As filed with the Securities and Exchange Commission on December 29, 2000
Registration No. 333-51654
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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
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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VIVENDI 10 STOCK OPTION PLAN
(Full Title of the Plan)
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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)
(Full Title of the Plan)
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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
NEW YORK, NEW YORK 10019 SAINT-HONORE
(212) 403-1000 PARIS, 75008 FRANCE
33 (1) 40 74 6860
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<PAGE>
EXPLANATORY NOTE
Vivendi Universal is filing this Post-Effective Amendment No. 1 to
its registration statement on Form S-8 (Registration No. 333-51654) to update
the cross references contained in Item 3(b) and Item 8 each of which is restated
below in its entirety.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
(b) the description of the Vivendi Universal's ordinary shares and
American Depositary Shares contained in the registration statement on Form
8-A (Registration No. 1-16301), filed by the registrant with the Commission
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") on
December 29, 2000 (the "Form 8-A")
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
Registration Statement on Form 8-A filed on December 29, 2000
(Registration No. 1-16301) 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 Form 8-A
filed on December 29, 2000 (Registration No. 1-16301) 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 Gilbert Klajnman (included in the opinion filed as
exhibit 5.1)
24.1 Powers of Attorney*
* Previously filed.
<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 registration statement on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Paris, France, on this 29th day of
December 2000.
VIVENDI UNIVERSAL
By: /s/ Jean-Francois Dubos
----------------------------------------
Name: Jean-Francois Dubos
Title: General Counsel Chief Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement and amendment thereto has been signed by
the following persons in the capacities held on December 29, 2000.
SIGNATURE TITLE
------------------------------- -------------------------------
* Director and Principal
------------------------------- Executive Officer
Jean-Marie Messier
* Principal Financial and
------------------------------- Principal Accounting Officer
Guillaume Hannezo
* Director
-------------------------------
Eric Licoys
* Director
-------------------------------
Bernard Arnault
* Director
-------------------------------
Jean-Louis Beffa
* Director
-------------------------------
Jean-Marc Espalioux
* Director
-------------------------------
Jacques Friedmann
<PAGE>
SIGNATURE TITLE
------------------------------- -------------------------------
* Director
-------------------------------
Henri Lachmann
* Director
-------------------------------
Serge Tchuruk
* Director
-------------------------------
Rene Thomas
* Director
-------------------------------
Edgar Bronfman, Jr.
* Director
-------------------------------
Pierre Lescure
* Authorized Representative in
------------------------------- the United States
Michel Avenas
By: /s/ Jean-Francois Dubos
-------------------------------
Jean-Francois Dubos
Attorney-in-Fact
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
---------- --------------------------------------------------------------------
4.1 Vivendi Universal Restated Corporate STATUTS (unofficial English
translation) (previously filed as an Exhibit to Vivendi Universal's
Registration Statement on Form 8-A filed on December 29, 2000
(Registration No. 1-16301) 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 Form 8-A
filed on December 29, 2000 (Registration No. 1-16301) 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 Jean-Francois Dubos (included in the opinion filed as
exhibit 5.1)
24.1 Powers of Attorney*
* Previously filed.
