-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SX2VhEkk5d569Dbfmhuho7C8h1E7Tper7s012ngR5uMVMBWdGtLtlBfL5ytmcPpI O8eDr4cBw51gKf7UaINGQQ== 0000898822-00-000982.txt : 20001212 0000898822-00-000982.hdr.sgml : 20001212 ACCESSION NUMBER: 0000898822-00-000982 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20001211 EFFECTIVENESS DATE: 20001211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIVENDI UNIVERSAL CENTRAL INDEX KEY: 0001127055 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-51654 FILM NUMBER: 787184 BUSINESS ADDRESS: STREET 1: 42 AVENUEDE FRIEDLAND STREET 2: 75380 PARIS CEDEX CITY: 08 FRANCE STATE: I0 ZIP: 00000 BUSINESS PHONE: 0113317171 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on December 11, 2000 Registration No. 333- ================================================================================ 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 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) ------------------ VIVENDI 10 STOCK OPTION PLAN (Full Title of the Plan) ------------------ 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) ------------------ COPIES TO: DAVID A. KATZ JEAN-FRANCOIS PRAT WACHTELL, LIPTON, ROSEN & KATZ BREDIN PRAT 51 WEST 52ND STREET 130, RUE DU FAUBOURG NEW YORK, NEW YORK 10019 SAINT-HONORE (212) 403-1000 PARIS, 75008 FRANCE 33 (1) 40 74 6860 CALCULATION OF REGISTRATION FEE ========================================================================================== TITLE OF AMOUNT PROPOSED PROPOSED MAXIMUM SECURITIES TO BE MAXIMUM AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED(1) OFFERING OFFERING PRICE REGISTRATION PRICE FEE(2) PER SHARE Ordinary Shares, with a 300,000 $63.81 $19,143,000 $5,054 nominal value of [EURO]5.50 per share (3) - ------------------------------------------------------------------------------------------
(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 maybe represented by the Registrant's American Depositary Shares. A separate Registration Statement on Form F-6, as amended, was filed in connection with the Vivendi Universal American Depositary Shares. Each of the Registrant's American Depositary Shares currently represents one ordinary share of the Registrant. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ---------------------------------------------------- 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"). 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 Vivendi Universal SOCIETE ANONYME organized under the laws of the Republic of France ("Vivendi Universal") are incorporated herein by reference and shall be deemed a part hereof: (a) the prospectus filed on November 2, 2000 with the Commission by the Registrant pursuant to Rule 424(b) under the Securities Act; and (b) Vivendi Universal's Registration Statement on Amendment No. 2 to Form 20-F (File No. 001-16113) filed on December 11, 2000 (the "Form 20-F"); All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (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 indicating that all Securities offered have been sold or registering all securities then remaining unsold, shall be deemed to be incorporated by reference herein or in any statement contained in a 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. -2- ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. -------------------------------------- None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ----------------------------------------- Vivendi Universal 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 Universal. Vivendi Universal maintains insurance, at its own expense, to protect itself and any director, officer, employee or agent of Vivendi Universal or of any other entity affiliated with Vivendi Universal 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. -------- 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 Amendment No. 2 on Form 20-F filed on December 11, 2000 (Registration No. 001-16113) 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 Amendment No. 2 to Form 20-F filed on December 11, 2000 (Registration No. 001-16113) 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 Jean-Francois Dubos (included in the opinion filed as exhibit 5.1) 24.1 Powers of Attorney (included on the signature page to this Registration Statement) -3- 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 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 -4- 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 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. -5- 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 Registration 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 11th day of December, 2000. VIVENDI UNIVERSAL By: /s/ Jean-Marie Messier -------------------------------------- Name: Jean-Marie Messier Title: Chairman and Chief Executive Officer We, the undersigned officers and directors of Vivendi Universal, hereby severally constitute and appoint Jean-Marie Messier, Guillaume Hannezo and Jean-Francois Dubos 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 this 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 Universal 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 held on December 11, 2000. SIGNATURE TITLE ------------------------------- --------------------------- /s/ Jean-Marie Messier Director and Principal Executive ------------------------------- Officer Jean-Marie Messier /s/ Guillaume Hannezo Principal Financial and Principal ------------------------------- Accounting Officer Guillaume Hannezo -6- SIGNATURE TITLE ------------------------------- --------------------------- /s/ Eric Licoys Director ------------------------------- Eric Licoys /s/ Bernard Arnault Director ------------------------------- Bernard Arnault /s/ Jean-Louis Beffa Director ------------------------------- Jean-Louis Beffa /s/ Jean-Marc Espalioux Director ------------------------------- Jean-Marc Espalioux Director ------------------------------- Philippe Foriel-Destezet /s/ Jacques Friedman Director ------------------------------- Jacques Friedmann /s/ Henri Lachmann Director ------------------------------- Henri Lachmann Director ------------------------------- Thomas Middelhoff Director ------------------------------- Simon Murray /s/ Serge Tchuruk Director ------------------------------- Serge Tchuruk /s/ Rene Thomas Director ------------------------------- Rene Thomas Director ------------------------------- Marc Vienot Director ------------------------------- Esther Koplowitz -7- SIGNATURE TITLE ------------------------------- --------------------------- Director ------------------------------- Edgar M. Bronfman Director ------------------------------- Charles R. Bronfman /s/ Edgar M. Bronfman, Jr. Director ------------------------------- Edgar Bronfman, Jr. Director ------------------------------- Richard H. Brown Director ------------------------------- Andre Desmarais /s/ Pierre Lescure Director ------------------------------- Pierre Lescure /s/ Michel Avenas Authorized Representative in ------------------------------- the United States Michel Avenas -8- EXHIBIT NUMBER DESCRIPTION - ---------- -------------------------------------------------------------------- 4.1 Vivendi Universal Restated Corporate STATUTS (unofficial English translation) (previously filed as an Exhibit to Vivendi Universal's Amendment No. 2 on Form 20-F filed on December 11, 2000 (Registration No. 001-16113) 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 Amendment No. 2 to Form 20-F filed on December 11, 2000 (Registration No. 001-16113) 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 Jean-Francois Dubos (included in the opinion filed as exhibit 5.1) 24.1 Powers of Attorney (included on the signature page to this Registration Statement) -9- EX-5.1 2 0002.txt EXHIBIT 5.1 Exhibit 5.1 ----------- [Vivendi Universal Letterhead] December 8, 2000 Vivendi Universal 42, avenue de Friedland 75008 Paris Ladies and Gentlemen: I am the General Counsel Chief Officer of Vivendi Universal, a SOCIETE ANONYME organized under the laws of France ("Vivendi Universal") and the successor to Vivendi, a SOCIETE ANONYME organized under the laws of France ("Vivendi"). This opinion is being furnished in connection with the filing by Vivendi Universal with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), which is registering Ordinary Shares, nominal value of [EUROS]5.50 per share, of Vivendi Universal for issuance by Vivendi Universal pursuant to the terms of the Vivendi 10 Stock Option Plan (the "Global Plan") which was implemented by Vivendi in the United States (such ordinary shares to be issued, the "Shares"). The Shares, to be represented by Vivendi Universal's American Depositary Shares (the "ADS"), are issuable to certain employees of direct and indirect subsidiaries of Vivendi Universal 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. In rendering the opinions expressed below, I have relied as to certain matters upon certificates and oral and written assurances from public officials. 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 Seagram Plans, 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 Securities Act. I hereby consent to the filing of this opinion as 2 an exhibit to the Registration Statement on Form S-8 that Vivendi Universal is filing 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/ Jean-Francois Dubos ------------------------------- Jean-Francois Dubos EX-23.1 3 0003.txt EXHIBIT 23.1 Exhibit 23.1 ------------ CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants of Vivendi, we hereby consent to the incorporation by reference in the Registration Statement on Form S-8 dated as of December 11, 2000 filed by Vivendi Universal 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 balance sheet of Vivendi and its subsidiaries as of December 31, 1999 and statements of income, changes in shareholder's equity and cash flows for the year then ended and the information with respect to accounting principles generally accepted in the United States appearing in Note 25, included in the prospectus filed on November 2, 2000 with the United States Securities Exchange Commission by Vivendi Universal pursuant to Rule 424(b) under the Securities Act of 1933, as amended. Paris, France December 11, 2000 RSM Salustro Reydel Barbier Frinault & Cie A member firm of Arthur Andersen EX-23.2 4 0004.txt EXHIBIT 23.2 Exhibit 23.2 ------------ CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants of Vivendi, we hereby consent to the incorporation by reference in the Registration Statement on Form S-8 dated as of December 11, 2000 filed by Vivendi Universal 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 balance sheet of Vivendi and its subsidiaries as of December 31, 1998 and the related consolidated statements of income, changes in shareholder's equity and cash flow for each of the years in the two year period ended December 31, 1998, included in the prospectus filed on November 2, 2000 with the United States Securities Exchange Commission by Vivendi Universal pursuant to Rule 424(b) under the Securities Act of 1933, as amended. Paris, France December 11, 2000 RSM Salustro Reydel EX-23.3 5 0005.txt EXHIBIT 23.3 Exhibit 23.3 ------------ CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants of Canal +, we hereby consent to the incorporation by reference in the Registration Statement on Form S-8 dated as of December 11, 2000 filed by Vivendi Universal in connection with the "Vivendi 10 Stock Option Plan," of (i) our report dated March 8, 2000 (except with respect to matters discussed in Note IX as to which the date is October 27, 2000), relating to the consolidated balance sheet of Canal + and its subsidiaries as of December 31, 1999 and the related consolidated statements of income for the year then ended and the information relating to accounting principles generally accepted in the United States appearing in Note IX and (ii) our report dated March 8, 2000 relating to the consolidated balance sheet of Canal + and its subsidiaries as of December 31, 1998 and the related consolidated statements of income for each of the years in the two year period ended December 31, 1998, included in the prospectus filed on November 2, 2000 with the United States Securities Exchange Commission by Vivendi Universal pursuant to Rule 424(b) under the Securities Act of 1933, as amended. Paris, France December 11, 2000 RSM Salustro Reydel Barbier Frinault & Cie A member firm of Arthur Andersen EX-23.4 6 0006.txt EXHIBIT 23.4 Exhibit 23.4 ------------ CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Vivendi Universal 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 December 8, 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 Universal's Registration Statement on Form 20-F as amended dated December 11, 2000. PricewaterhouseCoopers LLP New York, New York December 11, 2000 -----END PRIVACY-ENHANCED MESSAGE-----