As filed with the Securities and Exchange Commission on January 4, 2001
Registration No. 333-48966
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3
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 THE PLANS)
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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: JEAN-FRANCOIS PRAT
DAVID A. KATZ BREDIN PRAT
WACHTELL, LIPTON, ROSEN & KATZ 130, RUE DU FAUBOURG SAINT-HONORE
51 WEST 52ND STREET PARIS, 75008 PARIS
NEW YORK, NEW YORK 10019 33(1) 44 35 35 35
(212) 403-1000
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<PAGE>
EXPLANATORY NOTE
Vivendi Universal is filing this Post-Effective Amendment No. 3 on Form
S-8 to its Registration No. 333-49866 (the "Registration Statement") to update
the cross references contained in Item 3(b) and Item 8 of Post-Effective
Amendment No. 2 to the Registration Statement, 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 Gutierrez & Co., independent accountants*
23.6 Consent of Gilbert Klajnman (included in the opinion filed as
exhibit 5.1)
-2-
<PAGE>
24.1 Powers of Attorney*
* Previously filed pursuant to this registration statement.
-3-
<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 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
fourth day of January of 2001.
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 or amendment thereto has been signed by the
following persons in the capacities held on this fourth day of January of 2001.
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
-4-
<PAGE>
SIGNATURE TITLE
------------------------------ ------------------------------
* Director
------------------------------
Henri Lachmann
* Director
------------------------------
Serge Tchuruk
* Director
------------------------------
Marc Vienot
* 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
-5-
<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 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 fourth day
of January of 2001.
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
-6-
<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 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 fourth day of January of 2001.
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
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 Gutierrez & Co., independent accountants*
23.6 Consent of Gilbert Klajnman (included in the opinion filed as
exhibit 5.1)
24.1 Powers of Attorney*
* Previously filed pursuant to this registration statement.
-9-
