SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
F-6
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
For
American Deposita
ry
Shares Evidenced by America
n
Depositary Receipts
Vivendi
S.A.
(Exact
name of Issuer of deposited securities as specified in its charter)
France
(Jurisdiction
of
Incorporation or organizat
ion
of
Issuer)
JPMorgan
Chase Bank, N.A.
(Exact
name of depositary as specified in its charter)
4
New
York Plaza, New York, New York 10004
Tel.
No.:
(212) 623-0636
(Address,
including zip cod
e,
and
telephone number of dep
ositary's
principal offices)
JPMorgan
Chase Bank, N.A.
ADR
Department
4
New
York Plaza, 13
th
Floor
New
York,
New York 10004
Tel.
No.:
(212) 623-2008
(Address,
including z
ip
code, and telephone number
of
agent
for service)
Copy
to:
Scott
A.
Ziegler, Esq.
Ziegler,
Ziegler & Associates, LLP
570
Lexington Avenue, 44
th
Floor
New
York,
New York 10022
It
is
proposed that this filing become effective under Rule 466
:
immediately upon filing
¨
on
[date] at [time]
If
a
separate registration statement has been filed to register the deposited
shares,
check the following box.
¨
CALCULATION
OF REGISTRATION FEE
|
Title
of Each Class of
Securities to be Registered
|
|
|
Amount
to be
Registered
|
|
|
Proposed
Maximum
Offering
Price Per Unit (1
)
|
|
|
Proposed
Maximum
Aggregate
Offering
Price (2)
|
|
|
Amount of
Registration
Fee
|
|
|
American Depositary Shares
evidenced by American Depositary Receipts, each American Depositary
Share
representing one-fifth of one ordinary share of Vivendi
SA
|
|
|
50,000,000
|
|
$
|
0.05
|
|
$
|
2,500,000
|
|
$
|
98.25
|
|
(1)Each
unit represents one American Depositary Share.
(2)Estimated
solely for the purpose of calculating the registration fee. Pursuant to Rule
457(k), such estimate is computed on the basis of the maximum aggregate fees
or
charges to be imposed in connection with the issuance of such Receipts
evidencing such American Depositary Shares.
PART
I
INFORMATION
REQUIRED IN PROSPECTUS
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
|
Item
Number and Caption
|
|
Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
|
|
|
|
|
|
|
(1)
|
Name
and address of Depositary
|
|
Introductory
paragraph
|
|
(2)
|
Title
of American Depositary Receipts and identity of deposited
securities
|
|
Face
of American Depositary Receipt, top center
|
|
|
|
|
|
|
Terms
of Deposit:
|
|
|
|
(i)
|
Amount
of deposited securities represented by one unit of American Depositary
Shares
|
|
Face
of American Depositary Receipt, upper right
corner
|
|
(ii)
|
Procedure
for voting, if any, the deposited securities
|
|
Articles
(12) and (14)
|
|
(iii)
|
Collection
and distribution of dividends
|
|
Article
(13)
|
|
(iv)
|
Transmission
of notices, reports and proxy soliciting material
|
|
Articles
(11) and (12)
|
|
(v)
|
Sale
or exercise of rights
|
|
Articles
(13) and (14)
|
|
(vi)
|
Deposit
or sale of securities resulting from dividends, splits or plans
of
reorganization
|
|
Articles
(13) and (16)
|
|
(vii)
|
Amendment,
extension or termination of the Deposit Agreement
|
|
Articles
(18) and (19)
|
|
(viii)
|
Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of receipts
|
|
Article
(3)
|
|
(ix)
|
Restrictions
upon the right to deposit or withdraw the underlying
securities
|
|
Articles
(1), (2), (4), (6), (15), (16) and (17)
|
|
(x)
|
Limitation
upon the liability of the Depositary
|
|
Introductory
paragraph and Articles (1), (2), (4), (7), (16) and
(17)
|
|
(3)
|
Fees
and Charges
|
|
Article
(20)
|
Item
2. AVAILABLE INFORMATION
|
Item
Number and Caption
|
|
Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
|
|
(a)
Statement
that the issuer of the deposited securities specified above publishes
information in English required to maintain the exemption from
registration under Rule 12g3-2(b) under the Securities Exchange
Act of
1934 on its Internet Web site (www.vivendi.com) or through an electronic
information delivery system generally available to the public in
its
primary trading market
|
|
Article
(11)
|
Prospectus
THIS
PAGE
AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS EXHIBIT (A)
CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY RECEIPTS,
IN
ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND
EXCHANGE COMMISSION
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3.
EXHIBITS
(a)
Copy
of
Agreement -
The
Agreement between JPMorgan Chase Bank, N.A., as depositary (the "Depositary"),
and all holders from time to time of American Depositary Receipts evidencing
American Depositary Shares registered hereunder is contained in the form
of the
American Depositary Receipt itself, constituting the Prospectus filed as
a part
of this Registration Statement. Filed herewith as exhibit
(a).
(b)
Any
other
agreement, to which the Depositary is a party, relating to the issuance of
the
Depositary Shares registered hereby or custody of the deposited securities
represented thereby. - None.
(c)
Any
material contract relating to the deposited securities between the Depositary
and the issuer of the deposited securities in effect at any time within the
last
three years. - None.
(d)
Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the
legality of the securities to be registered. Filed herewith as exhibit
(d).
(e)
Certification
under Rule 466. Filed herewith as exhibit (e).
Item
4.
UNDERTAKINGS
(a)
The
Depositary hereby undertakes to make available at the principal office of
the
Depositary in the United States, for inspection by holders of the Receipts,
any
reports and communications received from the issuer of the deposited securities
which are both (1) received by the Depositary as the holder of the deposited
securities; and (2) made generally available to the holders of the underlying
securities by the issuer.
(b)
If
the amount of fees charged is not disclosed in the prospectus, the Depositary
undertakes to prepare a separate document stating the amount of any fee charged
and describing the service for which it is charged and to deliver promptly
a
copy of such fee schedule without charge to anyone upon request. The Depositary
undertakes to notify each registered holder of a Receipt thirty days before
any
change in the fee schedule.
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase
Bank, N.A., on behalf of the legal entity created by the agreement for the
issuance of American Depositary Shares, certifies that it has reasonable
grounds
to believe that all of the requirements for filing on Form F-6 are met 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 October 17, 2008.
|
Legal
entity created by the agreement for the issuance of American Depositary
Receipts evidencing American Depositary Shares for shares of the
foreign
private issuer whose name is set forth on the facing page of this
Registration Statement on Form F-6
|
|
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JPMORGAN
CHASE BANK, N.A., as Depositary
|
|
|
|
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By:
|
/s/
Joseph
M. Leinhauser
|
|
Name:
|
|
|
Title:
|
Vice
President
|
INDEX
TO EXHIBITS
|
Exhibit
Number
|
|
|
(a)
|
Form
of ADR
|
|
(d)
|
O
pinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be
registered.
|
|
(e)
|
Rule
466 Certification
|
