As Filed with the Securities and Exchange Commission on May 6, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
VIVENDI UNIVERSAL
(Exact name of registrant as specified in its charter)
France None
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
42, avenue de Friedland
75380 Paris Cedex 08, France
33 (1) 71 71 10 00
(Address of Principal Executive Offices)
------------------------
Vivendi Universal Stock Option Plan
(Full Title of Plans)
------------------------
Vivendi Universal U.S. Holding Co.
800 Third Avenue
7th Floor
New York, New York 10022
(212) 572-7000
Attention: President
(Name, address and telephone number, including area code, of agent for service)
------------------------
Copies To:
Faiza J. Saeed Elena Baxter
Cravath, Swaine & Moore Bredin Prat
Worldwide Plaza 130, rue du Faubourg
825 Eighth Avenue Saint-Honore
New York, NY 10019-7472 Paris, 75008 France
(212) 474-1000 33 (1) 44 35 35 35
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price per aggregate offering registration
to be registered registered share (1) price (1) fee
---------------- ---------- ------------------ ------------------ ------------
Ordinary Shares, 6,000,000 $30.72 $184,020,000 $16,929.84
with a nominal shares
value of
(euro) 5.50
per share (2)
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(1) Estimated in accordance with Rule 457(h) and 457(c) under the Securities
Act of 1933, solely for purposes of calculating the registration fee, on the
basis of the average of the high and low sale prices on the New York Stock
Exchange on May 2, 2002 for American Depositary Shares of the Registrant, each
of which represents one Ordinary Share.
(2) The Vivendi Universal ordinary shares being registered hereby may be
represented by Vivendi Universal's American Depositary Shares. A separate
Registration Statement on Form F-6, as amended, has been filed in connection
with Vivendi Universal's American Depositary Shares. Each of Vivendi
Universal's American Depositary Shares currently represents one ordinary share
of Vivendi Universal.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
have been or 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) Vivendi Universal's Form 20-F (File No. 001-16301) filed on
July 2, 2001.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the Registrant's fiscal year ended
December 31, 2000.
(c) The description of Vivendi Universal ordinary shares, nominal
value (Euro)5.50 per share, contained in the Registrant's Form 8-A filed
December 29, 2000.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of 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 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 this Registration Statement and to be
part hereof from the date of filing of such documents.
Any statement contained herein or in any 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 French commercial code provides that any clause of a corporation's
statuts that conditions legal proceedings against the members of its board of
directors or the chief executive officer on the prior approval or on the
authorization of the general shareholders' meeting or which provides in advance
for the waiver of such proceedings is void. The French commercial code also
provides that a resolution adopted at a general shareholders' meeting cannot
cause the extinction of an action brought against the members of the board of
directors for damages due to breach of duty in their official capacity. The
Registrant has Directors and Officers liability insurance that provides $200
million of protection for its officers and directors.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as incorporated by reference to another
filing of the Registrant 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 Form 20-F filed on July 2, 2001 (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, S.A.,
The Bank of New York, as depositary, and all the Owners and
Beneficial Owners from time to time of American Depositary
Shares issued thereunder (previously filed as an Exhibit to
Vivendi Universal's Registration Statement on Form 8-A dated
December 29, 2000 (and incorporated herein by reference)).
23.1 Consent of RSM Salustro Reydel and Barbier Frinault & Cie.
23.2 Consent of RSM Salustro Reydel.
24.1 Power of Attorney (included on the signature page hereto).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
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(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;
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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 Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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;
(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; and
(4) To file a post-effective amendment to the registration statement
to include any financial statements required by Item 8.A of Form 20-F at
the start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section 10(a)(3)
of the Securities Act need not be furnished, provided that the registrant
includes in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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
3
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 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
4
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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on this 3rd day of May, 2002.
VIVENDI UNIVERSAL
By /s/ George E. Bushnell, III
--------------------------------
Name: George E. Bushnell, III
Title: Vice President
We, the undersigned officers and directors of Vivendi Universal, S.A.,
hereby severally constitute and appoint Jean-Marie Messier, Jean-Francois Dubos
and George E. Bushnell III and each of them singly, our true and lawful
attorneys-in-fact, with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below the Registration Statement
filed herewith and any and all amendments to said Registration Statement, and
any registration statement in connection with this Registration Statement that
is to be effective upon filing pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and generally to do all such things in our name and behalf
in our capacities as officers and directors to enable Vivendi Universal, S.A. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto (or such
registration statement filed pursuant to Rule 462(b)).
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and this Power of Attorney have been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jean-Marie Messier Chairman of the Board of May 3, 2002
------------------------ Directors and Chief Executive
Jean-Marie Messier Officer
5
/s/ Guillaume Hannezo Chief Financial Officer May 3, 2002
------------------------ (Principal Financial and
Guillaume Hannezo Accounting Officer)
/s/ Dominique Gibert Senior Vice President, May 3, 2002
------------------------ Finance (Deputy Chief Financial
Dominique Gibert Officer)
------------------------ Director and Co-Chief Operating
Pierre Lescure Officer
/s/ Eric Licoys
------------------------ Director and Co-Chief Operating May 3, 2002
Eric Licoys Officer
------------------------ Director
Bernard Arnault
/s/ Jean-Louis Beffa
------------------------ Director May 3, 2002
Jean-Louis Beffa
/s/ Edgar Bronfman, Jr.
------------------------ Director and Vice-Chairman of May 3, 2002
Edgar Bronfman, Jr. the Board of Directors
/s/ Edgar M. Bronfman
------------------------ Director May 3, 2002
Edgar M. Bronfman
/s/ Richard H. Brown
------------------------ Director May 3, 2002
Richard H. Brown
/s/ Jean-Marc Espalioux
------------------------ Director May 3, 2002
Jean-Marc Espalioux
/s/ Philippe Foriel-Destezet
------------------------ Director May 3, 2002
Philippe Foriel-Destezet
/s/ Jacques Friedman
------------------------ Director May 3, 2002
Jacques Friedmann
------------------------ Director
Esther Koplowitz
6
/s/ Marie-Josee Kravis
------------------------ Director May 3, 2002
Marie-Josee Kravis
/s/ Henri Lachmann
------------------------ Director May 3, 2002
Henri Lachmann
/s/ Samuel Minzberg
------------------------ Director May 3, 2002
Samuel Minzberg
------------------------ Director
Simon Murray
------------------------ Director
Serge Tchuruk
/s/ Rene Thomas
------------------------ Director May 3, 2002
Rene Thomas
/s/ Marc Vienot
------------------------ Director May 3, 2002
Marc Vienot
/s/ George E. Bushnell, III
--------------------------- Authorized Representative in the May 3, 2002
George E. Bushnell, III United States
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4.1 Vivendi Universal Restated Corporate statuts (unofficial
English translation) (previously filed as an Exhibit to
Vivendi Universal's Form 20-F filed on July 2, 2001 (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,
S.A., The Bank of New York, as depositary, and all the
Owners and Beneficial Owners from time to time of American
Depositary Shares issued thereunder (previously filed as an
Exhibit to Vivendi Universal's Registration Statement on
Form 8-A dated December 29, 2000 (and incorporated herein by
reference)).
23.1 Consent of RSM Salustro Reydel and Barbier Frinault & Cie.
23.2 Consent of RSM Salustro Reydel.
24.1 Power of Attorney (included on the signature page hereto).
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the inclusion in this
registration statement on Form S-8 of our report dated April 2, 2001, except
with respect to the matters discussed in Note 16 as to which the date is
June 28, 2001, and to all references to our Firms included in or made part of
this registration statement.
Paris, France
May 3, 2002
/s/ Barbier Frinault & Cie /s/ RSM Salustro Reydel
Barbier Frinault & Cie RSM Salustro Reydel
A member firm of Andersen Worldwide
Exhibit 23.2
Vivendi Universal
Registration Statement, Form S-8
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public acountants of Vivendi, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-8 filed by
Vivendi Universal of our report, dated March 10, 2000, relating to the
consolidated balance sheet of Vivendi and its subsidiaries as of December 31,
1998 and the related consolidated statement of income, changes in
shareholder's equity and cash flow for the year then ended and to all
references to our Firm included in or made part of this registration
statement.
Paris, France
May 3, 2002
/s/ RSM Salustro Reydel
RSM Salustro Reydel