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 401(k) Plan II
(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
Ordinary Shares, with a nominal value 50,000 $31.05 $1,549,500 $142.55
of (Euro) 5.50 per share (3)
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(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) 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 31, 2002 for American Depositary Shares of the Registrant, each
of which represents one Ordinary Share.
(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 401(k)
Plan II (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
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)).
5.1 In lieu of an IRS determination letter that the Vivendi
Universal 401(k) Plan II is qualified under Section 401 of
the Internal Revenue Code, the undersigned registrant
hereby undertakes that it will submit or has submitted the
Vivendi Universal 401(k) Plan II and any amendments
thereto to the IRS in a timely manner and has made or will
make all changes required by the IRS in order to qualify
the Vivendi Universal 401(k) Plan II.
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;
(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
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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 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 401(K) PLAN II
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
/s/ Jean-Marie Messier Chairman of the Board June 3, 2002
---------------------------- Directors and Chief
Jean-Marie Messier Executive Officer
/s/ Guillaume Hannezo Chief Financial Officer June 3, 2002
---------------------------- (Principal Financial
Guillaume Hannezo and Accounting Officer)
/s/ Dominique Gibert Senior Vice President June 3, 2002
---------------------------- Finance (Deputy Chief
Dominique Gibert Financial Officer)
Director and Co-Chief
---------------------------- Operating Officer
Eric Licoys
Director
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Bernard Arnault
/s/ Edgar Bronfman, Jr. Director and Vice- June 3, 2002
---------------------------- Chairman of the Board
Edgar Bronfman, Jr. 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
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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
---------------------------- in the United States
George E. Bushnell III
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
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)).
5.1 In lieu of an IRS determination letter that the
Vivendi Universal 401(k) Plan II is qualified under
Section 401 of the Internal Revenue Code, the
undersigned registrant hereby undertakes that it will
submit or has submitted the Vivendi Universal 401(k)
Plan II and any amendments thereto to the IRS in a
timely manner and has made or will make all changes
required by the IRS in order to qualify the Vivendi
Universal 401(k) Plan II.
23.1 Consent of RSM Salustro Reydel and Barbier Frinault &
Cie.
24.1 Power of Attorney (included on the signature page
hereto).
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