AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 2002
REGISTRATION NO. 333-87600
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5 TO
FORM F-4
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 7311 NOT APPLICABLE
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. employer identification no.)
incorporation or organization) Classification Code Number)
133, AVENUE DES CHAMPS-ELYSEES
75008 PARIS, FRANCE
(33 1) 44 43 70 00
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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CT CORPORATION SYSTEM
111 EIGHTH AVENUE
NEW YORK, NEW YORK 10011
(212) 590-9100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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COPIES TO:
ELLIOTT V. STEIN, ESQ. JOY SAYOUR, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ DAVIS POLK & WARDWELL
51 WEST 52ND STREET 450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10017
(212) 403-1000 (212) 450-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this registration
statement.
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. [ ]
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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 same offering. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PER SECURITY(3) PRICE(3) REGISTRATION FEE(4)
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Ordinary Shares E.40 par value(1)............ 115,200,000
Bare Legal Title (nue propriete) to Ordinary
Shares(1).................................... 7,000,000
Usufruct interests (usufruit) in Ordinary
Shares(1).................................... 7,000,000
Obligations Redeemable for Newly Issued or
Existing Shares (Obligations Remboursables en
Actions Nouvelles ou Existantes), nominal
value E549.00 each (ORAs).................... 1,600,000 Not applicable $1,306,776,000.00 $120,223.39(5)
Redeemable Notes and Warrants to Purchase
Ordinary Shares (Obligations a Bons de
Souscriptions d'Actions), nominal value
E305.00 each (OBSAs)(2)...................... 2,880,000
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(1) Represents approximately 57,600,000 ordinary shares to be issued upon
completion of the mergers, including the bare legal title (nue propriete)
and usufruct interests (usufruit) resulting from the split of approximately
7,000,000 of such shares for a two-year period, approximately 28,800,000
ordinary shares to be issued upon the redemption of ORAs and approximately
28,800,000 ordinary shares to be issued upon the exercise of warrants
associated with the OBSAs.
(2) Each OBSA consists of a redeemable note with a face amount of E305.00 and
ten detachable warrants. Each warrant represents the right to purchase one
Publicis ordinary share at a price of E30.50.
(3) Estimated solely for the purposes of computing the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933
and calculated, in accordance with Rule 457(f)(2), on the basis of the book
value at December 31, 2001 of the Bcom3 Class A and Class B common stock.
(4) Determined in accordance with Section 6(b) of the Securities Act of 1933 at
a rate equal to $92.00 per $1,000,000 of the proposed maximum aggregate
offering price.
(5) The registration fee has previously been paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
1. The French commercial code prohibits provisions of statuts that limit
the liability of directors. However, if a director is sued by a third party and
ultimately prevails in the litigation on all counts, but is nevertheless
required to bear attorneys' fees and costs, the company may reimburse those fees
and costs pursuant to an indemnification arrangement with the director.
2. The French Commercial Code permits a company to purchase directors and
officers insurance for all or part of the members of its management. A French
corporation is responsible to third parties for the consequences of the
decisions of its management board. However, if those decisions qualify as
mismanagement, the relevant member of the management board may have to fully or
partly indemnify the company. Publicis has purchased insurance for all of its
directors.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated March 7, 2002, among
Publicis Groupe S.A., Philadelphia Merger Corp.,
Philadelphia Merger LLC and Bcom3 Group, Inc., as amended on
August 13, 2002 (attached as Annex A to the Proxy
Statement/Prospectus included in this registration
statement)
2.2 Agreement and Plan of Merger, dated March 7, 2002, among
Bcom3 Group, Inc., Boston Three Corporation and Dentsu Inc.
(attached as Annex C to the Proxy Statement/Prospectus
included in this registration statement)
3.1 Statuts (bylaws) of Publicis Groupe S.A. (unofficial English
translation) (incorporated by reference from Exhibit 1 to
the Annual Report of Publicis Groupe S.A. on Form 20-F/A for
the fiscal year ended December 31, 2001)
4.1 Form of Issuance Contract for the issuance of the ORAs
(unofficial English translation)*
4.2 Form of Issuance Contract for the issuance of the OBSAS*
4.3 Form of Indenture made by and between Publicis Groupe S.A.
and The Bank of New York, as trustee*
4.4 Prospectus defining the terms and conditions of Publicis
Groupe S.A.'s 1.0% notes due 2018 (unofficial English
translation) (incorporated by reference from Exhibit 2.1 to
the Annual Report of Publicis Groupe S.A. on Form 20-F/A for
the fiscal year ended December 31, 2001)
4.5 Support Agreement, dated as of March 7, 2002, among Publicis
Groupe S.A., Philadelphia Merger Corp. and Dentsu Inc.
(incorporated by reference from Exhibit 99.1 to the report
on Form 6-K of Publicis Groupe S.A. dated March 7, 2002)
4.6 Support Agreement, dated as of March 7, 2002, between
Publicis Groupe S.A. and Philadelphia Merger Corp., on the
one hand, and Roy J. Bostock, Craig D. Brown, Richard B.
Fizdale and Roger A. Haupt, on the other hand (incorporated
by reference from Exhibit 99.2 to the report on Form 6-K of
Publicis Groupe S.A. dated March 7, 2002)
4.7 Support Agreement, dated as of March 7, 2002, between Bcom3
Group, Inc., on the one hand, and Somarel and Elisabeth
Badinter, on the other hand (incorporated by reference from
Exhibit 99.3 to the report on Form 6-K of Publicis Groupe
S.A. dated March 7, 2002)
4.8 Terms of Transfer Restrictions on Class A Consideration, to
be included in Letter of Transmittal (attached as Annex B to
the Proxy Statement/Prospectus included in this registration
statement)
4.9 Form of Agreement for the Transfer of the Nue Propriete of
certain Publicis Shares*
5.1 Opinion of Alain Schwindenhammer regarding the validity of
the securities being registered
8.1 Opinion of Kirkland & Ellis regarding certain United States
federal income tax matters*
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EXHIBIT
NO. DESCRIPTION
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10.1 Memorandum of Understanding, dated March 7, 2002, between
Dentsu Inc. and Madame Elisabeth Badinter*
10.2 Memorandum of Understanding, dated March 7, 2002, between
Dentsu Inc. and Publicis Groupe S.A. (Shareholders
Agreement) (incorporated by reference from Exhibit 99.4 to
the report on Form 6-K of Publicis Groupe S.A. dated March
7, 2002)
10.3 Memorandum of Understanding, dated March 7, 2002, between
Dentsu Inc. and Publicis Groupe S.A. (Strategic Alliance)
(incorporated by reference from Exhibit 99.5 to the report
on Form 6-K of Publicis Groupe S.A. dated March 7, 2002)
12.1 Computation of Ratio of Earnings to Fixed Charges*
16.1 Letter from Arthur Andersen LLP regarding change in
certifying accountant, dated May 29, 2002 (incorporated by
reference from Exhibit 16.1 to the Report on Form 8-K of
Bcom3 Group, Inc. dated May 29, 2002, as amended on June 3,
2002)
21.1 List of subsidiaries (incorporated by reference from Note 28
to the financial statements of Publicis Groupe S.A. included
in the Annual Report of Publicis Groupe S.A. on Form 20-F/A
for the fiscal year ended December 31, 2001)
23.1 Consent of Ernst & Young Audit and Mazars & Guerard,
independent auditors for Publicis Groupe S.A.*
23.2 Consent of Mazars & Guerard LLP and Mazars & Guerard, S.A.,
independent auditors for Publicis Groupe S.A.*
23.3 Consent of Alain Schwindenhammer (included in the opinion
filed as Exhibit 5.1)
23.4 Consent of Kirkland & Ellis (included in the opinion filed
as Exhibit 8.1)
23.5 Consent of Roger A. Haupt*
23.6 Consent of Yutaka Narita*
23.7 Consent of Fumio Oshima*
24 Power of Attorney (included on signature page)*
25 Statement of Eligibility Under the Trust Indenture Act of a
Corporation Designated to Act as Trustee on Form T-1,
executed by The Bank of New York as of August 5, 2002*
99.1 Consent of Morgan Stanley & Co. Incorporated*
99.2 Form of Proxy Card*
99.3 Form of Instruction Card*
99.4 Letter to Commission Pursuant to Temporary Note 3T, dated
March 27, 2002 (incorporated by reference to Exhibit 99.4 to
Bcom3's Annual Report on Form 10-K dated March 27, 2002)
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* Previously filed
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) (i) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means,
and (ii) to arrange or provide for a facility in the United States for the
purpose of responding to such requests. The undertaking in subparagraph (i)
above include information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(2) To supply by means of a post-effective amendment all information
concerning a transaction and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
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(3) 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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(4) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X under the Exchange
Act is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c) under the Securities Act, the issuer undertakes
that such reoffering prospectus will contain the information called for by
the applicable registration form with respect to reofferings by persons who
may be deemed underwriters, in addition to the information called for by
the other items of the applicable form.
(6) That every prospectus: (i) that is filed pursuant to paragraph (5)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act and is used in connection with an
offering of securities subject to Rule 415 under the Securities Act, will
be filed as a part of an amendment to the registration statement and will
not be used until such amendment is effective, and that, for purposes 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.
(7) 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(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.
(8) 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.
II-3
(9) 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.
(10) To file a post-effective amendment to the registration statement
to include any financial statements required by Item 8.A. of Form 20-F at
the start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section 10(a)(3)
of the Act need not be furnished, provided, that the registrant includes in
the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at
least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Act or Rule 3-19 of
this chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Form F-3.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant 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 August
20, 2002.
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
Attorney-in-fact
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 August 20, 2002.
SIGNATURE TITLE
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* Chair of the Supervisory Board
------------------------------------------------
Elisabeth Badinter
* Member of the Supervisory Board
------------------------------------------------
Robert Badinter
* Member of the Supervisory Board
------------------------------------------------
Simon Badinter
* Member of the Supervisory Board
------------------------------------------------
Monique Bercault
* Member of the Supervisory Board
------------------------------------------------
Michel David-Weill
* Member of the Supervisory Board
------------------------------------------------
Helene Ploix
* Member of the Supervisory Board
------------------------------------------------
Amaury-Daniel de Seze
* Member of the Supervisory Board
------------------------------------------------
Gerard Worms
/s/ MAURICE LEVY Principal Executive Officer
------------------------------------------------
Maurice Levy
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SIGNATURE TITLE
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* Chief Financial Officer and Chief Accounting
------------------------------------------------ Officer
Jean-Michel Etienne
* Authorized Representative in the U.S., Chief
------------------------------------------------ Financial Officer and Treasurer of Publicis USA
Douglas Henderson Holdings, Inc.
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* Executed on behalf of such person by attorney-in-fact.
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EXHIBIT LIST
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated March 7, 2002, among
Publicis Groupe S.A., Philadelphia Merger Corp.,
Philadelphia Merger LLC and Bcom3 Group, Inc., as amended on
August 13, 2002 (attached as Annex A to the Proxy
Statement/Prospectus included in this registration
statement)
2.2 Agreement and Plan of Merger, dated March 7, 2002, among
Bcom3 Group, Inc., Boston Three Corporation and Dentsu Inc.
(attached as Annex C to the Proxy Statement/Prospectus
included in this registration statement)
3.1 Statuts (bylaws) of Publicis Groupe S.A. (unofficial English
translation) (incorporated by reference from Exhibit 1 to
the Annual Report of Publicis Groupe S.A. on Form 20-F/A for
the fiscal year ended December 31, 2001)
4.1 Form of Issuance Contract for the issuance of the ORAs
(unofficial English translation)*
4.2 Form of Issuance Contract for the issuance of the OBSAS*
4.3 Form of Indenture made by and between Publicis Groupe S.A.
and The Bank of New York, as trustee*
4.4 Prospectus defining the terms and conditions of Publicis
Groupe S.A.'s 1.0% notes due 2018 (unofficial English
translation) (incorporated by reference from Exhibit 2.1 to
the Annual Report of Publicis Groupe S.A. on Form 20-F/A for
the fiscal year ended December 31, 2001)
4.5 Support Agreement, dated as of March 7, 2002, among Publicis
Groupe S.A., Philadelphia Merger Corp. and Dentsu Inc.
(incorporated by reference from Exhibit 99.1 to the report
on Form 6-K of Publicis Groupe S.A. dated March 7, 2002)
4.6 Support Agreement, dated as of March 7, 2002, between
Publicis Groupe S.A. and Philadelphia Merger Corp., on the
one hand, and Roy J. Bostock, Craig D. Brown, Richard B.
Fizdale and Roger A. Haupt, on the other hand (incorporated
by reference from Exhibit 99.2 to the report on Form 6-K of
Publicis Groupe S.A. dated March 7, 2002)
4.7 Support Agreement, dated as of March 7, 2002, between Bcom3
Group, Inc., on the one hand, and Somarel and Elisabeth
Badinter, on the other hand (incorporated by reference from
Exhibit 99.3 to the report on Form 6-K of Publicis Groupe
S.A. dated March 7, 2002)
4.8 Terms of Transfer Restrictions on Class A Consideration, to
be included in Letter of Transmittal (attached as Annex B to
the Proxy Statement/Prospectus included in this registration
statement)
4.9 Form of Agreement for the Transfer of the Nue Propriete of
certain Publicis Shares*
5.1 Opinion of Alain Schwindenhammer regarding the validity of
the securities being registered
8.1 Opinion of Kirkland & Ellis regarding certain United States
federal income tax matters*
10.1 Memorandum of Understanding, dated March 7, 2002, between
Dentsu Inc. and Madame Elisabeth Badinter*
10.2 Memorandum of Understanding, dated March 7, 2002, between
Dentsu Inc. and Publicis Groupe S.A. (Shareholders
Agreement) (incorporated by reference from Exhibit 99.4 to
the report on Form 6-K of Publicis Groupe S.A. dated March
7, 2002)
10.3 Memorandum of Understanding, dated March 7, 2002, between
Dentsu Inc. and Publicis Groupe S.A. (Strategic Alliance)
(incorporated by reference from Exhibit 99.5 to the report
on Form 6-K of Publicis Groupe S.A. dated March 7, 2002)
12.1 Computation of Ratio of Earnings to Fixed Charges*
16.1 Letter from Arthur Andersen LLP regarding change in
certifying accountant, dated May 29, 2002 (incorporated by
reference from Exhibit 16.1 to the Report on Form 8-K of
Bcom3 Group, Inc. dated May 29, 2002, as amended on June 3,
2002)
EXHIBIT
NO. DESCRIPTION
------- -----------
21.1 List of subsidiaries (incorporated by reference from Note 28
to the financial statements of Publicis Groupe S.A. included
in the Annual Report of Publicis Groupe S.A. on Form 20-F/A
for the fiscal year ended December 31, 2001)
23.1 Consent of Ernst & Young Audit and Mazars & Guerard,
independent auditors for Publicis Groupe S.A.*
23.2 Consent of Mazars & Guerard LLP and Mazars & Guerard, S.A.,
independent auditors for Publicis Groupe S.A.*
23.3 Consent of Alain Schwindenhammer (included in the opinion
filed as Exhibit 5.1)
23.4 Consent of Kirkland & Ellis (included in the opinion filed
as Exhibit 8.1)
23.5 Consent of Roger A. Haupt*
23.6 Consent of Yutaka Narita*
23.7 Consent of Fumio Oshima*
24 Power of Attorney (included on signature page)*
25 Statement of Eligibility Under the Trust Indenture Act of a
Corporation Designated to Act as Trustee on Form T-1,
executed by The Bank of New York as of August 5, 2002*
99.1 Consent of Morgan Stanley & Co. Incorporated*
99.2 Form of Proxy Card*
99.3 Form of Instruction Card*
99.4 Letter to Commission Pursuant to Temporary Note 3T, dated
March 27, 2002 (incorporated by reference to Exhibit 99.4 to
Bcom3's Annual Report on Form 10-K dated March 27, 2002)
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* Previously filed