As filed with the Securities and Exchange Commission on August 28, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
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)
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Republic of France 7389 None
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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 U.S. Holding Co.
800 Third Avenue
7th Floor
New York, New York 10022
(212) 572-7000
Attention: President
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
Copies to:
Faiza J. Saeed Scott N. Wolfe Elena Baxter
Cravath, Swaine & Moore Latham & Watkins Bredin Prat
Worldwide Plaza 12636 High Bluff Drive 130, rue du Faubourg
825 Eighth Avenue Suite 300 Saint-Honore
New York, New York 10019-7472 San Diego, CA 92130 Paris, 75008 France
(212) 474-1000 (858) 523-5400 33 (1) 44 35 35 35
---------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: Upon completion of the merger referred to herein.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] Registration Number
333-64754
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED (1) BE REGISTERED (2) OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE (3) REGISTRATION FEE (3)
---------------------------------- --------------------- ----------------------- --------------------------- ---------------------
Ordinary shares, nominal value 719,488 N/A $197,400,316 $49,351
(euro)5.50 pershare
================================== ===================== ======================= =========================== =====================
(1) This registration statement relates to the registrant's ordinary shares,
nominal value (euro)5.50 per share, to be issued to holders of common
stock, par value $0.001 per share ("MP3.com common stock") of MP3.com,
Inc., a Delaware corporation ("MP3.com"), pursuant to the merger
contemplated by the Agreement and Plan of Merger, dated as of May 20,
2001, by and among Vivendi Universal, S.A., Metronome Acquisition Sub
Inc. and MP3.com, Inc. (the "Merger"), as described in the Registration
Statement on Form F-4 (Registration No. 333-64754) filed by the
Registrant. A separate registration statement on Form F-6 has been filed
in connection with the registrant's American Depositary Shares, each
representing one ordinary share of the registrant, to be issued in
connection with such transaction.
(2) Represents the number of additional ordinary shares of the Registrant
expected to be issued to holders of common stock, $0.001 par value per
share, of MP3.com, Inc. pursuant to the Merger, as described in the
Registration Statement on Form F-4 (Registration No. 333-64754) filed by
the Registrant. In connection with the filing of that Registration
Statement, 3,597,444 ordinary shares of the Registrant were registered
with the Securities and Exchange Commission and Registrant paid a fee of
$49,351. The total number of ordinary shares of the Registrant to be
issued in connection with the Merger is now expected not to exceed
4,316,932 ordinary shares.
(3) Pursuant to Rule 457(c),(f)(1) and (f)(3), and estimated solely for
purposes of calculating the registration fee, the proposed maximum
aggregate offering price of ordinary shares to be issued in connection
with the Merger was $197,400,316, which equaled (i) the product of (a)
the average of the high and low prices of MP3.com common stock of $4.865
per share, as reported on the Nasdaq National Market on July 5, 2001 and
(b) the maximum number of shares of MP3.com common stock to be canceled,
less (ii) the maximum amount of cash to be paid by the Registrant in
exchange for shares of MP3.com common stock (which equals $5.00 times
one-half the total number of shares of MP3.com common stock to be
canceled). The proposed maximum offering
price will not be affected by the registration of additional ordinary
shares of Vivendi Universal, and therefore the registration fee was paid
in full in connection with the Registration Statement on Form F-4
(Registration No. 333-64754).
EXPLANATORY NOTE
This Registration Statement is being filed by Vivendi Universal pursuant
to General Instruction H to Form F-4 Registration Statement and Rule 462(b)
issued under the Securities Act of 1933, as amended, solely to register an
additional number of ordinary shares of Vivendi Universal for issuance
pursuant to the merger contemplated by the Agreement and Plan of Merger, dated
as of May 20, 2001, as amended (the "Merger"), among Vivendi Universal, S.A.,
Metronome Acquisition Sub Inc. and MP3.com, Inc.
Vivendi Universal previously registered a total of 3,597,444 of its
ordinary shares for issuance pursuant to the Merger Agreement by means of the
currently effective Registration Statement on Form F-4 (Registration No.
333-64754) and Registrant paid a fee of $49,351 based on the proposed maximum
aggregate offering price of $197,400,316. The proposed maximum offering price
will not be affected by the registration of additional ordinary shares of
Vivendi Universal, and therefore the registration fee was paid in full in
connection with the Registration Statement on Form F-4 (Registration No.
333-64754). The total number of ordinary shares of Vivendi Universal to be
issued in connection with the Merger is now expected not to exceed 4,316,932
ordinary shares.
The contents of the prior Registration Statement on Form F-4 (Registration
No. 333-64754) are hereby incorporated by reference into this Registration
Statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
The following documents are filed as exhibits to the registration
statement:
Exhibit
Number Description
2.1 Agreement and Plan of Merger dated as of May 20, 2001, among Vivendi
Universal, S.A., Metronome Acquisition Sub Inc. and MP3.com, Inc.
(incorporated by reference to Annex A to the proxy
statement/prospectus which is a part of the Registration Statement
on Form F-4 (Registration No. 333- 64754) dated July 9, 2001).
2.2 Modification Agreement dated as of June 13, 2001, among Vivendi
Universal, S.A., Metronome Acquisition Sub Inc. and MP3.com, Inc.
(incorporated by reference to Annex A to the proxy
statement/prospectus which is part of the Registration Statement on
Form F-4 (Registration No. 333- 64754) dated July 9, 2001).
3.1 Vivendi Universal Restated Corporate statuts (organizational
document) (English translation) (incorporated by reference to the
Vivendi Universal Annual Report on Form 20-F dated July 2, 2001).
4.1 Deposit Agreement dated as of April 19, 1995, as amended and
restated as of September 11, 2000, and 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 (incorporated by reference to the Vivendi Universal
Registration Statement on Form 8-A dated December 29, 2000).
5.1 Opinion of Jean-Francois Dubos as to the validity of the securities
being issued.
8.1 Opinion of Cravath, Swaine & Moore as to certain U.S. Federal income
tax matters.
8.2 Opinion of Ernst & Young LLP as to certain U.S. Federal income tax
matters.
10.1 Merger Agreement, dated as of June 19, 2000, by and among Vivendi
S.A., Canal Plus S.A., Sofiee S.A., 3744531 Canada Inc. and The
Seagram Company Ltd. (incorporated by reference to the Vivendi
Universal Registration Statement on Form F-4 dated
October 30, 2000).
10.2 Shareholder Governance Agreement, dated as of June 19, 2000, by and
among Vivendi S.A., Sofiee S.A. and certain shareholders of The
Seagram Company Ltd. (incorporated by reference to the Vivendi
Universal Registration Statement on Form F-4 dated
October 30, 2000).
10.3 Stock and Asset Purchase Agreement, dated as of December 19, 2000,
among Vivendi Universal, S.A., Pernod Ricard S.A. and Diageo plc
(incorporated by reference to the Vivendi Universal Registration
Statement on Form F-4 dated February 5, 2001).
21.1 Subsidiaries of Vivendi Universal, S.A. (incorporated by reference
to the Vivendi Universal Annual Report on Form 20-F dated
July 2, 2001).
23.1 Consent of RSM Salustro Reydel and Barbier Frinault & Cie.
23.2 Consent of RSM Salustro Reydel.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of PricewaterhouseCoopers LLP.
23.5 Consent of Jean-Francois Dubos (included in Exhibit 5.1).
23.6 Consent of Cravath, Swaine & Moore (included in Exhibit 8.1).
23.7 Consent of Ernst & Young LLP (included in Exhibit 8.2).
24.1 Power of Attorney of certain officers and directors of Vivendi
Universal (included on the signature page of the Registration
Statement on Form F-4 (Registration No. 333-64754), dated July 9,
2001).
(b) Not applicable.
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 Registration Statement on Form
F-4 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
28th 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 28, 2001
--------------------------- (Principal Executive Officer)
Jean-Marie Messier
* Vice Chairman August 28, 2001
---------------------------
Edgar Bronfman, Jr.
* Chief Financial Officer (Principal August 28, 2001
--------------------------- Financial and Principal Accounting
Guillaume Hannezo Officer)
* Senior Vice President, Finance August 28, 2001
--------------------------- (Deputy Chief Financial Officer)
Dominique Gibert
* Director and Co-Chief Operating August 28, 2001
--------------------------- Officer
Pierre Lescure
* Director and Co-Chief Operating August 28, 2001
--------------------------- Officer
Eric Licoys
* Director August 28, 2001
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Bernard Arnault
Director
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Jean-Louis Beffa
* Director August 28, 2001
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Jean-Marc Espalioux
* Director August 28, 2001
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Philippe Foriel-Destezet
* Director August 28, 2001
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Jacques Friedmann
* Director August 28, 2001
---------------------------
Mario-Josee Kravis
* Director August 28, 2001
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Henri Lachmann
* Director August 28, 2001
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Samuel Minzberg
Director
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Simon Murray
* Director August 28, 2001
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Serge Tchuruk
* Director August 28, 2001
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Rene Thomas
* Director August 28, 2001
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Marc Vienot
Director
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Esther Koplowitz
Director
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Edgar M. Bronfman
* Director August 28, 2001
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Richard H. Brown
/s/ George E. Bushnell, III Authorized Representative in the August 28, 2001
--------------------------- United States
George E. Bushnell, III
*By: /s/ George E. Bushnell, III
------------------------------
Name: George E. Bushnell, III
Attorney-in-Fact
EXHIBIT INDEX
Exhibits
Number Description
2.1 Agreement and Plan of Merger dated as of May 20, 2001, among
Vivendi Universal, S.A., Metronome Acquisition Sub Inc. and
MP3.com, Inc. (incoporated by reference to Annex A to the proxy
statement/prospectus which is a part of the Registration
Statement on Form F-4 (Registration No. 333-64754) dated July
9, 2001).
2.2 Modification Agreement dated as of June 13, 2001, among Vivendi
Universal, S.A., Metronome Acquisition Sub Inc. and MP3.com,
Inc. (incorporated by reference to Annex A to the proxy
statement/prospectus which is part of the Registration
Statement on Form F-4 (Registration No. 333-64754) dated July
9, 2001).
3.1 Vivendi Universal Restated Corporate statuts (organizational
document) (English translation) (incorporated by reference to
the Vivendi Universal Annual Report on Form 20-F dated July 2,
2001).
4.1 Deposit Agreement dated as of April 19, 1995, as amended and
restated as of September 11, 2000, and 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 (incorporated by reference to the
Vivendi Universal Registration Statement on Form 8-A dated
December 29, 2000).
5.1 Opinion of Jean-Francois Dubos as to the validity of the
securities being issued.
8.1 Opinion of Cravath, Swaine & Moore as to certain U.S. Federal
income tax matters.
8.2 Opinion of Ernst & Young LLP as to certain U.S. Federal income
tax matters.
10.1 Merger Agreement, dated as of June 19, 2000, by and among
Vivendi S.A., Canal Plus S.A., Sofiee S.A., 3744531 Canada Inc.
and The Seagram Company Ltd. (incorporated by reference to the
Vivendi Universal Registration Statement on Form F-4 dated
October 30, 2000).
10.2 Shareholder Governance Agreement, dated as of June 19, 2000, by
and among Vivendi S.A., Sofiee S.A. and certain shareholders of
The Seagram Company Ltd. (incorporated by reference to the
Vivendi Universal Registration Statement on Form F-4 dated
October 30, 2000).
10.3 Stock and Asset Purchase Agreement, dated as of December 19,
2000, among Vivendi Universal, S.A., Pernod Ricard S.A. and
Diageo plc (incorporated by reference to the Vivendi Universal
Registration Statement on Form F-4 dated February 5, 2001).
21.1 Subsidiaries of Vivendi Universal, S.A. (incorporated by
reference to the Vivendi Universal Annual Report on Form 20-F
dated July 2, 2001).
23.1 Consent of RSM Salustro Reydel and Barbier Frinault & Cie.
23.2 Consent of RSM Salustro Reydel.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of PricewaterhouseCoopers LLP.
23.5 Consent of Jean-Francois Dubos (included in Exhibit 5.1).
23.6 Consent of Cravath, Swaine & Moore (included in Exhibit 8.1).
23.7 Consent of Ernst & Young LLP (included in Exhibit 8.2).
24.1 Power of Attorney of certain officers and directors of Vivendi
Universal (included on the signature page of the Registration
Statement on Form F-4 (Registration No. 333-64754), dated
July 9, 2001).