As Filed with the Securities and Exchange Commission on August 11, 2003
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, S.A.
(Exact name of registrant as specified in its charter)
France None
(State or other jurisdiction of (I.R.S. Employer Identification No.)
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 Stock Option 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 LLP 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 securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share (1) price (1)
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Ordinary Shares, with 20,000,000 shares $16.96 $339,200,000 $27,441.28
a nominal 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 August 8, 2003 for American Depositary Shares of Vivendi
Universal, 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.
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
Vivendi Universal 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
June 30, 2003.
(b) All other reports filed by Vivendi Universal pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 2002.
(c) The description of Vivendi Universal ordinary shares,
nominal value (Euro) 5.50 per share, contained in Vivendi
Universal's Form 8-A filed December 29, 2000.
All documents filed by Vivendi Universal 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. Vivendi Universal 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 Vivendi Universal with the Commission, each of the following
is filed herewith:
Exhibit Description
Number
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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 June 30, 2003 (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:
(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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 7th day of August, 2003.
VIVENDI UNIVERSAL, S.A.
By /s/ George E. Bushnell, III.
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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-Rene Fourtou, 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,
and all requirements of the 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, 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-Rene Fourtou
----------------------------------------- Chairman of the Board of Directors and Chief August 7, 2003
Jean-Rene Fourtou Executive Officer (Principal Executive Officer)
/s/ Jacques Espinasse
----------------------------------------- Senior Executive Vice President and Chief Financial August 7, 2003
Jacques Espinasse Officer (Principal Financial Officer)
/s/ Hubert Joly
----------------------------------------- Executive Vice President, Deputy Chief Financial August 7, 2003
Hubert Joly Officer (Principal Accounting Officer)
/s/ Claude Bebear
----------------------------------------- Director August 7, 2003
Claude Bebear
/s/ Gerard Bremond
----------------------------------------- Director August 7, 2003
Gerard Bremond
/s/ Bertrand Collomb
----------------------------------------- Director August 7, 2003
Bertrand Collomb
/s/ Fernando Falco y Fernandez de Cordova
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Fernando Falco y Fernandez de Cordova Director August 7, 2003
/s/ Paul Fribourg
----------------------------------------- Director August 7, 2003
Paul Fribourg
/s/ Gabriel Hawawini
----------------------------------------- Director August 7, 2003
Gabriel Hawawini
----------------------------------------- Director August 7, 2003
Gerard Kleisterlee
/s/ Marie-Josee Kravis
----------------------------------------- Director August 7, 2003
Marie-Josee Kravis
/s/ Henri Lachmann
----------------------------------------- Director August 7, 2003
Henri Lachmann
/s/ George E. Bushnell, III
----------------------------------------- Authorized Representative in the United States August 7, 2003
George E. Bushnell, III
EXHIBIT INDEX
Exhibit Description
Number
4.1 Vivendi Universal Restated Corporate statuts (unofficial
English translation) (previously filed as an Exhibit to Vivendi
Universal's Form 20-F filed on June 30, 2003 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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