As filed with the Securities and Exchange Commission on December 2, 2003
Registration No. 333-
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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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THOMSON
(Exact Name of Registrant as Specified in Its Charter)
THOMSON
(Registrant's Name for Use in English)
The Republic of France Not Applicable
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
46, quai A. Le Gallo, 92100 Boulogne, France
(Address of Principal Executive Offices)
THOMSON U.S. Employee Shareholding December 2003
(Full Title of the Plan)
THOMSON, Inc.
10330 North Meridian Street
Indianapolis, IN 46290, U.S.A.
(Name and Address of Agent for Service)
Please Send Copies of Communications to:
George Spera
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
(212) 848-7636
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
Offering Price Proposed Maximum Amount of
Title of Each Class of Amount to be Per Ordinary Aggregate Registration
Securities to be Registered (1) Registered (2) Share (3) Offering Price Fee
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Common Stock of THOMSON, nominal
value (euro)3.75 per share 3,000,000 shares $ 17.54 $ 52,620,000 $ 4,257
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(1) The Common Stock may be represented by American Depositary Shares, each of
which represents one share of Common Stock. American Depositary Receipts
evidencing American Depositary Shares issuable on deposit of the Common
Stock have been registered pursuant to a separate Registration Statement on
Form F-6 (Registration No. 333-11024).
(2) The amount being registered also includes an indeterminate number of shares
of Common Stock which may be offered as a result of stock splits, stock
dividends and anti-dilution provisions and other terms, in accordance with
Rule 416.
(3) The offering price of (euro) 14.60 per share has been converted to U.S.
dollars using the 10 a.m. spot rate on November 28, 2003 as published
by the Federal Reserve Bank of New York. Such conversion is used solely for
purposes of calculating the registration fee.
INTRODUCTORY STATEMENT
This Registration Statements covers up to 3,000,000 shares of Common Stock
that may be sold to eligible employees under the THOMSON U.S. Employee
Shareholding December 2003 (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by Rule 428 under the Securities Act of 1933, as amended, this
Registration Statement omits the information specified in Part I of Form S-8.
THOMSON will deliver the documents containing the information specified in Part
I to the participants in the plan covered by this registration statement as
required by Rule 428(b). THOMSON is not filing these documents with the
Securities and Exchange Commission as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents that THOMSON has filed with the Securities and
Exchange Commission are incorporated in this Registration Statement by reference
and made a part hereof:
(a) our Annual Report on Form 20-F for the fiscal year ended December 31,
2002 (Commission File No. 0-3003);
(b) the following reports on Form 6-K (Commission File No. 0-3003):
a. report for the month of July 2003 filed with the Commission on
July 28, 2003;
b. report for the month of October 2003 filed with the Commission on
October 20, 2003;
c. report for the month of November 2003 filed with the Commission
on November 3, 2003;
d. report for the month of November 2003 filed with the Commission
on November 6, 2003; and
e. report for the month of November 2003 filed with the Commission
on November 28, 2003;
(c) the description of our Common Stock and American Depositary Receipts
contained in our Amended Registration Statement on Form 8-A/A filed with the
Commission on December 17, 2001.
All documents filed by THOMSON under sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the date of this registration
statement, but prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the date of
filing of such documents.
Each document incorporated by reference is current only as of the date of
such document, and the incorporation by reference of such document shall not
create any implication that there has been no change in the affairs of THOMSON
since its date thereof or that the information contained in it is current as of
any time subsequent to its date. Any statement contained in such a document
shall be deemed to be modified or superseded for the purpose of this
registration statement to the extent that a subsequent statement contained
herein or in a subsequently filed document incorporated by reference herein,
modifies or supersedes that 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. In addition, any statement
contained in any such document shall be deemed to be superseded for the purpose
of this registration statement to the extent that a discussion contained herein
covering the same subject matter omits such statement. Any such statement
omitted shall not be deemed to constitute a part of this registration statement.
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
THOMSON maintains liability insurance for its directors and officers,
including insurance against liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
4.1 Amended by-laws of THOMSON (including English translation).*
4.2 Deposit Agreement (including the form of American depositary
receipt) among THOMSON multimedia, Morgan Guaranty Trust
Company of New York as depositary, and all Owners and
Beneficial Owners from time to time of American Depositary
Receipts issued thereunder, dated November 1, 1999.**
4.3 Plan document for the THOMSON U.S. Employee Shareholding December
2003 (as applicable to United States employees).
23.1 Consents of Barbier Frinault & Autres (Ernst and Young), and of
Mazars & Guerard, independent auditors.
24.1 Power of Attorney (included on signature page).
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* Previously filed as an exhibit to our Annual Report on Form 20-F for the
fiscal year ended December 31, 2002 (Commission File No. 0-3003) and
incorporated herein by reference.
** Previously filed as an exhibit to our Registration Statement on Form F-6
(Commission File No. 333-11024) and incorporated herein by reference.
The shares of Common Stock registered on this Registration Statement are not
original issuance securities. Pursuant to Item 8(a) of Part II of Form S-8, an
opinion of counsel as to the legality of the shares of Common Stock accordingly
is not required.
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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;
(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;
(iii) to include any 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 into the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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 of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or 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 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 Securities and Exchange
Commission 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 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, as amended, 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 Boulogne, France on December 1, 2003.
THOMSON
By: /s/ Charles Dehelly
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Name: Charles Dehelly
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on December 1, 2003. In addition, each of the
undersigned hereby constitutes and appoints Charles Dehelly and Frank Dangeard,
acting jointly or either of them acting individually, his attorneys-in-fact,
each with power of substitution, in his name and in the capacity indicated
below, to sign any and all further amendments (including post-effective
amendments) to the registration statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Signature: Title:
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/s/ Charles Dehelly Chief Executive Officer
---------------------------------
Charles Dehelly
/s/ Julian Waldron Chief Financial Officer (also
--------------------------------- principal accounting officer)
Julian Waldron
/s/ Frank E. Dangeard Chairman of the Board of
--------------------------------- Directors
Frank E. Dangeard
_________________________________ Director
Christian Blanc
/s/ Thierry Breton Director
---------------------------------
Thierry Breton
/s/ Pierre Cabanes Director
---------------------------------
Pierre Cabanes
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Signature: Title:
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/s/ Catherine Cavallari Director
---------------------------------
Catherine Cavallari
s/ Paul Murray Director
---------------------------------
Paul Murray
_________________________________ Director
Eddy W. Hartenstein
/s/ Igor Landau Director
---------------------------------
Igor Landau
_________________________________ Director
Pierre Lescure
/s/ Jean de Rotalier Director
---------------------------------
Jean de Rotalier
/s/ Marcel Roulet Director
---------------------------------
Marcel Roulet
/s/ Tadahiro Sekimoto Director
---------------------------------
Tadahiro Sekimoto
_________________________________ Director
Hank Vigil
Loic Desmouceaux Director
---------------------------------
Loic Desmouceaux
_________________________________ Director
Gerard Meymarian
Authorized Representative in the U.S.
/s/ Charles M. Freeland
---------------------------------
Name: Charles M.Freeland
Title: Senior Counsel, Thomson Inc.
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EXHIBIT INDEX
Exhibit No. Description
4.1 Amended by-laws of THOMSON (including English translation).*
4.2 Deposit Agreement (including the form of American depositary
receipt) among THOMSON multimedia, Morgan Guaranty Trust
Company of New York as depositary, and all Owners and
Beneficial Owners from time to time of American Depositary
Receipts issued thereunder, dated November 1, 1999.**
4.3 Plan document for the THOMSON U.S. Employee Shareholding
December 2003 (as applicable to United States employees).
23.1 Consents of Barbier Frinault & Autres (Ernst and Young), and
of Mazars & Guerard, independent auditors.
24.1 Power of Attorney (included on signature page).
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* Previously filed as an exhibit to THOMSON's Annual Report on Form 20-F for
the fiscal year ended December 31, 2002 (Commission File No. 0-3003) and
incorporated herein by reference.
** Previously filed as an exhibit to THOMSON's Registration Statement on Form
F-6 (Commission File No. 333-11024) and incorporated herein by reference.
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