Seagram Co Ltd – ‘S-8 POS’ on 4/27/00

On:  Thursday, 4/27/00, at 9:54am ET   ·   Effective:  4/27/00   ·   Accession #:  893750-0-224   ·   File #:  333-85485

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment to an S-8                    11     39K 
 2: EX-4.D      Instrument Defining the Rights of Security Holders    18     53K 
 3: EX-23.A     Consent of Experts or Counsel                          1      6K 

S-8 POS   —   Post-Effective Amendment to an S-8
Document Table of Contents

S-8 POS
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As filed with the Securities and Exchange Commission on April 27, 2000  
      Post-Effective Amendment No. 1 to Registration Statement No. 333-85485
------------------------------------------------------------------------------  
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  
------------------  
Form S-8  
POST-EFFECTIVE AMENDMENT  
under 
THE SECURITIES ACT OF 1933  
----------------- 
The Seagram Company Ltd.--La Compagnie Seagram Ltee 
(Exact name of Registrant as specified in its charter)  

        Canada                                  None
  (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)            Identification Number)

1430 Peel Street  
Montreal, Quebec, Canada H3A 1S9  
(Address, including zip code, of Registrant's principal executive office) 

PolyGram Holding, Inc. Deferred Savings and Investment Plan for Employees 

The Seagram Company Ltd. 1996 Stock Incentive Plan  
(Full title of the Plans) 

----------------- 

Robert W. Matschullat 
Joseph E. Seagram & Sons, Inc.  
375 Park Avenue   
New York, New York 10152  
(212) 572-7000  
(Name, address, including zip code, and telephone number, including area  
code, of Registrant's agent for service and authorized representative of  
Registrant in the United States)  
----------------- 
Copies to:  
George R. Krouse, Jr, Esq.  
Sarah E. Cogan, Esq.  
Simpson Thacher & Bartlett  
425 Lexington Avenue  
New York, New York 10017  
----------------- 

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PART I  

Item 1.   Plan Information.                                                     

Not required to be filed with this Registration Statement.            

Item 2.   Registrant Information and Employee Plan Annual Information.          

Not required to be filed with this Registration Statement.            

PART II 

Item 3.   Incorporation of Documents by Reference.                              

The following documents filed with the Securities and Exchange        
Commission by the Company are hereby incorporated in this Registration          
Statement by reference:                                                         

     (1)  The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999.                              

      (2)  The Company's Quarterly Report on Form 10-Q for the quarterly
     periods ended September 30, 1999 and December 31, 1999.

     (3)  The Company's Current Report on Form 8-K dated September 20,
1999.                                             

   (4)  All other reports filed by the Company pursuant to Section
      13(a) or 15(d) of the Exchange Act, since June 30, 1999.

   (5)  The PolyGram Holding, Inc. Deferred Savings and Investment
        Plan for Employees Annual Report for the fiscal year ended
December 31, 1998.                                

  All documents 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 which indicates that all securities offered have been sold or which   
deregisters all securities then 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. 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 contained herein or in any other       
subsequently filed document which also is or is deemed to be incorporated by    
reference herein modifies or supersedes such statement. Any such statement so   

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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.                               

Not applicable.                                                       

Item 6.   Indemnification of Directors and Officers.                            

Section 124, Subsections (1) through (4), of the Canada Business      
Corporations Act (the "Act") provides as follows:                               

       "124. Indemnification.--(1) Except in respect of an action by or on
     behalf of the corporation or body corporate to procure a judgment
       in its favour, a corporation may indemnify a director or officer of
       the corporation, a former director or officer of the corporation or
a person who acts or acted at the corporation's request as a
       director or officer of a body corporate of which the corporation is
or was a shareholder or creditor, and his heirs and legal   
       representatives, against all costs, charges and expenses, including
an amount paid to settle an action or satisfy a judgment,   
   reasonably incurred by him in respect of any civil, criminal or
      administrative action or proceeding to which he is made a party by
reason of being or having been a director or officer of such
corporation or body corporate, if                           

         (a)  he acted honestly and in good faith with a view to the
best interests of the corporation; and  

        (b)  in the case of a criminal or administrative action or
                 proceeding that is enforced by a monetary penalty, he had
             reasonable grounds for believing that his conduct was
lawful.                                 

       (2)  Indemnification in derivative actions.--A corporation may with
the approval of a court indemnify a person referred to in   
 subsection (1) in respect of an action by or on behalf of the
      corporation or body corporate to procure a judgment in its favour,
   to which he is made a party by reason of being or having been a
director or an officer of the corporation or body corporate,
      against all costs, charges and expenses reasonably incurred by him
    in connection with such action if he fulfills the conditions set
out in paragraphs (1)(a) and (b).                           

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 (3)  Indemnity as of right.--Notwithstanding anything in this
  section, a person referred to in subsection (1) is entitled to
       indemnity from the corporation in respect of all costs, charges and
      expenses reasonably incurred by him in connection with the defence
    of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a
    director or officer of the corporation or body corporate, if the
person seeking indemnity                                    

            (a)  was substantially successful on the merits in his defence
of the action or proceeding; and        

           (b)  fulfills the conditions set out in paragraphs (1)(a) and
(b).                                    

(4)  Directors' and officers' insurance.--A corporation may 
 purchase and maintain insurance for the benefit of any person
       referred to in subsection (1) against any liability incurred by him

  (a)  in his capacity as a director or officer of the
              corporation, except where the liability relates to his
                failure to act honestly and in good faith with a view to
 the best interests of the corporation, or

         (b)  in his capacity as director or officer of another body
                corporate where he acts or acted in that capacity at the
                 corporation's request, except where the liability relates
               to his failure to act honestly and in good faith with a
          view to the best interests of the body corporate."

 Sections 7.02 and 7.03 of the General By-Laws of the Company provide as
follows:                                                                        

      "Section 7.02--Indemnity. Without in any manner derogating from or
   limiting the mandatory provisions of the Act but subject to the
   conditions contained therein, the Corporation shall indemnify a
director or officer of the Corporation, a former director or
    officer of the Corporation, or a person who acts or acted at the
      Corporation's request as a director or officer of a body corporate
     of which the Corporation is or was a shareholder or creditor, and
       his heirs and legal representatives, against all costs, charges and
       expenses, including an amount paid to settle an action or satisfy a
 judgment, reasonably incurred by him in respect of any civil,
       criminal or administrative action or proceeding to which he is made
      a party by reason of being or having been a director or officer of
the Corporation or such body corporate, if                  

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         (a)  he acted honestly and in good faith with a view to the
best interests of the Corporation; and  

        (b)  in the case of a criminal or administrative action or
                 proceeding that is enforced by a monetary penalty, he has
             reasonable grounds for believing that his conduct was
lawful.                                 

    Section 7.03--Insurance. Subject to the limitations contained in
     the Act, the Corporation may purchase and maintain such insurance
    for the benefit of the persons mentioned in Section 7.02, as the
board may from time to time determine."                     

 Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to             
directors, officers or 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 against the   
Registrant 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 policy as expressed in the Securities Act      
and will be governed by the final adjudication of such issue.                   

The directors and officers of the Registrant are covered by insurance 
policies indemnifying against certain liabilities, including liabilities        
arising under the Securities Act, which might be incurred by them in such       
capacities and against which they cannot be indemnified by the Registrant.      

Item 7.   Exemption from Registration Claimed.                                  

Not applicable.                                                       

Item 8.   Exhibits.                                                             

4(a)      Articles of Amalgamation dated February 1, 1995 between the 
    Company and Centenary Distillers Ltd. (incorporated by
         reference to Exhibit 3(a) of the Company's Annual Report on
       Form 10-K for the fiscal year ended January 31, 1995), as
            amended by Certificate and Articles of Amendment dated May 31,
    1995 (incorporated by reference to Exhibit 3(a) of the

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            Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 30, 1995)                             

4(b)      General By-Laws of the Company, as amended (incorporated by 
            reference to Exhibit 3(b) to the Company's Quarterly Report on
    Form 10-Q for the fiscal quarter ended April 30, 1996)

4(c)      PolyGram Holding, Inc. Deferred Savings and Investment Plan 
for Employees                                     

4(d)      The Seagram Company Ltd. 1996 Stock Incentive Plan          

5         Opinion of Goodman Phillips & Vineberg                      

23(a)     Consent of PricewaterhouseCoopers LLP, independent          
          accountants, with respect to the financial statements of The
Seagram Company Ltd.                              

  23(b)     Consent of Goodman Phillips & Vineberg (included in Exhibit 5)

24        Power of Attorney                                           

Item 9.   Undertakings.                                                         

The Company 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;   

            (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
set forth in this Registration Statement;                   

  provided, however, that the undertakings set forth in paragraphs (i) and
 (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic 
 reports filed by the Registrant pursuant to Section 13 or Section 15(d)

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of the Exchange Act that are incorporated by reference in this        
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.                               

 (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.                                      

  (4)  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 each filing
of each 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.    

     (5)  Insofar as indemnification for liabilities arising under the
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 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 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 Seagram
Company Ltd. 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 New York, State of New York, on the   
27th day of April, 2000.                                                        

            THE SEAGRAM COMPANY LTD.
            (Registrant)

          By                   *
                                ----------------------------------------
                                 Edgar Bronfman, Jr.
                                 President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement has been signed by the following persons in the          
capacities at The Seagram Company Ltd. indicated on the 27th day of April,      
2000.                                                                           

Principal Executive Officer:                                                  

         *                     Director, President and Chief
-----------------------------------     Executive Officer                     
(Edgar Bronfman, Jr.)                                         

Principal Financial Officer:                                                  

    /s/ Brian C. Mulligan           Executive Vice President and Chief
------------------------------------    Financial Officer                     
(Brian C. Mulligan)                                         

Principal Accounting Officer:                                                 

      /s/ Frank Mergenthaler          Vice President, Controller and Chief
-----------------------------------     Accounting Officer                    
(Frank Mergenthaler)                                        

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Authorized Representative in the                                              
United States:                                                                

*                                         
-----------------------------------                                           
(Robert W. Matschullat)                                         

Directors:                                                                      

Edgar M. Bronfman*                                                              
Charles R. Bronfman*                                                            
Edgar Bronfman, Jr.*                                                            
Samuel Bronfman II*                                                             
Stephen R. Bronfman                                                             
Matthew W. Barrett*                                                             
Laurent Beaudoin*                                                               
Cornelis Boonstra*                                                              
Richard H. Brown*                                                               
Andre Desmarais*                                                                
Barry Diller*                                                                   
Michele J. Hooper*                                                              
David L. Johnston*                                                              
Marie-Josee Kravis*                                                             
Robert W. Matschullat*                                                          
Samuel Minzberg*                                                                
John S. Weinberg*                                                               

*    By signing his name hereto, Daniel R. Paladino signs this        
Registration Statement on behalf of each of the persons indicated above         
pursuant to a power of attorney duly executed by such persons and filed with    
the Securities and Exchange Commission.                                         

By        /s/ Daniel R. Paladino                                                
-------------------------------------------                                 
(Daniel R. Paladino, Attorney-in-fact)                                

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   Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have       
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 the 27th day of April, 2000.                                           

                           POLYGRAM HOLDING, INC. DEFERRED SAVINGS
                     AND INVESTMENT PLAN FOR EMPLOYEES

           By     /s/ Kelly DeMasi
                                ----------------------------------------
              Kelly DeMasi
                                    Member of Administrative Committee

           By     /s/ Eric Scoones
                                ----------------------------------------
              Eric Scoones
                                    Member of Administrative Committee

           By     /s/ Kevin McNeil
                                ----------------------------------------
              Kevin McNeil
                                    Member of Administrative Committee

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EXHIBIT INDEX 

Exhibit                                                                         
Number       Description of Exhibit                                             

4(a)         Articles of Amalgamation dated February 1, 1995 between            
    the Company and Centenary Distillers Ltd. (incorporated by
  reference to Exhibit 3(a) of the Company's Annual Report
   on Form 10-K for the fiscal year ended January 31, 1995),
   as amended by Certificate and Articles of Amendment dated
    May 31, 1995 (incorporated by reference to Exhibit 3(a) of
    the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1995)                         

4(b)         General By-Laws of the Company, as amended (incorporated           
 by reference to Exhibit 3(b) to the Company's Quarterly
    Report on Form 10-Q for the fiscal quarter ended April 30,
1996)                                                 

4(c)**       PolyGram Holding, Inc. Deferred Savings and Investment             
Plan for Employees                                    

4(d)*        The Seagram Company Ltd. 1996 Stock Incentive Plan                 

5**          Opinion of Goodman Phillips & Vineberg                             

23(a)*       Consent of PricewaterhouseCoopers LLP, independent                 
  accountants, with respect to the financial statements of
The Seagram Company Ltd.                              

23(b)**      Consent of Goodman Phillips & Vineberg (included in                
Exhibit 5)                                            

24**         Power of Attorney                                                  

---------------------------                                                     
*Filed herewith                                                                 

**Previously filed                                                              

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/27/00		1
		12/31/99		2					10-Q
		9/30/99		2					10-Q
		9/20/99		2					8-K
		6/30/99		2					10-K/A,  10-K405,  10-K405/A
		12/31/98		2					10-Q,  4
		4/30/96		6		11			10-Q
		5/31/95		5		11
		4/30/95		6		11
		2/1/95		5		11
		1/31/95		5		11
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