As Filed with the Securities and Exchange Commission on June 4, 2002
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 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)
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Vivendi Universal U.S. Nonqualified Employee Stock Purchase Plan
(Full Title of Plans)
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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)
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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
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price per aggregate offering registration
to be registered registered (1) share (2) price (2) fee (2)
Ordinary Shares, with 1,250,000 N/A N/A N/A
a nominal value of
(Euro) 5.50 per share (3)
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
(2) Under Instruction E to the General Instructions to Form S-8 and
Interpretation 89 under Section G of the Manual of Publicly Available Telephone
Interpretations of the Division of Corporation Finance of the Securities and
Exchange Commission (July 1997), the Registrant hereby reallocates 1,250,000
ordinary shares registered under the registration statement on Form S-8 (File
No. 333-72270) dated as of October 26, 2001 (the "Prior S-8") to this
registration statement and carries forward to this registration statement
$14,278.25 of the filing fee paid in connection with the Prior S-8 with respect
to such shares. The Registrant expects to file with the Securities and Exchange
Commission a post-effective amendment to the Prior S-8 to reflect the
above-mentioned reallocation of the Registrant's ordinary shares.
(3) 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.
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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 May
28, 2002.
(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, 2001.
(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 or the Vivendi Universal U.S.
Nonqualified Employee Stock Purchase Plan (the "Plan") 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
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4.1 Vivendi Universal Restated Corporate statuts (unofficial
English translation) (previously filed as an Exhibit to
Vivendi Universal's Form 20-F filed on May 28, 2002 (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 hereunder (previously filed as an
Exhibit to Vivendi Universal's Registration Statement on
Form 8-A dated December 29, 2000 (and incorporated herein be
reference)).
23.1 Consent of RSM Salustro Reydel and Barbier Frinault & Cie.
24.1 Power of Attorney (included on the signature page hereto).
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;
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(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 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
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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.
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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 June, 2002.
VIVENDI UNIVERSAL
By /s/ George E. Bushnell III
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Name: George E. Bushnell III
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 June, 2002.
VIVENDI UNIVERSAL U.S.
NONQUALIFIED EMPLOYEE STOCK
PURCHASE PLAN
By /s/ Daniel J. Losito
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Name: Daniel J. Losito
Title: Vice President
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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
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/s/ Jean-Marie Messier Chairman of the Board of June 3, 2002
--------------------------- Directors and Chief Executive
Jean-Marie Messier Officer
/s/ Guillaume Hannezo Chief Financial Officer June 3, 2002
--------------------------- (Principal Financial and
Guillaume Hannezo Accounting Officer)
/s/ Dominique Gibert Senior Vice President, June 3, 2002
--------------------------- Finance (Deputy Chief
Dominique Gibert Financial Officer)
--------------------------- Director and Co-Chief
Eric Licoys Operating Officer
--------------------------- Director
Bernard Arnault
/s/ Edgar Bronfman, Jr.
--------------------------- Director and Vice Chairman June 3, 2002
Edgar Bronfman, Jr. of the Board of Directors
/s/ Edgar M. Bronfman
--------------------------- Director June 3, 2002
Edgar M. Bronfman
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/s/ Richard H. Brown
--------------------------- Director June 3, 2002
Richard H. Brown
--------------------------- Director
Jean-Marc Espalioux
--------------------------- Director
Philippe Foriel-Destezet
/s/ Jacques Friedman
--------------------------- Director June 3, 2002
Jacques Friedman
/s/ Esther Koplowitz
--------------------------- Director June 3, 2002
Esther Koplowitz
/s/ Marie-Josee Kravis
--------------------------- Director June 3, 2002
Marie-Josee Kravis
--------------------------- Director
Henri Lachmann
/s/ Samuel Minzberg
--------------------------- Director June 3, 2002
Samuel Minzberg
--------------------------- Director
Simon Murray
--------------------------- Director
Serge Tchuruk
/s/ Marc Vienot
--------------------------- Director June 3, 2002
Marc Vienot
/s/ George E. Bushnell III
--------------------------- Authorized Representative June 3, 2002
George E. Bushnell III in the United States
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Vivendi Universal Restated Corporate statuts (unofficial
English translation) (previously filed as an Exhibit to
Vivendi Universal's Form 20-F filed on May 28, 2002.
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 hereunder (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.
24.1 Power of Attorney (included on the signature pages hereto).
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