As Filed with the Securities and Exchange Commission on October 26, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VIVENDI UNIVERSAL
(Exact name of registrant as specified in its charter)
France None
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
42, avenue de Friedland
75380 Paris Cedex 08, France
33 (1) 71 71 10 00
(Address of Principal Executive Offices)
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Vivendi Universal U.S. Employee Stock Purchase Plan
(Full Title of Plans)
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Vivendi Universal U.S. Holding Co.
800 Third Avenue
7th Floor
New York, New York 10022
(212) 572-7000
Attention: President
(Name, address and telephone number, including area code, of agent for service)
------------------------
Copies To:
Faiza J. Saeed Elena Baxter
Cravath, Swaine & Moore Bredin Prat
Worldwide Plaza 130, rue du Faubourg
825 Eighth Avenue Saint-Honore
New York, NY 10019-7472 Paris, 75008 France
(212) 474-1000 33 (1) 44 35 35 35
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate registration
to be registered registered(1) per share (2) offering fee
price(2)
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Ordinary Shares, 5,000,000 $45.69 $228,450,000 $57,113
with a nominal
value of E5.50
per share (3)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated in accordance with Rule 457(h) and 457(c) under the Securities Act
of 1933, solely for purposes of calculating the registration fee, on the basis
of the average of the high and low sale prices on the New York Stock Exchange on
October 25, 2001 for American Depositary Shares of the Registrant, each of which
represents one Ordinary Share.
(3) The Vivendi Universal ordinary shares being registered hereby may be
represented by Vivendi Universal's American Depositary Shares. A separate
Registration Statement on Form F-6, as amended, has been filed in connection
with Vivendi Universal's American Depositary Shares. Each of Vivendi Universal's
American Depositary Shares currently represents one ordinary share of Vivendi
Universal.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
have been or will be sent or given to participating employees as specified in
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"),
in accordance with the rules and regulations of the United States Securities and
Exchange Commission (the "Commission"). Such documents are not being filed with
the Commission either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Commission by the
Registrant are hereby incorporated by reference and shall be deemed a part
hereof:
(a) Vivendi Universal's Form 20-F (File No. 001-16301) filed on
July 2, 2001.
(b) All other reports filed by the Registrant pursuant to Section
13(d) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the Registrant's fiscal year ended
December 31, 2000.
(c) The description of Vivendi Universal ordinary shares, nominal
value E5.50 per share, contained in the Registrant's Form F-4 filed July
9, 2001.
All documents filed by the Registrant or the Vivendi Universal U.S.
Employee Stock Purchase Plan (the "Plan") pursuant to Section 13(a), 13(c), 14
or 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 which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
Any statement contained herein or in any document to be 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, except as so modified or superseded, to constitute a 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 Registrant has provided for the indemnification of its directors and
officers with respect to general civil liability which they may incur with their
activity on behalf of the Registrant.
The Registrant maintains insurance, at its own expense, to protect itself
and any director, officer, employee or agent of the Registrant or of any other
entity affiliated with the Registrant against any civil liability, loss or
expense, other than liability arising out of willful misconduct.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as incorporated by reference to another
filing of the Registrant with the Commission, each of the following is filed
herewith:
Exhibit Number Description
4.1 Vivendi Universal Restated Corporate statuts
(unofficial English translation) (previously filed as
an Exhibit to Vivendi Universal's Form 20-F filed on
July 2, 2001 (and incorporated herein by reference)).
4.2 Deposit Agreement dated as of April 19, 1995, as
amended and restated as of September 11, 2000, as
further amended and restated as of December 8, 2000
among Vivendi Universal, S.A., The Bank of New York, as
depositary, and all the Owners and Beneficial Owners
from time to time of American Depositary Shares issued
hereunder (previously filed as an Exhibit to Vivendi
Universal's Registration Statement on Form 8-A dated
December 29, 2000 (and incorporated herein be
reference)).
5.1 Opinion of Jean-Francois Dubos as to the validity of
the securities being issued.
23.1 Consent of RSM Salustro Reydel and Barbier Frinault &
Cie.
23.2 Consent of RSM Salustro Reydel.
23.3 Consent of Jean-Francois Dubos (included in Exhibit
5.1).
24.1 Power of Attorney.
2
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 the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference 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; 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 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 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, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 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.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 New York, New York, on this 26th day of October, 2001.
VIVENDI UNIVERSAL
By /s/ George E. Bushnell, III
---------------------------
Name: George E. Bushnell, III
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York, New York, on this 26th day of October,
2001.
VIVENDI UNIVERSAL U.S. EMPLOYEE
STOCK PURCHASE PLAN
By /s/ Daniel J. Losito
-------------------------
Name: Daniel J. Losito
Title: Vice President and Human
Resources Counsel
4
We, the undersigned officers and directors of Vivendi Universal, hereby
severally constitute and appoint Jean-Francois Dubos and George E. Bushnell, III
(with full power to act alone), our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution in each of them for
him and in his name, place and stead, and in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Jean-Marie Messier Chairman and Chief Executive October 26, 2001
--------------------------- Officer (Principal Executive
Jean-Marie Messier Officer)
/s/ Edgar Bronfman, Jr. Vice Chairman October 26, 2001
---------------------------
Edgar Bronfman, Jr.
/s/ Guillaume Hannezo Chief Financial Officer October 26, 2001
--------------------------- (Principal Financial and
Guillaume Hannezo Principal Accounting Officer
/s/ Dominique Gibert Senior Vice President, October 26, 2001
--------------------------- Finance (Deputy Chief Financial
Dominique Gibert Officer)
/s/ Pierre Lescure Director and Co-Chief Operating October 26, 2001
--------------------------- Officer
Pierre Lescure
/s/ Eric Licoys Director and Co-Chief Operating October 26, 2001
--------------------------- Officer
Eric Licoys
5
/s/ Bernard Arnault Director October 26, 2001
---------------------------
Bernard Arnault
/s/ Jean-Louis Beffa Director October 26, 2001
---------------------------
Jean-Louis Beffa
/s/ Jean-Marc Espalioux Director October 26, 2001
---------------------------
Jean-Marc Espalioux
--------------------------- Director
Philippe Foriel-Destezet
/s/ Jacques Friedmann Director October 26, 2001
---------------------------
Jacques Friedmann
/s/ Mario-Josee Kravis Director October 26, 2001
---------------------------
Mario-Josee Kravis
/s/ Henri Lachmann Director October 26, 2001
---------------------------
Henri Lachmann
/s/ Samuel Minzberg Director October 26, 2001
---------------------------
Samuel Minzberg
--------------------------- Director October 26, 2001
Simon Murray
/s/ Serge Tchuruk Director October 26, 2001
---------------------------
Serge Tchuruk
--------------------------- Director October 26, 2001
Rene Thomas
6
/s/ Marc Vienot Director October 26, 2001
---------------------------
Marc Vienot
--------------------------- Director
Esther Koplowitz
--------------------------- Director
Edgar M. Bronfman
--------------------------- Director
Richard H. Brown
/s/ George E. Bushnell, III Authorized Representative October 26, 2001
--------------------------- in the United States
George E. Bushnell, III
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4.1 Vivendi Universal Restated Corporate statuts
(unofficial English translation) (previously filed as
an Exhibit to Vivendi Universal's Form 20-F filed on
July 2, 2001 (and incorporated herein by reference)).
4.2 Deposit Agreement dated as of April 19, 1995, as
amended and restated as of September 11, 2000, as
further amended and restated as of December 8, 2000
among Vivendi Universal, S.A. The Bank of New York, as
depositary, and all the Owners and Beneficial Owners
from time to time of American Depositary Shares issued
hereunder (previously filed as an Exhibit to Vivendi
Universal's Registration Statement on Form 8-A dated
December 29, 2000 (and incorporated herein by
reference)).
5.1 Opinion of Jean-Francois Dubos as to the validity of
the securities being issued.
23.1 Consent of RSM Salustro Reydel and Barbier Frinault &
Cie.
23.2 Consent of RSM Salustro Reydel.
23.3 Consent of Jean-Francois Dubos (included in Exhibit
5.1).
24.1 Power of Attorney (included on the signature pages
hereto).
EXHIBIT 5.1
[Vivendi Universal Letterhead]
October 26, 2001
Vivendi Universal
42, avenue de Friedland
75008 Paris
Ladies and Gentlemen:
I am general counsel of Vivendi Universal, a societe anonyme organized
under the laws of France ("Vivendi Universal"). This opinion is being
furnished in connection with the filing by Vivendi Universal with the
Securities and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), which is registering ordinary shares, nominal value of
[E]5.50 per share, of Vivendi Universal (the "Shares") for issuance by Vivendi
Universal pursuant to the terms of the Vivendi Universal U.S. Employee Stock
Purchase Plan (the "ESPP"). The shares will be represented by Vivendi
Universal's American Depositary Shares (the "ADSs").
In furnishing this opinion, I or lawyers under my supervision have
examined such documents, corporate records, certificates of public officials
and other agreements, instruments or opinions as I have deemed necessary or
advisable for the purpose of rendering the opinions set forth below. In this
examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as original documents and the
conformity to original documents of all documents submitted to me as copies. I
have also assumed the receipt of the approval of the shareholders of Vivendi
Universal of the ESPP and, in connection with such approval, of the Shares to
be issued pursuant to the ESPP, which shareholder approval is a condition to
the effectiveness of the ESPP. In rendering the opinions expressed below, I
have relied as to certain matters upon certificates and oral and written
assurances from public officials.
On the basis of the foregoing, I am of the opinion that the Shares have
been duly authorized and will, when issued in accordance with the ESPP, be
validly issued, fully paid and non-assessable.
I do not purport to be an expert on the laws of any jurisdiction other
than the Republic of France, and I express no opinion herein as to the effect
of any other laws.
This opinion is being rendered solely in connection with the registration
of the offering, sale and delivery of the Shares, as represented by ADSs, in
the United States pursuant to the registration requirements of the Securities
Act. I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving my consent, I do not admit that I am within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations issued thereunder.
Very truly yours,
/s/ Jean-Francois Dubos
Jean-Francois Dubos
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the inclusion in this
registration statement on Form S-8 of our report dated April 2, 2001, except
with respect to the matters discussed in Note 16 as to which the date is June
28, 2001, and to all references to our Firms included in or made part of this
registration statement.
Paris, France
October 25, 2001
/s/ RSM Salustro Reydel /s/ Barbier Frinault & Cie
RSM Salustro Reydel Barbier Frinault & Cie
A member firm of Arthur Andersen
EXHIBIT 23.2
Vivendi Universal
Registration Statement, Form S-8
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Vivendi, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-8 filed by
Vivendi Universal of our report, dated March 10, 2000, relating to the
consolidated balance sheet of Vivendi and its subsidiaries as of December 31,
1998 and the related consolidated statement of income, changes in
shareholder's equity and cash flow for the year then ended and to all
references to our Firm included in or made part of this registration
statement.
Paris, France
October 25, 2001
/s/ RSM Salustro Reydel
RSM Salustro Reydel