSINESS OBJECTS S.A.

(Exact name of Registrant as specified in its charter)

Republic of France	98-0355777
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

157-159 rue Anatole France
92300 Levallois-Perret
France
(Address, including zip code, of Registrant’s principal executive offices)

2001 STOCK INCENTIVE PLAN

(Full titles of the Plans)

James R. Tolonen
Chief Financial Officer
Business Objects S.A.
c/o Business Objects Americas
3030 Orchard Parkway
San Jose, California 95134
(408) 953-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Susan J. Wolfe, Esq.
Senior Vice President, General
Counsel and Secretary
Business Objects S.A.
c/o Business Objects Americas
3030 Orchard Parkway
San Jose, California 95134
(408) 953-6000 John T. Sheridan, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Securities	Amount to be	Offering Price	Aggregate	Registration
to be Registered	Registered (2)	Per Share	Offering Price	Fee
Ordinary Shares, nominal value €0.10 per share (1)
2001 Stock Incentive Plan	1,425,000	$34.22	$48,756,375(3)	$5,738.63

(1)	American depositary shares evidenced by American depositary receipts that are issuable upon deposit of the Ordinary Shares with The Bank of New York as Depositary registered hereby have been registered pursuant to a separate Registration Statement on Form F-6, filed on October 15, 2003 (File No. 333-109712).
(2)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares which become deliverable under the Business Objects S.A. 2001 Stock Incentive Plan, as amended on October 20, 2005, by reason of any stock dividend, stock split, capitalization of reserves, profits or premiums or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the Registrant’s issued and outstanding Ordinary Shares.
(3)	Estimated in accordance with Rule 457(h) of the Securities Act, solely for the purpose of calculating the registration fee, on the basis of $34.22 per share, which is the average of the high and low prices of the Registrant’s American Depositary Shares on November 1, 2005.

TABLE OF CONTENTS

	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
POWER OF ATTORNEY
Index to Exhibits
EXHIBIT 5.1
EXHIBIT 23.1

Explanatory Note

     This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,425,000 Business Objects S.A. Ordinary Shares to be issued pursuant to the Business Objects S.A. 2001 Stock Incentive Plan, as amended on October 20, 2005 (the “2001 Plan”), within the limits and conditions set forth by the third resolution of the extraordinary general meeting of shareholders of February 6, 2001, the eighth resolution of the extraordinary general meeting of shareholders of December 11, 2003 and the twenty fifth resolution of the extraordinary general meeting of shareholders of June 10, 2004. The entire contents of the following registration statements previously filed by the Registrant with the Securities and Exchange Commission relating to the 2001 Plan are hereby incorporated herein by reference: (1) the Registrant’s Form S-8 Registration Statement, Registration No. 333-109275, dated September 30, 2003 and (2) the Registrant’s Form S-8 Registration Statement, Registration No. 333-69376, dated September 14, 2001.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents and information filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference:

1.	The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Commission on March 16, 2005.
2.	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed with the Commission on May 9, 2005.
3.	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed with the Commission on August 9, 2005.
4.	The Registrant’s Current Reports on Form 8-K filed with the Commission on each of October 26, 2005, October 7, 2005, September 15, 2005, August 29, 2005, August 18, 2005, July 25, 2005, June 20, 2005, April 7, 2005, April 6, 2005, March 16, 2005 (as amended on Form 8-K/A filed on April 27, 2005), March 14, 2005, January 31, 2005 and January 28, 2005; provided, however, that the Registrant does not incorporate by reference any information contained in, or exhibits submitted with, the Forms 8-K that was expressly furnished and not filed.
5.	The description of Registrant’s Ordinary Shares, nominal value €0.10 per share, contained in the Registrant’s Registration Statement on Form 8-A (File No. 0-24720).

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered under this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement from the date of filing of such documents. Any statement contained in a document 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 statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6. Indemnification of Directors and Officers.

     The indemnification and liability of the Registrant’s directors and Officers (as defined below) are governed by French law.

     French law generally limits the ability of a French company to indemnify its (i) directors, as well as (ii) its chief executive officer (“Directeur Général”) and (iii) its deputy chief executive officers (“Directeurs Généraux Délégués”), (ii) and (iii) collectively or individually named the “Officer(s)”, against their liabilities. However, if a director or an Officer is sued by a third party and ultimately prevails in the litigation on all counts, but is nevertheless required to bear attorneys’ fees and costs, the French company may in specified circumstances reimburse those fees and costs, to the extent permitted by the law and regulations in effect, under an indemnification arrangement with the director or the Officer.

     Pursuant to French law, any indemnification arrangement between the Registrant and any of its directors or Officers must be approved by the Registrant’s shareholders. The Registrant has entered into indemnification agreements with its current directors and Officers pursuant to which the Registrant has undertaken to purchase directors and officers liability insurance for all of its directors and Officers, each a “Beneficiary”, under which each Beneficiary is indemnified for any costs, damages or losses related to any litigation, suit, proceeding or claim, each a “Claim” to the extent permitted by the laws and regulations then in effect, (including reasonable expenses, taxes, costs and fees related to the defense of such Claim) against such Beneficiary by reason of his position as a director or Officer of the Registrant, except in the case of any costs, damages or losses resulting from any gross or willful misconduct, fraudulent misrepresentation or breach of criminal laws and regulations by the Beneficiary. The Registrant’s current form of indemnification agreement was approved by the Registrant’s board of directors on March 31, 2004 and by the Registrant’s shareholders on June 10, 2004.

     The French Commercial Code does not prohibit a company from purchasing directors and officers insurance for all or part of the members of its management. Under French law, a company is responsible to third parties for the consequences of the decisions of its directors or Officers, such as violations of the laws and regulations applicable to French commercial companies, breaches of a company’s articles of association or mismanagement. If those decisions qualify as mismanagement for instance, the relevant director or Officer may be required to fully or partly indemnify the company. In addition, under French law, the directors and Officers are liable individually or jointly, as the case may be, to the company or to third parties to the same extent. The Registrant has purchased directors and officers liability insurance for all of its directors and Officers, which is currently in effect. The coverage provided pursuant to such policy complies with the terms of the indemnification agreement described in the paragraph above.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

Exhibit
Number	Description of Document
4.1 (1)	Form of Deposit Agreement, as amended and restated on October 15, 2003, among Business Objects S.A. and the Bank of New York, as Depositary, and holders from time to time of American Depositary Shares issued thereunder (including Exhibit A to Deposit Agreement).
5.1	Opinion of Shearman & Sterling LLP as to the validity of the Ordinary Shares to be issued hereunder.
10.1 (2)	Business Objects S.A. 2001 Stock Incentive Plan, as amended on October 20, 2005.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
24.1	Powers of Attorney (included on signature page).

(1)	Incorporated by reference to Exhibit 1 to Registrant’s Registration Statement on Form F-6 filed with the Commission on October 15, 2003 (File No. 333-109712).
(2)	Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on October 26, 2005.

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 to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the 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.
(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 undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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.

     (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions described in Item 6 of Part II of this Form S-8 Registration Statement, 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 Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, California, on November 3, 2005.

BUSINESS OBJECTS S.A.
By:	/s/ John Schwarz
	John Schwarz,
	Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Schwarz and James R. Tolonen and each of them, acting individually, as his attorney-in-fact, with full power of substitution, for him and in any and all capacities, to sign any and all amendments to this Registration Statement on this Form S-8 (including any post-effective amendments thereto) and to file the same, with all 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, this Registration Statement on Form S-8 has been signed on November 3, 2005, by the following persons in the capacities indicated.

Signature	Title	Date
/s/ John Schwarz John Schwarz	Chief Executive Officer (Principal Executive Officer)	November 3, 2005
/s/ James R. Tolonen James R. Tolonen	Chief Financial Officer and Senior Group Vice President (Principal Financial and Accounting Officer)	November 3, 2005
/s/ Bernard Liautaud Bernard Liautaud	Chairman of the Board	November 3, 2005
/s/ Bernard Charlès Bernard Charlès	Director	November 3, 2005
/s/ Jean-François Heitz Jean-François Heitz	Director	November 3, 2005
/s/ Gerald Held Gerald Held	Director	November 3, 2005
Kurt J. Lauk	Director
/s/ Carl F. Pascarella Carl F. Pascarella	Director	November 3, 2005
/s/ David Peterschmidt David Peterschmidt	Director	November 3, 2005
/s/ David J. Roux David J. Roux	Director	November 3, 2005
/s/ Arnold N. Silverman Arnold N. Silverman	Director	November 3, 2005

Index to Exhibits

Exhibit
No.	Description of Document
4.1 (1)	Form of Deposit Agreement, as amended and restated on October 15, 2003, among Business Objects S.A. and the Bank of New York, as Depositary, and holders from time to time of American Depositary Shares issued thereunder (including Exhibit A to Deposit Agreement).
5.1	Opinion of Shearman & Sterling LLP as to the validity of the Ordinary Shares to be issued hereunder.
10.1 (2)	Business Objects S.A. 2001 Stock Incentive Plan, as amended on October 20, 2005.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
24.1	Powers of Attorney (included on signature page).

(1)	Incorporated by Reference to Exhibit 1 to Registrant’s registration statement on Form F-6 filed with the Commission on October 15, 2003 (File No. 333-109712).
(2)	Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on October 26, 2005.

EX-5.1

Exhibit 5.1

Business Objects S.A.
European Headquarters
157-159 rue Anatole France
92300 Levallois-Perret
France

November 2, 2005

Ladies and Gentlemen:

     Reference is made to the registration statement on Form S-8 (the “Registration Statement”) filed by Business Objects S.A., a société anonyme organized under the laws of the Republic of France (the “Company”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), in connection with the registration of 1,425,000 of the Company’s ordinary shares nominal value 0.10 euro per ordinary share to be issued pursuant to the 2001 Company’s Stock Incentive Plan. In connection with this opinion, we, as your French special counsel, have examined copies of the following documents:

i.	a copy of the ordinary and extraordinary general meeting of the shareholders of the Company held on February 6, 2001;
ii.	a copy of the ordinary and extraordinary general meeting of the shareholders of the Company held on December 11, 2003;
iii.	a copy of the ordinary and extraordinary general meeting of the shareholders of the Company held on June 10, 2004;
iv.	an Extrait K-bis of the Company, dated October 30, 2005, issued by the Registre du commerce et des sociétés of Nanterre on October 31, 2005; and
v.	a copy of the by-laws (statuts) of the Company dated as of October 20, 2005 (the “Statuts”).

together with such other corporate documents and such questions of law, as we have considered necessary or appropriate for the purpose of this opinion.

     In connection with this opinion, we have examined originals, or copies identified to our satisfaction, of such corporate records of the Company, certificates of public officials, officers of the Company and other persons and such other documents, agreements and instruments, as we have deemed necessary as a basis for the opinion set forth below.

     In the context of such examination, we have assumed:

(a)	the genuineness of all signatures;
(b)	the authenticity of all documents submitted to us as originals;
(c)	the conformity with the originals of all documents submitted to us as copies; and
(d)	that the meetings of the shareholders and of the board of directors of the Company have been duly convened and held, that all formalities required to be fulfilled prior to the convening of such meetings have been fulfilled, that the resolutions adopted at such meetings were duly adopted and that the minutes of such meetings accurately reflect the business carried out and decisions made, at such meetings.

     “Generally Applicable Law” means the laws of the Republic of France (including the rules or regulations promulgated thereunder or pursuant thereto), that a French avocat exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company or the Shares. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Company solely because of the specific assets or business of the Company or any of its affiliates.

     We are admitted to practice as avocats in the Republic of France. Our opinion set forth below is limited to Generally Applicable Law as presently in force and currently applied in the Republic of France as of the date hereof, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

     Upon the basis of such examination, subject to any matter not disclosed to us by the parties concerned and subject to the board of directors taking such actions as shall be required to cause Shares to be issued under respectively the third, the eighth and twenty fifth resolutions of the ordinary and extraordinary general shareholders’ meetings of February 6, 2001, December 11, 2003 and of June 10, 2004, we advise you that, in our opinion, any Shares to be issued pursuant to the shareholders resolutions referred to above, to the extent they are:

• issued in compliance with the shareholders resolutions referred to above, the board of directors’ decisions, the provisions of the relevant plan, the Statuts and then the applicable law, and

• are fully paid up in accordance with the shareholders resolutions referred to above, the board of directors’ decisions and the provisions of the relevant plan,

will be validly issued, non-assessable and fully paid up.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the related Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons the consent of whom is required under Section 7 of the Act.

Very truly yours,
 

/s/ Shearman & Sterling LLP  

     HL/SLT/sdlc

EX-23.1

Exhibit 23.1

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

     We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Business Objects S.A. 2001 Stock Incentive Plan as amended, of our reports dated March 14, 2005 with respect to the consolidated financial statements and schedule of Business Objects S.A. included in its Annual Report (Form 10-K) for the year ended December 31, 2004, Business Objects S.A. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Business Objects S.A., filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP  

San Jose, California
November 3, 2005