As filed with the Securities and Exchange Commission on December 11, 2000
Registration No. 333-48966
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-8
TO FORM F-4
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
of incorporation or organization) Identification No.)
42, AVENUE DE FRIEDLAND, 75380 PARIS CEDEX 08 FRANCE, 33 (1) 71 71 10 00
(Address of Principal Executive Offices)
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POLYGRAM HOLDING, INC. DEFERRED SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES
THE SEAGRAM 401(K) PLAN - UNIVERSAL EMPLOYEES
THE SEAGRAM 401(K) PLAN -UNI EMPLOYEES
THE SEAGRAM 401(K) PLAN - SPENCER EMPLOYEES
THE SEAGRAM 401(K) PLAN
RETIREMENT, SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM
& SONS, INC. AND AFFILIATES
1983 STOCK APPRECIATION RIGHT AND STOCK UNIT PLAN
THE SEAGRAM COMPANY LTD. 1988 STOCK OPTION PLAN
THE SEAGRAM COMPANY LTD. 1992 STOCK OPTION PLAN
THE SEAGRAM COMPANY LTD. 1996 STOCK INCENTIVE PLAN
THE SEAGRAM COMPANY LTD. STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
MCA INC. INCENTIVE PROGRAM
(FULL TITLE OF PLANS)
------------------
MICHEL AVENAS
VIVENDI NORTH AMERICA
800 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 702-3184
(Name, address and telephone number, including area code, of agent for service)
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COPIES TO:
DAVID A. KATZ JEAN-FRANCOIS PRAT
WACHTELL, LIPTON, ROSEN & KATZ BREDIN PRAT
51 WEST 52ND STREET 130, RUE DU FAUBOURG SAINT-HONORE
NEW YORK, NEW YORK 10019 PARIS, 75008 FRANCE
(212) 403-1000 33 (1) 44 35 35 35
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE PRICE FEE(2)
Ordinary Shares, 41,759,091 -- -- --
with a nominal
value of
[EUROS]5.50 per
share (3)
--------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement covers an
indeterminate amount of interests to be offered or sold pursuant to the
Polygram Holding Inc. Deferred Savings and Investment Plan for Employees,
The Seagram 401(k) Plan - Universal Employees, The Seagram 401 (k) Plan -
UNI Employees, the Seagram 401(k) Plan - Spencer Employees, The Seagram
401(k) Plan and the Retirement, Savings and Investment Plan for Union
Employees of Joseph E. Seagram and Sons, Inc. and Affiliates. Registration
fees in respect of 41,759,091 of such ordinary shares were paid at the time
of the filing of the Registration Statement on Form F-4 (Registration
No. 333-48966) on October 30, 2000.
(2) The Registration fees for all of the 41,759,091 ordinary shares of the
Registrant were already paid as described in (1) above.
(3) The ordinary shares being registered hereby may be represented by the
Registrant's American Depositary Shares. A separate Registration Statement
on Form F-6, as amended, was filed in connection with the Registrant's
American Depositary Shares. Each of the Registrant's American Depositary
Shares currently represents one ordinary share of the Registrant.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
----------------------------------------------------
The documents containing the information specified in Part I of Form S-8
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) the prospectus filed on November 2, 2000 with the Commission
by the Registrant pursuant to Rule 424(b) under the Securities Act;
(b) Vivendi Universal's Registration Statement on Amendment No. 2
to Form 20-F (File No. 001-16113) filed on December 11, 2000 (the "Form 20-F");
(c) The Polygram Holding, Inc. Deferred Savings and Investment
Plan for Employees Annual Report on Form 11-K for the fiscal year ended December
31, 1999;
(d) The Seagram 401(k) Plan-Universal Employees Annual Report on
Form 11-K for the fiscal year ended December 31, 1999;
(e) The Seagram 401(k) Plan-UNI Employees Annual Report on
Form 11-K for the fiscal year ended December 31, 1999;
(f) The Seagram 401(k) Plan-Spencer Employees Annual Report on
Form 11-K for the fiscal year ended December 31, 1999;
(g) The Seagram 401(k) Plan Annual Report on Form 11-K for the
fiscal year ended December 31, 1999; and
(h) Retirement, Savings and Investment Plan for Union Employees
of Joseph E. Seagram and Sons, Inc. and Affiliates Annual Report on Form 11-K
for the fiscal year ended December 31, 1999.
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<PAGE>
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (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
indicating that all Securities offered have been sold or registering all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein, and any statement contained in a 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 being incorporated by reference to
another filing of Vivendi Universal 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
Amendment No. 2 to Form 20-F filed on December 11, 2000
(Registration No. 001-16113) 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
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<PAGE>
among Vivendi Universal, The Bank of New York, and all Owners and
Beneficial Owners from time to time of American Depositary Receipts
issued hereunder (previously filed as an Exhibit to Vivendi
Universal's Registration Statement on Amendment No.2 to Form 20-F
filed on December 11, 2000 (Registration No. 001-16116) and
incorporated herein by reference)
5.1 Opinion, dated December 8, 2000, of Jean-Francois Dubos with
respect to the validity of the securities being offered
23.1 Consent of RSM Salustro Reydel and Barbier Frinault & Cie, a member
firm of Arthur Andersen
23.2 Consent of RSM Salustro Reydel
23.3 Consent of RSM Salustro Reydel and Barbier Frinault & Cie, a member
firm of Arthur Andersen
23.4 Consent of PricewaterhouseCoopers LLP
23.5 Consent of Gutierrez & Co., independent accountants
23.6 Consent of Jean-Francois Dubos (included in the opinion filed as
exhibit 5.1)
24.1 Powers of Attorney (included on the signature page to this
Registration Statement)
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 of 1933;
(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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, 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
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<PAGE>
(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 of 1933, 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 of 1933 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.
(d) The undersigned registrant hereby undertakes to submit the
Polygram Holding, Inc. Deferred Savings and Investment Plan for Employees Annual
Report on Form 11-K for the fiscal year ended December 31, 1999, the Seagram
401(k) Plan-Universal Employees Annual Report on Form 11-K for the fiscal year
ended December 31, 1999, the Seagram 401(k) Plan-UNI Employees Annual Report on
Form 11-K for the fiscal year ended December 31, 1999, the Seagram 401(k)
Plan-Spencer Employees Annual Report on Form 11-K for the fiscal year ended
December 31, 1999; the Seagram 401(k) Plan Annual Report on Form 11-K for the
fiscal year ended December 31, 1999, and the Retirement, Savings and Investment
Plan for Union Employees of Joseph E. Seagram and Sons, Inc. and Affiliates
Annual Report on Form 11-K for the fiscal year ended December 31, 1999, and any
amendments thereto, to the Internal Revenue Service ("IRS") in a timely manner
and will make all changes required by the IRS in order to qualify such plans
under Section 401 of the Internal Revenue Code.
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<PAGE>
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 this Post-Effective Amendment No. 2 on Form
S-8 to Form F-4 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Paris, France, on
this 11th day of December, 2000.
VIVENDI UNIVERSAL
By: /s/ Jean-Marie Messier
--------------------------------------
Name: Jean-Marie Messier
Title: Chairman and Chief Executive
Officer
We, the undersigned officers and directors of Vivendi Universal, hereby
severally constitute and appoint Jean-Marie Messier, Guillaume Hannezo and
Jean-Francois Dubos and each of them (with full power to act alone), our true
and lawful attorney-in-fact and agent with full power to him singly to sign for
us and in our names in the capacities indicated below the Registration Statment
on Form F-4 filed herewith and any and all pre-effective and post-effective
amendments to said Registration Statement, and, in connection with any
registration of additional securities, to sign any abbreviated registration
statement and any and all amendments thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, in each case, with
the Commission, and generally to do all such things in our names and on our
behalf in our capacities as officers and directors to enable Vivendi Universal
to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Commission, hereby ratifying and confirming our signatures
as they may be signed by our said attorney to said Registration Statement and
any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities held on December 11, 2000.
SIGNATURE TITLE
------------------------- ----------------------------------
/s/ Jean-Marie Messier Director and Principal
------------------------- Executive Officer
Jean-Marie Messier
/s/ Guillaume Hannezo Principal Financial and
------------------------- Principal Accounting Officer
Guillaume Hannezo
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<PAGE>
SIGNATURE TITLE
------------------------- ----------------------------------
/s/ Eric Licoys Director
-------------------------
Eric Licoys
/s/ Bernard Arnault Director
-------------------------
Bernard Arnault
/s/ Jean-Louis Beffa Director
-------------------------
Jean-Louis Beffa
/s/ Jean-Marc Espalioux Director
-------------------------
Jean-Marc Espalioux
------------------------- Director
Philippe Foriel-Destezet
/s/ Jacques Friedmann Director
-------------------------
Jacques Friedmann
/s/ Henri Lachmann Director
-------------------------
Henri Lachmann
------------------------- Director
Thomas Middelhoff
------------------------- Director
Simon Murray
/s/ Serge Tchuruk Director
-------------------------
Serge Tchuruk
------------------------- Director
Rene Thomas
/s/ Marc Vienot Director
-------------------------
Marc Vienot
------------------------- Director
Esther Koplowitz
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<PAGE>
SIGNATURE TITLE
------------------------- ----------------------------------
Director
-------------------------
Edgar M. Bronfman
------------------------- Director
Charles R. Bronfman
/s/ Edgar M. Bronfman
------------------------- Director
Edgar Bronfman, Jr.
------------------------- Director
Richard H. Brown
------------------------- Director
Andre Desmarais
/s/ Pierre Lescure Director
-------------------------
Pierre Lescure
/s/ Michel Avenas Authorized Representative
------------------------- in the United States
Michel Avenas
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
or other persons who administer the Polygram Holding Inc. Deferred Savings and
Investment Plan for Employees have duly caused this Post-Effective Amendment
No. 2 on Form S-8 to Form F-4 to be signed on its behalf by the undersigned
thereunto duly authorized, in the city of New York, State of New York, on
this 11th day of December of 2000.
POLYGRAM HOLDING, INC. DEFERRED SAVINGS
AND INVESTMENT PLAN FOR EMPLOYEES
By: /s/ Kelly DeMasi
------------------------------------
Name: Kelly DeMasi
Title: Member of Administrative
Committee
By: /s/ Eric Scoones
------------------------------------
Name: Eric Scoones
Title: Member of Administrative
Committee
By: /s/ Andrew Loyst
------------------------------------
Name: Andrew Loyst
Title: Member of Administrative
Committee
By: /s/ Lisa Smith
------------------------------------
Name: Lisa Smith
Title: Member of Administrative
Committee
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
or other persons who administer The Seagram 401(k) Plan-Universal Employees, The
Seagram 401(k) Plan UNI Employees, The Seagram 401(k) Plan-Spencer Employees,
The Seagram 401(k) Plan and the Retirement, Savings and Investment Plan for
Union Employees of Joseph E. Seagram and Sons, Inc. and Affiliates have duly
caused this Post-Effective Amendment No. 2 on Form S-8 to Form F-4 to be signed
on its behalf by the undersigned thereunto duly authorized, in the city of
New York, State of New York, on this 11th day of December of 2000.
THE SEAGRAM 401(K) PLAN - UNIVERSAL
EMPLOYEES
By: /s/ John D. Borgia
------------------------------------
Name: John D. Borgia
Title: Member of Investment
Committee
THE SEAGRAM 401(K) PLAN - UNI EMPLOYEES
By: /s/ John D. Borgia
------------------------------------
Name: John D. Borgia
Title: Member of Investment
Committee
THE SEAGRAM 401 (K) PLAN - SPENCER
EMPLOYEES
By: /s/ John D. Borgia
------------------------------------
Name: John D. Borgia
Title: Member of Investment
Committee
THE SEAGRAM 401(K) PLAN
By: /s/ John D. Borgia
------------------------------------
Name: John D. Borgia
Title: Member of Investment
Committee
RETIREMENT, SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM
AND SONS, INC. AND AFFILIATES
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<PAGE>
By: /s/ John D. Borgia
------------------------------------
Name: John D. Borgia
Title: Member of Investment
Committee
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<PAGE>
Unless otherwise indicated below as being incorporated by reference to
another filing of Vivendi Universal 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
Amendment No. 2 to Form 20-F filed on December 11,
2000 (Registration No. 001-16113) 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, The Bank of New
York, and all Owners and Beneficial Owners from time to time of
American Depositary Receipts issued hereunder (previously filed as
an Exhibit to Vivendi Universal's Registration Statement on
Amendment No.2 to Form 20-F filed on December 11, 2000 (Registration
No. 001-16113) and incorporated herein by reference)
5.1 Opinion, dated December 8, 2000, of Jean-Francois Dubos with respect
to the validity of the securities being offered
23.1 Consent of RSM Salustro Reydel and Barbier Frinault & Cie, a member
firm of Arthur Andersen
23.2 Consent of RSM Salustro Reydel
23.3 Consent of RSM Salustro Reydel and Barbier Frinault & Cie, a member
firm of Arthur Andersen
23.4 Consent of PricewaterhouseCoopers LLP
23.5 Consent of Gutierrez & Co., independent accountants
23.6 Consent of Jean-Francois Dubos (included in the opinion filed as
exhibit 5.1)
24.1 Powers of Attorney (included on the signature page to this
Registration Statement)
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