AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 2006
REGISTRATION NO. 333-_________
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UNITED STATES
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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PUBLICIS GROUPE S.A.
(Exact name of registrant as specified in its charter)
REPUBLIC OF FRANCE NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
133, AVENUE DES CHAMPS-ELYSEES
75008 PARIS
FRANCE
(Address of principal executive offices, including zip code)
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PUBLICIS GROUPE STOCK OPTION PLAN 2003-2005
(Full title of the plan)
CT CORPORATION SYSTEM
111 EIGHTH AVENUE
NEW YORK, NEW YORK 10011
(212) 590-9100
COPIES TO:
SAMI L. TOUTOUNJI, ESQ.
SHEARMAN & STERLING LLP
114, AVENUE DES CHAMPS-ELYSIES
75008 PARIS, FRANCE
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed maximum Amount of
securities registered (1) maximum aggregate registration
to be offering price offering price fee
registered per share
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Ordinary Shares, 5,500,000 (2) $31.39 (3) $172,645,000 (3) $18,473.02
nominal value
(euro)0.40 per
share
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(1) This registration statement on Form S-8 (this "REGISTRATION STATEMENT")
shall also cover any additional ordinary shares, nominal value (euro) 0.40
per share ("ORDINARY SHARES"), of Publicis Groupe S.A. (the "Registrant")
which become issuable under the Publicis Groupe Stock Option Plan
2003-2005 (the "Stock Option Plan") by reason of any stock dividend, stock
split, recapitalization or any other similar transaction or similar
transaction effected without the receipt of consideration which results in
an increase in the number of outstanding Ordinary Shares.
(2) Represents Ordinary Shares subject to outstanding awards under the Stock
Option Plan.
(3) Based on the weighted-average exercise price of the stock options of
(euro)24.82 per share, pursuant to Rule 457(h) under the Securities Act of
1933, as amended (the "SECURITIES ACT"), as converted into U.S. dollars at
the noon buying rate, as certified for customs purposes by the Federal
Reserve Bank of New York, on June 8, 2006.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE ANNUAL INFORMATION.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities
and Exchange Commission (the "SEC") by the Registrant are incorporated
by reference in this Registration Statement:
(a) the Registrant's annual report on Form 20-F (No.
001-14736), as filed with the SEC on April 21, 2006 (the "Annual Report
on Form 20-F"), pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "EXCHANGE ACT"), which contains audited
financial statements for the Registrant's latest financial year for
which such statements have been filed;
(b) the description of the Registrant's Ordinary Shares set
forth in Item 10 in the Registrant's Annual Report on Form 20-F with
the exception of the sections captioned "Material Contracts", "Exchange
Controls", "Taxation", "Documents on Display", and "Enforceability Of
Civil Liabilities Against Foreign Persons", including any amendment or
report for the purpose of updating such description; and
(c) the Registrant's reports on Form 6-K (File No.
001-14736), as furnished to the SEC on February 8, 2006 and March 6,
2006 and May 4, 2006.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be a part hereof from the date of
filing such documents. In addition, reports on Form 6-K deemed filed by
the Registrant with the SEC shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from
the date such documents are filed with the SEC.
Any statement contained in a document 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 incorporated by reference herein modified 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.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant maintains liability insurance for its directors
and officers, including insurance against liabilities under
the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See attached exhibit list.
ITEM 9. UNDERTAKINGS.
(a) The 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
this 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 this Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information 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
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(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
this 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 SEC 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
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.
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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 Paris, France, on June 9, 2006.
PUBLICIS GROUPE S.A.
By: /s/ Maurice Levy
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Name: Maurice Levy
Title: Chief Executive Officer
and Chairman of the
Management Board
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Maurice Levy and
Jean-Michel Etienne his true and lawful attorney-in-fact and agent, and each of
them acting alone, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign and to file
any and all amendments to this Registration Statement (including post-effective
amendments) with the Securities and Exchange Commission, granting to said
attorney-in-fact and agent full power and authority to perform any other act on
behalf of the undersigned required to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them or their or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities indicated.
Signature Title Date
/s/ Elisabeth Badinter
--------------------------- Chairperson of the Supervisory June 9, 2006
Elisabeth Badinter Board
/s/ Sophie Dulac
--------------------------- Vice-Chairperson of the June 9, 2006
Sophie Dulac Supervisory Board
/s/ Monique Bercault
--------------------------- Member of the Supervisory June 9, 2006
Monique Bercault Board
/s/ Leone Meyer
--------------------------- Member of the Supervisory June 9, 2006
Leone Meyer Board
/s/ Helene Ploix
--------------------------- Member of the Supervisory June 9, 2006
Helene Ploix Board
/s/ Simon Badinter
--------------------------- Member of the Supervisory June 9, 2006
Simon Badinter Board
--------------------------- Member of the Supervisory
Michel Cicurel Board
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/s/ Michel David-Weill
--------------------------- Member of the Supervisory June 9, 2006
Michel David-Weill Board
--------------------------- Member of the Supervisory
Michel Halperin Board
--------------------------- Member of the Supervisory
Tateo Mataki Board
/s/ Yutaka Narita
--------------------------- Member of the Supervisory June 9, 2006
Yutaka Narita Board
/s/ Felix George Rohatyn
--------------------------- Member of the Supervisory June 9, 2006
Felix George Rohatyn Board
/s/ Amaury de Seze
--------------------------- Member of the Supervisory June 9, 2006
Amaury de Seze Board
/s/ Henri-Calixte Suaudeau
--------------------------- Member of the Supervisory June 9, 2006
Henri-Calixte Suaudeau Board
/s/ Gerard Worms
--------------------------- Member of the Supervisory June 9, 2006
Gerard Worms Board
/s/ Maurice Levy
--------------------------- Principal Executive June 9, 2006
Maurice Levy Officer
/s/ Jean-Michel Etienne
--------------------------- Chief Financial Officer June 9, 2006
Jean-Michel Etienne and Chief Accounting
Officer
/s/ John Betley
--------------------------- Authorized Representative June 9, 2006
John Betley in the U.S.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Registrant's STATUTS (bylaws) (unofficial English translation)
(incorporated by reference from Exhibit 1 to the Registrant's
annual report on Form 20-F for the fiscal year ended December
31, 2001).
4.2* Rules of the Publicis Groupe Stock Option Plan 2003-2005.
23.1* Consent of Independent Auditor (Ernst & Young Audit).
23.2* Consent of Independent Auditors (Ernst & Young Audit and Mazars
& Guerard, S.A.
24.1* Powers of Attorney (included on the Signature Page).
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* Filed herewith.
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