As filed with the Securities and Exchange Commission on November 30, 2001
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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 (I.R.S. employer
of incorporation or organization) identification no.)
133 Avenue des Champs-Elysees
Paris, France
(Address of principal 75008
executive offices) (Zip code)
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SAATCHI & SAATCHI INTERNATIONAL SHARESAVE PLAN
(Full title of the plan)
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CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 590-9100
(Name, address and telephone number of agent for service)
Copy to: Seth A. Kaplan, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Title of each
class of Amount to Proposed maximum Proposed maximum Amount of
securities to be be offering price aggregate registration
registered registered(1) per share offering price fee
----------------- ------------- ---------------- ---------------- ------------
Ordinary shares, 147,732 $9.08(2) $1,341,406 $335.35
nominal value
[EURO]0.40 per
share ("Ordinary
Shares")
Contingent value 103,700 $3.17(3) $ 328,729 $ 82.18
rights ("CVRs")
(1) The amount of Ordinary Shares and CVRs being registered represents the
estimated maximum aggregate amount issuable to employees in the United States
pursuant to the Saatchi & Saatchi International Sharesave Plan ("the Plan").
(2) In accordance with Rule 457(h), the maximum offering price per share was
calculated by multiplying the weighted average exercise price at which options
granted pursuant to the Plan may be exercised ([POUND STERLING] 6.38), converted
into U.S. dollars at the noon buying rate as of November 29, 2001.
(3) In accordance with Rule 457(h), the maximum offering price per share has
been calculated pursuant to Rule 457(c). The maximum offering price per share
was converted into U.S. dollars at the noon buying rate as of November 29,
2001.
INTRODUCTORY STATEMENT
In September 2000, Publicis Groupe S.A. (the "Company") completed a
business combination transaction with Saatchi & Saatchi plc ("Saatchi &
Saatchi") pursuant to which Saatchi & Saatchi became a wholly owned subsidiary
of the Company. As part of that transaction, options to purchase shares of
Saatchi & Saatchi that had been granted pursuant to the Plan were converted into
options to purchase Ordinary Shares and CVRs. This Registration Statement on
Form S-8 is being filed to register the Ordinary Shares and CVRs that may be
issued pursuant to the exercise of those options.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Company (File No. 001-14736) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 20-F for the fiscal year
ended December 31, 2000;
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 2000;
and
(c) The description of the Ordinary Shares, incorporated by
reference from the Company's Annual Report on Form 20-F for
the fiscal year ended December 31, 2000.
In addition, all documents and reports subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such securities remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents or reports.
ITEM 4. DESCRIPTION OF SECURITIES.
ORDINARY SHARES
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The Ordinary Shares are registered pursuant to Section 12(b) of the
Exchange Act. A description of the Ordinary Shares is incorporated by reference
from Item 3.
CVRs
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General
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A total of 103,700 CVRs may be issued to U.S. residents pursuant to the
Plan. Each CVR carries the right to receive a cash payment in euros from the
Company in circumstances, and amounts, determined with reference to (i) the
market price of the Ordinary Shares on Euronext Paris SA, measured over a
ten-day period ending March 8, 2002 (the "Reference Price") and (ii) [EURO]43.2
(the "Strike Price"). Specifically, if the Strike Price exceeds the Reference
Price on March 8, 2002, holders of CVRs will be entitled to receive, for each
CVR held, a cash payment in the amount of the difference between the Strike
Price and the Reference Price, provided that the cash payment per CVR cannot be
more than 10% of the Strike Price. If the Reference Price is equal to or exceeds
the Strike Price, no payments will be made to CVR holders and the CVRs will
expire.
Method of Payment
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If any payments are due to holders of CVRs, they will be made within 60
days of March 8, 2002. Settlement of any payments will be made through SICOVAM
and credited to the account of a holder with a financial intermediary accredited
in France or, in the absence of instructions from the relevant holder, by check
to holders who do not have such an account (in which case the check will be sent
to the holder by mail, at the holder's risk).
Taxes and Expenses
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Taxes and other costs incurred in the redemption of the CVRs will be
deducted from the payments made.
Adjustment
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The Reference Price will be adjusted to reflect any of the following
events:
o an issue by the Company of securities on a pre-emptive basis;
o an allotment of shares by the Company pursuant to a capitalization of
profits or reserves (including share premium reserve and any capital
redemption reserve);
o a sub-division, consolidation or reduction of the Company's share
capital;
o payment by the Company of an exceptional dividend; or
o a merger or demerger involving the Company.
Trading
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The CVRs currently trade on the Euronext Paris SA. They trade separately
from the Ordinary Shares. The table below sets forth, for the periods
indicated, the reported high and low sales prices of the CVRs on the Euronext
Paris SA in euros. The closing price of the CVRs on the Euronext Paris SA
on November 29, 2001 was [EURO]3.57.
HIGH LOW
2001
Third Quarter 4.45 3.25
Second Quarter 3.65 2.01
First Quarter 3.07 1.81
2000
Fourth Quarter 3.08 1.40
Amendment
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The terms of the CVRs may be amended by a resolution approved by a
majority of CVR holders present or represented by proxy at a duly convened
meeting of CVR holders.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The French Commercial Code does not permit a company to indemnify its
directors or officers against their civil liabilities to the company or to third
parties for violations of the French Commercial Code, violations of the
company's statuts or for mismanaging the company. However, if a director or
officer is sued by a third party in his or her official capacity and ultimately
prevails in the litigation on all counts, but is nevertheless required to bear
attorney's fees and costs, the company can in specified circumstances reimburse
those fees and costs pursuant to an indemnification arrangement with the
director or officer. Any such indemnification arrangement must be approved by
the Company's supervisory board and its shareholders. A French corporation is
responsible to third parties for the consequences of wrongful decisions of its
management board. However, if those decisions are deemed to constitute
mismanagement, the relevant member of the management board may have to indemnify
the company in part or in full. The French Commercial Code does not prohibit a
company from purchasing directors' and officers' insurance for its managers. The
Company has purchased insurance for all of its directors and executive officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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4 Statuts of the Company (unofficial English translation)
(incorporated by reference to Exhibit 1 to the Company's Annual
Report on Form 20-F for the fiscal year ended December 31, 2000).
23 Consent of Ernst & Young Audit and Mazars & Guerard S.A.
24 Powers of Attorney of certain officers and directors of the Company
(included on signature pages of 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 of 1933;
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(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 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement,
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange 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 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 Company
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 Paris, France on this 30th day of November, 2001.
PUBLICIS GROUPE S.A.
By: /s/ Maurice Levy
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Name: Maurice Levy
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Maurice Levy, Jean-Paul Morin and Jean-Michel
Etienne, and each of them severally, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary 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 either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on November 30, 2001.
Signature Title
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/s/ Elisabeth Badinter Chair of the Supervisory Board
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Elisabeth Badinter
/s/ Robert Badinter Member of the Supervisory Board
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Robert Badinter
/s/ Simon Badinter Member of the Supervisory Board
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Simon Badinter
/s/ Michel Cicurel Member of the Supervisory Board
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Michel Cicurel
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/s/ Helene Ploix Member of the Supervisory Board
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Helene Ploix
/s/ Amaury-Daniel de Seze Member of the Supervisory Board
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Amaury-Daniel de Seze
/s/ Henri-Calixte Suaudeau Member of the Supervisory Board
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Henri-Calixte Suaudeau
/s/ Gerard Worms Member of the Supervisory Board
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Gerard Worms
/s/ Maurice Levy Principal Executive Officer
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Maurice Levy
/s/ Jean-Michel Etienne Principal Financial Officer and
------------------------- Principal Accounting Officer
Jean-Michel Etienne
/s/ Doug Henderson Authorized Representative in the
------------------------- U.S., President of Publicis USA
Doug Henderson Holdings, Inc.
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EXHIBIT INDEX
Exhibit
Number Description
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4 Memorandum and Articles of Association of the Company
(incorporated by reference to Exhibit 1 to the Company's Annual
Report on Form 20-F for fiscal year ended December 31, 2000).
23 Consent of Ernst & Young Audit and Mazars & Guerard S.A.
24 Powers of Attorney of certain officers and directors of the Company
(included on signature pages of this Registration Statement).
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