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As filed with the Securities and Exchange Commission on September 27, 2000
Registration No. 333-43362
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO FORM F-4 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HAVAS ADVERTISING
(Exact name of registrant as specified in its charter)
FRANCE N/A
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
84, rue de Villiers, 92683 Levallois-Perret Cedex, France
(Address of principal executive offices) (Zip code)
Snyder Communications, Inc. Second Amended and Restated
1996 Stock Incentive Plan
1995 Incentive And Nonqualified Stock Option Plan For Key
Employees Of R.A.B. Advertising, Inc. And Certain Other Individuals
Arnold Fortuna Lawner & Cabot Inc. Incentive Stock Option Plan
Agreement Relating To The Grant Of Options To An
Employee of National Sales Services, Inc.
American List Corporation 1992 Stock Option Plan
(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
This Post-Effective Amendment No. 1 on Form S-8 to the Form F-4 Registration
Statement (SEC File No. 333-43362) of Havas Advertising (the "Registrant")
relates to 9,515,052 ordinary shares, nominal value 0.40 euro per share, of the
Registrant represented by the Registrant's American Depositary Shares ("ADSs"),
each of which will represent one ordinary share and will be evidenced by
American Depositary Receipts, deliverable to holders of options to purchase
shares of SNC common stock, par value $0.001 per share, of Snyder
Communications, Inc., which options were converted into options to purchase ADSs
upon the effective time of the merger of HAS Acquisition Corp., a wholly owned
subsidiary of the Registrant, with and into Snyder Communications, Inc. on
September 26, 2000. The ordinary shares represented by the ADSs were originally
registered on the Registrant's Registration Statement on Form F-4 to which this
is an amendment. Accordingly, the registration fee in respect of such ordinary
shares was paid in connection with the original filing of the Registration
Statement relating to such ordinary shares.
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INTRODUCTORY STATEMENT
Havas Advertising (the "Registrant") hereby amends its Registration
Statement on Form F-4 (No. 333-43362) by filing this Post-Effective Amendment
No. 1 on Form S-8 (the "Post-Effective Amendment") relating to the sale of up to
9,515,052 ordinary shares, nominal value 0.40 euro per share, represented by
American Depositary Shares ("ADSs"), each of which will represent one ordinary
share and will be evidenced by American Depositary Receipts, of the Registrant.
The ADSs are deliverable upon the exercise of stock options granted under the
plans identified on the cover page of this Post-Effective Amendment (the
"Plans").
On September 26, 2000, HAS Acquisition Corp., a Delaware corporation
and a direct wholly owed subsidiary of the Registrant, was merged with and into
Snyder Communications, Inc., a Delaware corporation. As a result of such merger
(the "Merger"), Snyder Communications, Inc. has become a subsidiary of the
Registrant and each outstanding share of SNC common stock, par value $0.001 per
share, of Snyder Communications, Inc. (the "SNC Common Stock") has been
converted into 1.3710 ADSs. Pursuant to the Merger, each outstanding option to
purchase shares of SNC Common Stock granted pursuant to the Plans will no longer
be exercisable for shares of SNC Common Stock, but, instead, will constitute an
option to acquire ADSs on the same terms and conditions as were applicable under
such option prior to the Merger, with the number of ADSs subject to such option
and the exercise price thereof being adjusted to take account of the Merger.
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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 Snyder Communications, Inc.
Second Amended and Restated 1996 Incentive Plan the 1995 Incentive and
Nonqualified Stock Option Plan for Key Employees of R.A.B. Advertising, Inc. and
Certain Other Individuals, the Arnold Fortuna Lawner & Cabot Inc. Incentive
Stock Option Plan, the Agreement Relating to the Grant of Options to an Employee
of National Sales Services, Inc., and the American List Corporation 1992 Stock
Option 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
Havas Advertising hereby incorporates by reference into this
registration statement the following documents filed with the Commission:
(a) Havas Advertising's proxy statement/prospectus filed with the
Commission on August 28, 2000 pursuant to Rule 424(b) under the
Securities Act (which contains audited financial statements of
Havas Advertising for the year ended December 31, 1999);
(b) All reports filed by Havas Advertising with the Commission
under Section 13(a) or 15(d) of the Securities Exchange Act of
1934 since December 31, 1999; and
(c) The description of Havas Advertising's ordinary shares, 0.40
euro per share, incorporated by reference into Havas
Advertising'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 Havas Advertising's ordinary shares from Havas Advertising's
registration statement on Form F-4 (File No. 333-43362) filed
with the Commission on August 9, 2000.
All documents subsequently filed by Havas Advertising 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 hereby
have been sold or which deregisters all such 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 in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded 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 prior statement. The statements deemed to be so
modified or superseded shall not be deemed to constitute a part of this
registration statement, except as so modified or superseded.
Item 4. Description of Securities
Not applicable
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 Havas Advertising and any of its directors or officers must
be approved by Havas Advertising'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
corporation 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. Havas Advertising has purchased insurance for all
of its directors.
Item 7. Exemption from Registration Claimed
Not applicable
Item 8. Exhibits
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
Registratio Statement on Form F-4 of Havas Advertising
(Registration No. 333-43362)).
5.1 Opinion of Clifford Chance Selafa 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 Clifford Chance Selafa (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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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. 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 and of the estimated maximum
offering range may be reflected in the form of the
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 registration statement is on Form S-3, S-8 or Form F-
3, 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 Section 15(d) of the Exchange Act that
are incorporated by reference in this 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 this 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 Securities Act and
therefore is unenforceable. In the event that a claim for indemnification
against such liabilities (other than for 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 of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of the 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 September 27,
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 September 27, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Alain de Pouzilhac Chairman of the Board of Directors and Chief
-------------------------------------------- Executive Officer (Principal Executive Officer)
Alain de Pouzilhac
/s/ Michel Boutinard Rouelle Director
--------------------------------------------
Michel Boutinard Rouelle
/s/ Paul Camous Director
--------------------------------------------
Paul Camous
/s/ Jean-Michel Carlo Director
--------------------------------------------
Jean-Michel Carlo
</TABLE>
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<TABLE>
<S> <C>
/s/ Alain Cayzac Director
--------------------------------------------
Alain Cayzac
/s/ Richard Colker
-------------------------------------------- Director
Richard Colker
/s/ Nicolas Duhamel
-------------------------------------------- Director
Nicolas Duhamel
/s/ Philippe Faure
-------------------------------------------- Director
Philippe Faure
-------------------------------------------- Director
Pierre Lescure
/s/ Patrick Soulard
-------------------------------------------- Director
Patrick Soulard
-------------------------------------------- Director
Jacques Mayoux
/s/ Thierry Meyer
-------------------------------------------- Director
Thierry Meyer
/s/ Jean-Laurent Nabet
-------------------------------------------- Director
Jean-Laurent Nabet
-------------------------------------------- Director
Bob Schmetterer
/s/ Jacques Seguela
-------------------------------------------- Director
Jacques Seguela
-------------------------------------------- Director
Havas S.A., represented by
Eric Licoys
/s/ Clement Vaturi
-------------------------------------------- Director
SOCIF, represented by
Clement Vaturi
/s/ Jacques Herail
-------------------------------------------- Chief Financial Officer (Principal Financial Officer)
Jacques Herail
</TABLE>
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<TABLE>
<S> <C>
/s/ Alain Camon
-------------------------------------------- (Principal Accounting Officer)
Alain Camon
/s/ R. John Cooper
-------------------------------------------- Authorized Representative in the U.S.
R. John Cooper
</TABLE>
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Index to Exhibits
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
Registratio Statement on Form F-4 of Havas Advertising
(Registration No. 333-43362)).
5.1 Opinion of Clifford Chance Selafa 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 Clifford Chance Selafa (included as part of Exhibit
5.1).
24.1 Power of Attorney (included on the signature page of the
registration statement).
