As filed with the Securities and Exchange Commission on October 5, 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
(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
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NEIL LAWRENCE LANE, ESQ.
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
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE REGISTRATION FEE(2)
Ordinary Shares, 300,000 $63.81 $19,143,000 $5,054
with a nominal
value of Euro 5.50
per share (3)
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(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 may be represented by the registrant's American
Depositary Shares. Each of the registrant's American Depositary Shares currently represents
one-fifth (1/5) of an ordinary share of the registrant.
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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"). 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
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents previously filed with the Commission are
incorporated herein by reference and shall be deemed a part hereof:
(a) Vivendi's Registration Statement on Amendment No. 1 to
Form 20-F (File No. 001-16113) filed on September 11, 2000 (the
"Form 20-F").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1999.
(c) The description of Vivendi's Ordinary Shares contained in the
Form 20-F, including any amendment or report filed for the purposes of updating
such description.
All documents subsequently filed by the registrant pursuant to Section
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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be part
thereof 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 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.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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None.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Vivendi 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.
Vivendi maintains insurance, at its own expense, to protect itself and any
director, officer, employee or agent of Vivendi or of any other entity
affiliated with Vivendi 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 with the Commission, each of the following is filed
herewith:
EXHIBIT
NUMBER DESCRIPTION
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4.1 Vivendi Restated Corporate STATUTS (English translation)
(previously filed as an Exhibit to Vivendi's Registration Statement
on Amendment No. 1 to Form 20-F on September 11, 2000 (Registration
No. 001-16113) and incorporated herein by reference)
4.2 Amended and Restated Deposit Agreement, dated as of September 11,
2000, among Vivendi, The Bank of New York, as Depositary, and the
Owners and Beneficial Owners from time to time of American
Depositary Receipts issued hereunder (previously filed as an Exhibit
to Vivendi's Registration Statement on Form F-6 filed on
September 11, 2000 (Registration No. 333-12494) and incorporated
herein by reference)
5.1 Opinion, dated September 22, 2000, of Gilbert Klajnman 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 PricewaterhouseCoopers LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Gilbert Klajnman (included in the opinion filed as
exhibit 5.1)
24.1 Power of Attorney (included on the signature page to this
Registration Statement)
ITEM 9. UNDERTAKINGS.
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(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:
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(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 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
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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 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 5th day of October 2000.
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VIVENDI
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, hereby severally
constitute and appoint Jean-Marie Messier and Guillaume Hannezo, 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 Statement on Form S-8 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 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 and on the dates indicated:
SIGNATURE TITLE
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/s/ Jean-Marie Messier
---------------------------- Chairman, Chief Executive Officer and
Jean-Marie Messier Director (Principal Executive Officer)
/s/ Guillaume Hannezo
---------------------------- Chief Financial Officer (Principal
Guillaume Hannezo Financial and Accounting Officer)
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SIGNATURE TITLE
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/s/ Bernard Arnault Director
----------------------------
Bernard Arnault
/s/ Jean-Louis Beffa Director
----------------------------
Jean-Louis Beffa
/s/ Jean-Marc Espalioux Director
----------------------------
Jean-Marc Espalioux
/s/ Philippe Foriel-Destezet Director
----------------------------
Philippe Foriel-Destezet
/s/ Jacques Friedmann Director
----------------------------
Jacques Friedmann
/s/ Henri Lachmann Director
----------------------------
Henri Lachmann
/s/ Eric Licoys Director
----------------------------
Eric Licoys
/s/ Serge Tchuruk Director
----------------------------
Serge Tchuruk
/s/ Chris Farman Authorized Representative in
---------------------------- the United States
Chris Farman
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Vivendi Restated Corporate STATUTS (English translation)
(previously filed as an Exhibit to Vivendi's Registration Statement
on Amendment No. 1 to Form 20-F on September 11, 2000 (Registration
No. 001-16113) and incorporated herein by reference)
4.2 Amended and Restated Deposit Agreement, dated as of September 11,
2000, among Vivendi, The Bank of New York, as Depositary, and the
Owners and Beneficial Owners from time to time of American
Depositary Receipts issued hereunder (previously filed as an Exhibit
to Vivendi's Registration Statement on Form F-6 filed on
September 11, 2000 (Registration No. 333-12494) and incorporated
herein by reference)
5.1 Opinion, dated September 22, 2000, of Gilbert Klajnman 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 PricewaterhouseCoopers LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Gilbert Klajnman (included in the opinion filed as
exhibit 5.1)
24.1 Power of Attorney (included on the signature page to this
Registration Statement)
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Exhibit 5.1
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[VIVENDI Logo]
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Le Directeur Juridique
September 22, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
I am the General Counsel of Vivendi, a SOCIETE ANONYME organized under the
laws of France (the "Company"). In that capacity, I have acted as counsel to the
company in connection with the Company's Stock Option Plan For All (the "Global
Plan") which is being implemented in the United States. In that regard, the
Company is filing a registration statement on Form S-8 to register 300,000
ordinary shares, nominal value Euro 5.50 per share, of the Company
(the "Shares"). The Shares, to be represented by the Company's American
Depositary Shares, are issuable to certain employees of direct and indirect
subsidiaries of the Company in the United States upon exercise of options
granted to such employees under the Global Plan.
In furnishing this opinion, I or lawyers under my supervision have
examined such documents, corporate records, certificates of public officials and
other agreements, instruments or opinions as I have deemed necessary or
advisable for the purpose of rendering the opinions set forth below. In this
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as original documents and the conformity to
original documents of all documents submitted to me as copies.
On the basis of the foregoing, I am of the opinion that the Shares have
been duly authorized and will, when issued in accordance with the Plan, be
validly issued, fully paid and non-assessable.
I do not purport to be an expert on the laws of any jurisdiction other
than the Republic of France, and I express no opinion herein as to the effect of
any other laws.
This opinion is being rendered solely in connection with the registration
of the offering, sale and delivery of the Shares, as represented by ADSs, in the
United States pursuant to the registration requirements of the Security Act of
1933, as amended (the "Securities Act"). I hereby consent to the filing of this
opinion as an exhibit to the registration statement on Form S-8 that the Company
is filing
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| SIEGE SOCIAL | Tel.: 33-1 71 71 17 14 | SOCIETE ANONYME
| | |
| 42, avenue de Friedland | Fax : 33-1 71 71 11 56 | au capital de 3 268 746 580 Euro
| | |
| 75380 Paris Cedex 08 / France | | RCS PARIS 780 129 961 SIRET 780 129 961 03901
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[VIVENDI Logo]
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with the United States Securities and Exchange Commission to register the
Shares. By giving my consent, I do not admit that I am within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations issued thereunder.
Very truly yours,
/s/ G. Klajnman
Gilbert Klajnman
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Exhibit 23.1
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Vivendi
Registration Statement, Form S-8
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-8 dated as of October 5, 2000
filed by Vivendi in connection with the "Vivendi 10 Stock Option Plan" of our
report, dated March 10, 2000 (except with respect to matters discussed in Note
25 as to which the date is September 6, 2000) relating to the consolidated
financial statements of Vivendi and its subsidiaries, included in the
Registration Statement on Amendment No.1 to Form 20-F reference No.001 - 16113.
Paris, France
October 5, 2000
/s/ RSM Salustro Reydel /s/ Barbier Frinault & Cie
RSM Salustro Reydel Barbier Frinault & Cie
A member firm of Arthur Andersen
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Exhibit 23.2
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Vivendi of our report dated August 16, 2000 relating to
the consolidated financial statements of The Seagram Company Ltd. for the year
ended June 30, 2000, which appears in Vivendi's Registration Statement on Form
20-F as amended dated September 11, 2000 and which also appears in The Seagram
Company Ltd. Current Report on Form 8-K dated August 17, 2000, which is
incorporated by reference in Vivendi's Registration Statement on Form 20-F as
amended dated September 11, 2000.
PricewaterhouseCoopers LLP
New York, New York
October 4, 2000
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Exhibit 23.3
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Vivendi of our report dated August 18, 1999 relating to
the consolidated financial statements of The Seagram Company Ltd. for the year
ended June 30, 1999, which appears in Vivendi's Registration Statement on Form
20-F dated as amended September 11, 2000 and which also appears in the 1999
Annual Report to Shareholders of The Seagram Company Ltd., which is incorporated
by reference in The Seagram Company Ltd. Annual Report on Form 10-K for the year
ended June 30, 1999, which is incorporated by reference in Vivendi's
Registration Statement on Form 20-F as amended dated September 11, 2000.
PricewaterhouseCoopers LLP
New York, New York
October 4, 2000
