As Filed with the Securities and Exchange Commission on
June 6, 2002, 2002 Registration No. 333-72270
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
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 U.S. Employee Stock Purchase 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
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EXPLANATORY NOTE
As a result of the acquisition of control of the entertainment assets of
USA Interactive, (formerly known as USA Networks, Inc.) by the Registrant and
its affiliates, as disclosed in the Registrant's report on Form 6-K (File No.
001-16301) dated as of May 8, 2002, certain participants, who participated in
the Vivendi Universal U.S. Employee Stock Purchase Plan, with respect to which
the Registrant previously filed a registration statement on Form S-8 (No.
333-72270) dated as of October 26, 2001 (the "Prior S-8"), no longer
participate in such plan and instead may participate in the Vivendi Universal
U.S. Nonqualified Employee Stock Purchase Plan with respect to which the
Registrant has filed a separate registration statement on Form S-8 (No.
333-89754) dated as of June 4, 2002 (the "New S-8"). Accordingly, under
Instruction E to the General Instructions to Form S-8 and Interpretation 89
under Section G of the Manual of Publicly Available Telephone Interpretations
of the Division of Corporation Finance of the Securities and Exchange
Commission (July 1997), the Registrant hereby reallocates 1,250,000 ordinary
shares registered under the Prior S-8 to the New S-8 and carries forward to
the New S-8 $14,278.25 of the filing fee paid in connection with the Prior S-8
with respect to such shares.
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 Post-Effective
Amendment No. 1 or as prospectuses or prospectus supplements pursuant to Rule
424. These documents and the documents incorporated by reference into this
Post-Effective Amendment No. 1 pursuant to Item 3 of Part II of this
Post-Effective Amendment No. 1, 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 U.S.
Employee Stock Purchase Plan (the "Plan") pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, subsequent to the effective date of this
Post-Effective Amendment No. 1, prior to the filing of a post-effective
amendment to this Post-Effective Amendment No. 1 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 Post-Effective Amendment No. 1
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 Post-Effective Amendment No. 1 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 Post-Effective Amendment No. 1.
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.
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 by reference)).
23.1 Consent of RSM Salustro Reydel and Barbier Frinault & Cie.
24.1 Power of Attorney (filed as Exhibit 24.1 to the
Registration Statement on Form S-8 (File No. 333-72270)
filed by the Registrant on October 26, 2001, and
incorporated herein by reference.
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
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York, New York, on this 5th day of June,
2002.
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, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York, New York, on this 5th day
of June, 2002.
VIVENDI UNIVERSAL U.S. EMPLOYEE
STOCK PURCHASE PLAN
By /s/ Daniel J. Losito
---------------------------
Name: Daniel J. Losito
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
*
---------------------------- Chairman and Chief Executive June 5, 2002
Jean-Marie Messier Officer (Principal Executive
Officer)
*
---------------------------- Vice Chairman June 5, 2002
Edgar Bronfman, Jr.
* Chief Financial Officer (Principal June 5, 2002
---------------------------- Financial and Principal
Guillaume Hannezo Accounting Officer)
* Senior Vice President, June 5, 2002
---------------------------- Finance (Deputy Chief Financial
Dominique Gibert Officer)
*
---------------------------- Director and Co-Chief Operating June 5, 2002
Pierre Lescure Officer
*
---------------------------- Director and Co-Chief Operating June 5, 2002
Eric Licoys Officer
* Director June 5, 2002
----------------------------
Bernard Arnault
*
---------------------------- Director June 5, 2002
Jean-Louis Beffa
*
---------------------------- Director June 5, 2002
Jean-Marc Espalioux
---------------------------- Director
Philippe Foriel-Destezet
*
----------------------------- Director June 5, 2002
Jacques Friedmann
*
---------------------------- Director June 5, 2002
Marie-Josee Kravis
*
---------------------------- Director June 5, 2002
Henri Lachmann
*
---------------------------- Director June 5, 2002
Samuel Minzberg
--------------------------- Director
Simon Murray
*
---------------------------- Director June 5, 2002
Serge Tchuruk
---------------------------- Director
Rene Thomas
*
---------------------------- Director June 5, 2002
Marc Vienot
---------------------------- Director
Esther Koplowitz
---------------------------- Director
Edgar M. Bronfman
---------------------------- Director
Richard H. Brown
/s/ George E. Bushnell III Authorized Representative in the June 5, 2002
---------------------------- United States
George E. Bushnell III
*By: /s/ George E. Bushnell III
----------------------------
Name: George E. Bushnell III
Attorney-in-fact
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 by
reference)).
23.1 Consent of RSM Salustro Reydel and Barbier Frinault &
Cie.
24.1 Power of Attorney (filed as Exhibit 24.1 to the
Registration Statement on Form S-8 (File No. 333-72270)
filed by the Registrant on October 26, 2001, and
incorporated herein by reference.