-----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, U9tEI2cHeiMwss2SgwiYrh2lz7ALvdtGnjCau1PjXg5sfDCBGsKB3MG/j6IAmXqA y7Rb0cubx8MIGYZP1rJMyw== 0000898822-00-001022.txt : 20010101 0000898822-00-001022.hdr.sgml : 20010101 ACCESSION NUMBER: 0000898822-00-001022 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001229 EFFECTIVENESS DATE: 20001229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIVENDI UNIVERSAL CENTRAL INDEX KEY: 0001127055 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-51654 FILM NUMBER: 799299 BUSINESS ADDRESS: STREET 1: 42 AVENUEDE FRIEDLAND STREET 2: 75380 PARIS CEDEX CITY: 08 FRANCE STATE: I0 ZIP: 00000 BUSINESS PHONE: 0113317171 S-8 POS 1 0001.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on December 29, 2000 Registration No. 333-51654 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO 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) (Full Title of the Plan) ------------------ 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 ================================================================================ EXPLANATORY NOTE Vivendi Universal is filing this Post-Effective Amendment No. 1 to its registration statement on Form S-8 (Registration No. 333-51654) to update the cross references contained in Item 3(b) and Item 8 each of which is restated below in its entirety. PART I INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. (b) the description of the Vivendi Universal's ordinary shares and American Depositary Shares contained in the registration statement on Form 8-A (Registration No. 1-16301), filed by the registrant with the Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act") on December 29, 2000 (the "Form 8-A") 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 Registration Statement on Form 8-A filed on December 29, 2000 (Registration No. 1-16301) 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 Form 8-A filed on December 29, 2000 (Registration No. 1-16301) 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 Gilbert Klajnman (included in the opinion filed as exhibit 5.1) 24.1 Powers of Attorney* * Previously filed. 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 statement 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 29th day of December 2000. VIVENDI UNIVERSAL By: /s/ Jean-Francois Dubos ---------------------------------------- Name: Jean-Francois Dubos Title: General Counsel Chief Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement and amendment thereto has been signed by the following persons in the capacities held on December 29, 2000. SIGNATURE TITLE ------------------------------- ------------------------------- * Director and Principal ------------------------------- Executive Officer Jean-Marie Messier * Principal Financial and ------------------------------- Principal Accounting Officer Guillaume Hannezo * Director ------------------------------- Eric Licoys * Director ------------------------------- Bernard Arnault * Director ------------------------------- Jean-Louis Beffa * Director ------------------------------- Jean-Marc Espalioux * Director ------------------------------- Jacques Friedmann SIGNATURE TITLE ------------------------------- ------------------------------- * Director ------------------------------- Henri Lachmann * Director ------------------------------- Serge Tchuruk * Director ------------------------------- Rene Thomas * Director ------------------------------- Edgar Bronfman, Jr. * Director ------------------------------- Pierre Lescure * Authorized Representative in ------------------------------- the United States Michel Avenas By: /s/ Jean-Francois Dubos ------------------------------- Jean-Francois Dubos Attorney-in-Fact EXHIBIT NUMBER DESCRIPTION - ---------- -------------------------------------------------------------------- 4.1 Vivendi Universal Restated Corporate STATUTS (unofficial English translation) (previously filed as an Exhibit to Vivendi Universal's Registration Statement on Form 8-A filed on December 29, 2000 (Registration No. 1-16301) 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 Form 8-A filed on December 29, 2000 (Registration No. 1-16301) 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* * Previously filed. -----END PRIVACY-ENHANCED MESSAGE-----