As Filed with the Securities and Exchange Commission on August 29, 2001
Registration No. 333-64754
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO FORM F-4
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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MP3.com, Inc. Amended and Restated 1998 Equity Incentive Plan
MP3.com, Inc. 2000 Equity Incentive 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
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price per aggregate offering registration
to be registered registered(1) share price fee(2)
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Ordinary Shares, with a 1,027,775 -- -- --
nominal value of
(euro) 5.50 per share (3)
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[1] This Post-Effective Amendment No. 1 on Form S-8 to the Registration
Statement on Form F-4 (Registration No. 333-64754), covers 1,027,775 ordinary
shares, nominal value (euro) 5.50 ("Vivendi Universal ordinary shares"), of
Vivendi Universal originally registered on such Registration Statement. On
August 28, 2001, with reference to the Registration Statement on Form F-4
(Registration No. 333-64754), Vivendi Universal registered an additional
719,488 Vivendi Universal ordinary shares pursuant to Rule 462(b) of the
Securities Act of 1933, as amended.
[2] All filing fees payable in connection with the registration of these
securities were paid in connection with the filing of the Registration
Statement on Form F-4 (Registration No. 333-64754), to register 3,597,444
Vivendi Universal ordinary shares issuable to the stockholders of MP3.com,
Inc.
[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. Each of Vivendi
Universal's American Depositary Shares currently represents one ordinary share
of Vivendi Universal.
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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 July 2, 2001.
(b) All other reports filed by the Registrant pursuant to
Section 13(d) 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, 2000.
(c) The description of Vivendi Universal ordinary shares,
nominal value (U)5.50 per share, contained in the Registrant's Form
F-4 filed July 9, 2001.
All documents filed by the Registration 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 Registrant 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 the Registrant.
The Registrant maintains insurance, at its own expense, to protect
itself and any director, officer, employee or agent of the Registrant or of
any other entity affiliated with the Registrant 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 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 July 2, 2001 (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.
23.2 Consent of RSM Salustro Reydel.
24.1 Power of Attorney (previously included on the signature
pages to this Registration Statement).
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;
2
(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 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; 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, 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 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 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.
3
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 Post-Effective Amendment
No. 1 on Form S-8 to Form F-4 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 August, 2001.
VIVENDI UNIVERSAL
By /s/ George E. Bushnell, III
---------------------------------
Name: George E. Bushnell, III
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman and Chief Executive Officer August 29, 2001
--------------------------- (Principal Executive Officer)
Jean-Marie Messier
* Vice Chairman August 29, 2001
---------------------------
Edgar Bronfman, Jr.
* Chief Financial Officer (Principal August 29, 2001
--------------------------- Financial and Principal Accounting
Guillaume Hannezo Officer)
* Senior Vice President, Finance August 29, 2001
--------------------------- (Deputy Chief Financial Officer)
Dominique Gibert
* Director and Co-Chief Operating August 29, 2001
--------------------------- Officer
Pierre Lescure
* Director and Co-Chief Operating August 29, 2001
--------------------------- Officer
Eric Licoys
* Director August 29, 2001
---------------------------
Bernard Arnault
Director
---------------------------
Jean-Louis Beffa
* Director August 29, 2001
---------------------------
Jean-Marc Espalioux
* Director August 29, 2001
---------------------------
Philippe Foriel-Destezet
* Director August 29, 2001
---------------------------
Jacques Friedmann
* Director August 29, 2001
---------------------------
Mario-Josee Kravis
* Director August 29, 2001
---------------------------
Henri Lachmann
* Director August 29, 2001
---------------------------
Samuel Minzberg
Director
---------------------------
Simon Murray
* Director August 29, 2001
---------------------------
Serge Tchuruk
* Director August 29, 2001
---------------------------
Rene Thomas
* Director August 29, 2001
---------------------------
Marc Vienot
Director
---------------------------
Esther Koplowitz
Director
---------------------------
Edgar M. Bronfman
* Director August 29, 2001
---------------------------
Richard H. Brown
/s/ George E. Bushnell, III Authorized Representative in the August 29, 2001
--------------------------- United States
George E. Bushnell, III
*By: /s/ George E. Bushnell, III
------------------------------
Name: George E. Bushnell, III
Attorney-in-Fact
5
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 July 2, 2001 (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 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 (previously included on the signature
pages to this Registration Statement).