As filed with the Securities and Exchange Commission on December 11, 2000
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
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)
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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
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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TITLE OF AMOUNT PROPOSED PROPOSED MAXIMUM
SECURITIES TO BE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING OFFERING PRICE REGISTRATION
PRICE FEE(2)
PER SHARE
Ordinary Shares, with a 300,000 $63.81 $19,143,000 $5,054
nominal value of [EURO]5.50
per share (3)
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</TABLE>
(1) The amount to be registered includes shares to be sold under the plan to
plan participants.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) promulgated under the Securities
Act of 1933, as amended.
(3) The ordinary shares being registered hereby maybe represented by the
Registrant's American Depositary Shares. A separate Registration Statement
on Form F-6, as amended, was filed in connection with the Vivendi Universal
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
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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.
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The following documents previously filed with the Commission by Vivendi
Universal SOCIETE ANONYME organized under the laws of the Republic of France
("Vivendi Universal") are incorporated herein 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; and
(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");
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 (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 or in 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Vivendi Universal 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 Vivendi Universal.
Vivendi Universal maintains insurance, at its own expense, to protect
itself and any director, officer, employee or agent of Vivendi Universal or of
any other entity affiliated with Vivendi Universal 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.
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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 on 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 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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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
(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
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<PAGE>
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.
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SIGNATURES
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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 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 11th day of
December, 2000.
VIVENDI UNIVERSAL
By: /s/ Jean-Marie Messier
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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 this 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
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Bernard Arnault
/s/ Jean-Louis Beffa Director
-------------------------------
Jean-Louis Beffa
/s/ Jean-Marc Espalioux Director
-------------------------------
Jean-Marc Espalioux
Director
-------------------------------
Philippe Foriel-Destezet
/s/ Jacques Friedman Director
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Jacques Friedmann
/s/ Henri Lachmann Director
-------------------------------
Henri Lachmann
Director
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Thomas Middelhoff
Director
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Simon Murray
/s/ Serge Tchuruk Director
-------------------------------
Serge Tchuruk
/s/ Rene Thomas Director
-------------------------------
Rene Thomas
Director
-------------------------------
Marc Vienot
Director
-------------------------------
Esther Koplowitz
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<PAGE>
SIGNATURE TITLE
------------------------------- ---------------------------
Director
-------------------------------
Edgar M. Bronfman
Director
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Charles R. Bronfman
/s/ Edgar M. Bronfman, Jr. Director
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Edgar Bronfman, Jr.
Director
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Richard H. Brown
Director
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Andre Desmarais
/s/ Pierre Lescure Director
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Pierre Lescure
/s/ Michel Avenas Authorized Representative in
------------------------------- the United States
Michel Avenas
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<PAGE>
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 on 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 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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