As filed with the Securities and Exchange Commission on June 30, 2005
Registration No. 333-81830
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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, 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, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
Vivendi Universal Games, Inc. 401(k) Plan
Vivendi Universal Games, Inc. Executive Deferred Compensation Plan
(Full Title of Plans)
Vivendi Universal U.S. Holding Co.
800 Third Avenue
7th Floor
New York, NY 10022
(212) 572-7000
Attention: President
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Akiko Mikumo, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue, New York, New York 10153
(212) 310-8000
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DEREGISTRATION OF SECURITIES
On January 31, 2002, Vivendi Universal, S.A. (the "Company") filed a
registration statement on Form S-8 (No. 333-81830). The registration statement
registered a total of 2,500,000 Ordinary Shares of the Company, with a nominal
value of (euro)5.50 per share (the "Ordinary Shares"), issuable to the
participants in the Houghton Mifflin Company 401(k) Savings Plan, the Vivendi
Universal Games, Inc. 401(k) Plan, the MP3.com 401(k) Plan, the Vivendi
Universal Games, Inc. Executive Deferred Compensation Plan, and $200,000 of
Deferred Compensation Obligations.
The offerings with respect to the Vivendi Universal Games, Inc.
401(k) Plan and the Vivendi Universal Games, Inc. Executive Deferred
Compensation Plan terminated on December 7, 2004. Pursuant to the undertaking
contained in the registration statement, the Company files this post-effective
amendment to the registration statement to deregister the Ordinary Shares and
Deferred Compensation Obligations that remain unsold in respect of the Vivendi
Universal Games, Inc. 401(k) Plan and the Vivendi Universal Games, Inc.
Executive Deferred Compensation Plan as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the City of New York, State of New York, on this 30th day of June,
2005.
VIVENDI UNIVERSAL, S.A.
By: /s/ George E. Bushnell, III
---------------------------------------
Name: George E. Bushnell, III
Title: Senior 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 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York, New York, on this 30th day
of June, 2005.
VIVENDI UNIVERSAL GAMES, INC. 401(k) PLAN
By: /s/ John Ma
-----------------------------------------
Name: John Ma
Title: Vice President, Compensation and
Benefits
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 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York, New York, on this 30th day
of June, 2005.
VIVENDI UNIVERSAL GAMES, INC. EXECUTIVE
DEFERRED COMPENSATION PLAN
By: /s/ John Ma
---------------------------------------
Name: John Ma
Title: Vice President, Compensation
and Benefits
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Jean-Bernard Levy Chief Executive Officer June 30, 2005
----------------------------------- and Chairman of the Management
Jean-Bernard Levy Board (Principal Executive Officer)
Signature Title Date
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/s/ Jacques Espinasse Chief Financial Officer June 30, 2005
----------------------------------- (Principal Financial Officer
Jacques Espinasse and Principal Accounting Officer)
/s/ Jean-Rene Fourtou Chairman of the Supervisory Board June 30, 2005
-----------------------------------
Jean-Rene Fourtou
/s/ Claude Bebear Member of the Supervisory Board June 30, 2005
-----------------------------------
Claude Bebear
/s/ Gerard Bremond Member of the Supervisory Board June 30, 2005
---------------------------------------
Gerard Bremond
/s/ Fernando Falco y Fernandez de Cordova Member of the Supervisory Board June 30, 2005
-----------------------------------------
Fernando Falco y Fernandez de Cordova
/s/ Gabriel Hawawini Member of the Supervisory Board June 30, 2005
------------------------------------------
Gabriel Hawawini
/s/ Henri Lachmann Member of the Supervisory Board June 30, 2005
-----------------------------------------
Henri Lachmann
/s/ Pierre Rodocanachi Member of the Supervisory Board June 30, 2005
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Pierre Rodocanachi
/s/ Sarah Frank Member of the Supervisory Board June 30, 2005
-----------------------------------------
Sarah Frank
/s/ Patrick Kron Member of the Supervisory Board June 30, 2005
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Patrick Kron
/s/ Andrzej Olechowski Member of the Supervisory Board June 30, 2005
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Andrzej Olechowski
/s/ George E. Bushnell, III Authorized Representative in June 30, 2005
-------------------------------------------- the United States
George E. Bushnell, III