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As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HAVAS ADVERTISING
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(Exact name of registrant as specified in its charter)
Republic of France Not Applicable
--------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
84, rue de Villiers, 92683 Levallois-Perret Cedex, France
(Address of principal executive offices)
Havas Advertising Share Incentive Sub-Plan
for United States Employees
(Full title of the plans)
R. John Cooper
410 Park Avenue, Suite 1520
New York, New York 10022
(Name and address of agent for service)
(212) 753-1410
(Telephone number, including area code, of agent for service)
Copy to:
Bruce W. Gilchrist, Esq.
J. Warren Gorrell, Jr., Esq.
HOGAN & HARTSON L.L.P.
555 Thirteenth Street, N.W.
Washington, DC 20004-1109
(202) 637-5600
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be Maximum Offering Price Maximum Aggregate Amount of
to be registered (1) Registered Per Share (2) Offering Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Ordinary Shares, nominal value 2,300,000 $13.845 $31,843,500 $7,960.88
0.40 per share, of Havas
Advertising
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(1) These shares may be represented by the Registrant's American Depositary
Shares, each of which represents one Ordinary Share. A separate
Registration Statement on Form F-6 (Registration No. 333-12396) has been
filed for the registration of American Depositary Shares evidenced by
American Depositary Receipts issuable upon deposit of Ordinary Shares.
(2) Estimated solely for the purpose of calculating the Registration Fee.
Pursuant to Rules 457(c), (h) and (k) under the Securities Act of 1933, as
amended (the "Securities Act"), the Proposed Maximum Offering Price Per
Share and the Proposed Maximum Aggregate Offering Price for a total of
2,300,000 Ordinary Shares are based upon the average of the high and low
prices of the American Depositary Shares as quoted on the Nasdaq National
Market System on December 20, 2000, which high and low prices were $14.00
and $13.69, respectively.
Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers an indeterminate number of shares to be offered or sold
pursuant to the plan described herein as a result of the antidilution provisions
of such plan.
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INTRODUCTORY STATEMENT
Havas Advertising, a societe anonyme organized under the laws of France
(the "Registrant"), files this Registration Statement on Form S-8 (the
"Registration Statement") relating to the sale of up to 2,300,000 ordinary
shares, nominal value 0.40 euro per share, of the Registrant, which shares may
be represented by American Depositary Shares ("ADSs") evidenced by American
Depositary Receipts, each ADS of which represents one Ordinary Share. The
Ordinary Shares are deliverable upon exercise of stock options granted under the
Havas Advertising Share Incentive Sub-Plan for United States Employees (the
"Plan").
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees participating in the Havas Advertising Share
Incentive Sub-Plan for United States Employees (the "Plan") as specified by Rule
428(b)(1) promulgated under the Securities Act of 1933 (the "Securities Act").
In accordance with the instructions to Part I of Form S-8, such documents will
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 promulgated under the Securities Act. These
documents and the documents incorporated by reference pursuant to Item 3 of Part
II of this Registration Statement, taken together, constitute the prospectus as
required by Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents filed by it with the Commission:
(a) The Registrant's proxy statement/prospectus filed with the
Commission on August 29, 2000 pursuant to Rule 424(b) under the
Securities Act (which contains audited financial statements of the
Registrant for the fiscal year ended December 31, 1999);
(b) All reports filed by the Registrant with the Commission under
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since December 31, 1999; and
(c) The description of the Registrant's ordinary shares, 0.40 euro per
share, incorporated by reference into the Registrant's
Registration Statement on Form 8-A filed with the Commission on
August 24, 2000 pursuant to Section 12 of the Exchange Act, which
incorporates by reference the description of the Registrant's
ordinary shares from the Registrant's Registration Statement on
Form F-4 (File No. 333-43362) filed with the Commission on August
9, 2000.
In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment 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 a part hereof from the date
of filing of such documents or reports.
Any statement contained in a 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,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
A description of the Registrant's ordinary shares, 0.40 euro per
share, is incorporated by reference under Item 3 above.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
French Company Law prohibits a company from indemnifying its directors
and officers against their civil liabilities to the company or to third parties
for violations of French Company Law, violations of the company's statuts or for
mismanaging the company. However, if a director or officer is sued by a third
party and ultimately prevails in the litigation on all counts, but is
nevertheless required to bear attorney's fees and costs, the company can in
specified circumstances reimburse those fees and costs pursuant to an
indemnification arrangement with the director or officer. Any indemnification
arrangement between the Registrant and any of its directors or officers must be
approved by the Registrant's shareholders.
French Company Law permits a company to purchase directors and
officers insurance for all or part of the members of its management. A French
company is responsible to third parties for the consequences of the decisions of
its management board. However, if those decisions qualify as mismanagement, the
relevant member of the management board may have to fully or partly indemnify
the company. The Registrant has purchased insurance for all of its directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
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. 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) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
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(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 (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 (as in this case),
and 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
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.
(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.
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 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.
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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Havas
Advertising 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 Levallois-Perret, France, on December 22, 2000.
HAVAS ADVERTISING
By: /s/ Alain de Pouzilhac
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Alain de Pouzilhac
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Jacques Herail, Alain Camon and Francois Cambournac, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, from such person and in each person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration and to file the same, with all exhibits thereto
and all 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 and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his, her 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 indicated as of December 22, 2000.
Signature Title
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/s/ Alain de Pouzilhac Chairman of the Board of Directors and
---------------------------------- and Chief Executive Officer (Principal
Alain de Pouzilhac Executive Officer
/s/ Michel Boutinard Rouelle
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Michel Boutinard Rouelle Director
/s/ Paul Camous
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Paul Camous Director
/s/ Jean-Michel Carlo
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Jean-Michel Carlo Director
/s/ Alain Cayzac
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Alain Cayzac Director
/s/ Richard Colker
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Richard Colker Director
/s/ Nicolas Duhamel
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Nicolas Duhamel Director
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Ed Askandarian Director
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Pierre Lescure Director
/s/ Patrick Soulard
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Patrick Soulard Director
/s/ Jacques Mayoux
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Jacques Mayoux Director
/s/ Thierry Meyer
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Thierry Meyer Director
/s/ Jean-Laurent Nabet
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Jean-Laurent Nabet Director
/s/ Bob Schmetterer
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Bob Schmetterer Director
/s/ Jacques Seguela
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Jacques Seguela Director
/s/ Eric Licoys
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Havas S.A., represented by Director
Eric Licoys
/s/ Clement Vaturi
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SOCIF, represented by Director
Clement Vaturi
/s/ Jacques Herail
---------------------------------- Chief Financial Officer (Principal
Jacques Herail Financial Officer)
/s/ Alain Camon
---------------------------------- (Principal Accounting Officer)
Alain Camon
/s/ R. John Cooper
---------------------------------- Authorized Representative in the U.S.
R. John Cooper
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EXHIBIT INDEX
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Exhibit
Number Description
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4.1 Statuts, or articles of association, of Havas Advertising (unofficial English translation)
(incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form F-4
of Havas Advertising (Registration No. 333-43362)).
4.2 Form of Deposit Agreement among Havas Advertising, Morgan Guaranty Trust Company of New
York, as Depositary, and the holders from time to time of Havas Advertising American
Depositary Shares, including, as an exhibit, the form of American Depositary Receipt
(incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form F-4
of Havas Advertising (Registration No. 333-43362)).
4.3 Specimen certificate of American Depositary Receipt (included as an exhibit to the form of
Deposit Agreement among Havas Advertising, Morgan Guaranty Trust Company of New York, as
Depositary, and the holders from time to time of Havas Advertising American Depositary
Shares (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on
Form F-4 of Havas Advertising (Registration No. 333-43362))).
4.4 Amended and Restated Agreement and Plan of Merger dated as of August 3, 2000 and effective
as of February 20, 2000 among Havas Advertising, HAS Acquisition Corp. and Snyder
Communications, Inc. (incorporated herein by reference to Exhibit 2.1 to the Registration
Statement on Form F-4 of Havas Advertising (Registration No. 333-43362)).
5.1 Opinion of Cariddi, Mee, Rue regarding the legality of the securities being registered.
23.1 Consent of Barbier, Frinault & Associes, a member firm of Andersen Worldwide.
23.2 Consent of Arthur Andersen y Cia., S. Com.
23.3 The consent of Cariddi, Mee, Rue (included as part of Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of the Registration Statement).
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