As filed with the Securities and Exchange Commission on April 12, 2005
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------------
VEOLIA ENVIRONNEMENT
(Exact name of registrant as specified in its charter)
France Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
36/38, avenue Kleber
75116 Paris
France
(Address of principal executive offices, including zip code)
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2001 Share Subscription Option Plan
2002 Share Subscription Option Plan
2003 Share Subscription Option Plan
2004 Share Subscription Option Plan
(Full titles of the plans)
Veolia Water North America Operating Services, Inc
184 Schuman Boulevard
Naperville, IL 60563
(630) 717-2236
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered (1) Share Offering Price Fee
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Ordinary Shares, nominal value 697,192 (2) $54.22 (6) $37,801,751 (6) $4,450
(euro)5.0 per share 588,032 (3) $33.26 $19,557,945 $2,302
724,400 (4) $24.95 $18,073,780 $2,128
189,650 (5) $31.91 (6) $6,051,732 (6) $ 713
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Total 2,199,274 $9,593
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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)5.0
per share (the "Ordinary Shares"), of Veolia Environnement (the
"Registrant") which become issuable under any of the Registrant's plans
registered pursuant to this Registration Statement 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 the Registrant's outstanding
Ordinary Shares.
(2) Represents 697,192 Ordinary Shares subject to outstanding awards under the
2001 Share Subscription Option Plan.
(3) Represents 588,032 Ordinary Shares subject to outstanding awards under the
2002 Share Subscription Option Plan.
(4) Represents 724,400 Ordinary Shares subject to outstanding awards under the
2003 Share Subscription Option Plan.
(5) Represents 189,650 Ordinary Shares subject to outstanding awards under the
2004 Share Subscription Option Plan.
(6) Pursuant to Rules 457(c) and 457(h) under the Securities Act, the Proposed
Maximum Offering Price Per Share and the Proposed Maximum Aggregate
Offering Price are based on the per share exercise price of the stock
options, translated into U.S. dollars at the noon buying rate in New York
City on March 29, 2005, for cable transfers in Euros as certified for
customs purposes by the Federal Reserve Bank of New York on that date.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Employee Annual Information.*
* 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.
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. 001-15248), as
filed with the SEC on June 28, 2004 (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 of 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. 001-15248), as
furnished to the SEC on January 23, 2004, February 12, 2004, April 23,
2004, May 17, 2004 (relating to US Filter sale), May 24, 2004, May 25,
2004, July 23, 2004, July 30, 2004, August 2, 2004, September 20, 2004,
September 27, 2004, October 12, 2004, November 8, 2004, November 22, 2004,
December 21, 2004, February 7, 2005 and March 17, 2005.
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 incorporated by reference in this
Registration Statement and 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 modifies 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.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
The legality of the Ordinary Shares offered hereby has been passed
upon for the Registrant by Mr. Alain Tchernonog, General Counsel, of
the Registrant, who owns 115 Ordinary Shares and has options to
subscribe 93,600 Ordinary Shares.
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
(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
Securities 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.
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 this 12th day of April, 2005.
VEOLIA ENVIRONNEMENT
By: /s/ Henri Proglio
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Name: Henri Proglio
Title: Chairman of the Board and CEO
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Mr. Henri Proglio, Mr. Jerome
Contamine and Mr. Alain Tchernonog his true and lawful attorney-in-fact- and
agent, each 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 a Registration Statement on Form S-8 (or such other Form as may be
appropriate) in connection with the registration of Ordinary Shares of the
Registrant and any and all amendments (including post-effective amendments) to
any such Registration Statement on Form S-8 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 the
premises. 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/ Henri Proglio Chairman and Chief
---------------------------- Executive Officer and
Henri Proglio Director
/s/ Daniel Bouton
---------------------------- Director
Daniel Bouton
/s/ Jacques Espinasse
---------------------------- Director
Jacques Espinasse
/s/ Paul-Louis Girardot
---------------------------- Director
Paul-Louis Girardot
/s/ Jean-Marc Espalioux
---------------------------- Director
Jean-Marc Espalioux
/s/ Francis Mayer
---------------------------- Director
Francis Mayer
/s/ Serge Michel
---------------------------- Director
Serge Michel
/s/ Georges Ralli
---------------------------- Director
Georges Ralli
/s/ Jerome Contamine Senior Executive Vice
---------------------------- President; and Chief
Jerome Contamine Financial Officer
/s/ Pierre-Francois Riolacci
---------------------------- Group Finance Controller
Pierre-Francois Riolacci
/s/ T. Michael O'Brien
---------------------------- Authorized U.S.
T. Michael O'Brien Representative
Exhibit Index
Exhibit
Number Description
4.1 Registrant's Statuts (previously filed as Exhibit 1 to the
Registrant's Annual Report on Form 20-F and incorporated herein
by reference).
4.2* 2001 Share Subscription Option Plan.
4.3* 2002 Share Subscription Option Plan.
4.4* 2003 Share Subscription Option Plan.
4.5* 2004 Share Subscription Option Plan.
5.1* Opinion of Alain Tchernonog, General Counsel,
as to the Legality of the Ordinary Shares.
23.1* Consent of RSM Salustro Reydel
And of Barbier Frinault & Cie - Ernst & Young.
23.2* Consent of Alain Tchernonog (contained in Exhibit 5.1).
24.1* Powers of Attorney (included on the Signature Page).
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* Filed herewith.