SC 13D 1 sc13d.txt SCHEDULE 13D ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934* --------------------------- PEOPLEPC, INC. (Name of Issuer) --------------------------- COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class or securities) --------------------------- 709776 10 8 (CUSIP Number of Class of Securities) --------------------------- Charles Martin @viso Limited c/o Macfarlanes 10 Norwich Street London EC4A 1BD England 44 20 7831 9222 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ------------------------------------ Copy to: Faiza J. Saeed, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, NY 10019 (212) 474-1454 ------------------------------------ May 31, 2001 (Date of Event to Which This Filing Relates) ============================================================================== If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess. 240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing, on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) CUSIP No.709776 10 8 13D ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS Vivendi Universal, S.A. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not Applicable (foreign entity) ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] ------------------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* Not applicable ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION France ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF None SHARES --------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 28,341,358 EACH --------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON None WITH --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 28,341,358 ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,341,358 ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* CO ------------------------------------------------------------------------------ 2 CUSIP No.709776 10 8 13D ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS @viso Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not Applicable (foreign entity) ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] ------------------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* 00 ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF None SHARES --------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 28,341,358 EACH --------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON None WITH --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 28,341,358 ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,341,358 ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* CO ------------------------------------------------------------------------------ 3 ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the common stock, $0.0001 par value per share (the "Common Stock"), of PeoplePC, Inc., a Delaware corporation ("PeoplePC" or the "Issuer"). The principal executive offices of PeoplePC are located at 100 Pine Street, Suite 1100, San Francisco, California 94111. ITEM 2. IDENTITY AND BACKGROUND (a) The names of the persons filing this statement are as follows: Vivendi Universal, S.A. ("Vivendi"), a societe anonyme organized under the laws of the Republic of France, and @viso Limited ("@viso"), a company organized under the laws of the United Kingdom. (b) The address of the principal business office of Vivendi is 42, Avenue de Friedland, 75380 Paris Cedex 08 France. The address of the principal business office of @viso is c/o Macfarlanes, 10 Norwich Street, London EC4A 1BD, England. (c) Vivendi is one of the world's leading media and communication companies, with assets that include the world's largest recorded music company, one of the largest film libraries in the world and leading businesses in the telecommunications, television, publishing and internet industries. @viso is a joint venture, of which 50% is owned by Vivendi and 50% is owned by SOFTBANK Holdings (Europe) Ltd., a wholly-owned subsidiary of SOFTBANK Corp. (collectively, "Softbank"). Softbank will, concurrently with the filing of this 13D, file Amendment No. 2 to Schedule 13D originally filed on March 1, 2001, relating to the Common Stock of PeoplePC, to include their beneficial ownership interest in any shares of Common Stock that are or may become beneficially owned by @viso pursuant to the Put Option (as described below). Set forth in Schedule A hereto, which is incorporated herein by reference, is the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship, of each of Vivendi's and @viso's directors and executive officers. (d) During the past five years, neither Vivendi nor @viso nor, to Vivendi's or @viso's knowledge, any person named in Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither Vivendi nor @viso nor, to Vivendi's or @viso's knowledge, any person named in Schedule A hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to a Memorandum of Agreement, dated as of February 20, 2001 (the "Memorandum of Agreement"), PeoplePC granted to @viso, subject to stockholder approval, an option to sell to PeoplePC (the "Put Option") all of the shares held by @viso in PeoplePC Europe NV, a Dutch company ("PPC Europe"), in exchange for Common Stock, such that after the exercise in full of the Put Option, PeoplePC will own all of the outstanding capital stock of PPC Europe and @viso will own Common Stock. The parties entered into a definitive Put Option Agreement (the "Put Option Agreement") dated as of May 30, 2001, and stockholder approval was received on May 31, 2001. As of January 14, 2002, pursuant to the terms of the Put Option Agreement, @viso would be entitled to receive up to 28,341,356 shares of Common Stock upon exercise in full of its Put Option. Although @viso has not exercised its Put Option, as of January 14, 2002, Vivendi and @viso may be deemed to be the beneficial owners of 28,341,356 shares of Common Stock with a shared right to vote and dispose or direct the disposition of all such shares. The descriptions of the Memorandum of Understanding and the Put Option Agreement contained herein are qualified in their entirety by reference to such agreements, which are attached hereto as Exhibits 1 and 2. Concurrently with the execution of the Memorandum of Agreement, PPC Europe agreed to lend $15,000,000 to PeoplePC to be used for general corporate and working capital purposes against receipt of a promissory note of PeoplePC (the "Note"). The Note initially had a 90-day term, and at maturity became automatically repayable unless the term is extended by @viso in its sole discretion. Upon execution of the Put Option Agreement and related documents, the Note converted into a demand note. The Note bears a market rate of interest. The description of the Note contained herein is qualified in its entirety by reference to the Note, which is attached hereto as Exhibit 3. The Put Option Agreement provides that additional loans may be made by PPC Europe and PeoplePC UK, Ltd. to PeoplePC to be used for general corporate and working capital purposes. Pursuant to a Stockholder Agreement, dated as of May 30, 2001 (the "Stockholder Agreement"), among PeoplePC, @viso and the PeoplePC stockholders identified on Schedule A thereto (the "Stockholders"), each Stockholder agreed to vote (or cause to be voted) such Stockholder's shares of Common Stock (the "Shares") in favor of an issuance of up to 32,628,060 shares of Common Stock upon the exercise by @viso of its Put Option. The parties 4 entered into the Stockholder Agreement to induce @viso to enter into the Put Option Agreement. The description of the Stockholder Agreement contained herein is qualified in its entirety by reference to the Stockholder Agreement, which is attached hereto as Exhibit 4. ITEM 4. PURPOSE OF TRANSACTION The purpose or purposes of the transaction was to induce @viso to agree to the lending of funds from PPC Europe to PeoplePC and to facilitate the lending of such funds, which funds are to be used by PeoplePC for general corporate and working capital purposes. (a)-(c) Not applicable. (d) Upon execution of the Memorandum of Understanding and continuing until the date @viso exercises its Put Option (the "Exercise Date"), PeoplePC agreed that Frank Boulben, a Vivendi representative on the @viso board of directors, will have the right to participate in and attend all meetings of the PeoplePC board of directors in a non-voting capacity. Pursuant to the Stockholder Agreement, beginning on the Exercise Date and continuing until February 20, 2006 (the "Termination Date"), at each annual or special meeting called or action taken for the purpose of electing directors to PeoplePC's board of directors, PeoplePC agreed to include a director nominee designated by @viso and to solicit proxies in favor of such nominee, and each Stockholder agreed to vote (or cause to be voted) such Stockholder's Shares in favor of election of such director nominee designated by @viso, such that @viso will at all times after the Exercise Date and until the Termination Date have one director representative on the PeoplePC board of directors. The Stockholder Agreement provides that Vivendi has the right to designate @viso's director designee. (e)-(i) Not applicable. (j) Other than as described above, Vivendi and @viso currently have no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a) - (i) of this Schedule 13D (although Vivendi and @viso reserve the right to develop such plans or proposals). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) In connection with the Put Option Agreement, Vivendi and @viso may be deemed to be the beneficial owners of approximately 19.9% of the issued and outstanding shares of Common Stock based on 114,002,422 outstanding shares of Common Stock represented by PeoplePC as outstanding as of December 31, 2001. (b) As of January 14, 2002, pursuant to the terms of the Put Option Agreement, upon @viso's exercise in full of its Put Option, @viso would be entitled to receive up to 28,341,356 shares of Common Stock. The Put Option may be exercised in two alternative forms, one which is exercisable for a particular number of shares (the "Primary Put Option") and the other which is exercisable for Common Stock based on a predetermined cash value subject to a percentage cap (the "Secondary Put Option"). The Primary Put Option may be exercised by @viso at any time before the Termination Date. The Secondary Put Option may be exercised at any time during the 60-day period beginning on February 20, 2006, or during the 60-day period following a Triggering Event or Change in Control (as such terms are defined in the Put Option Agreement). Although @viso has not exercised the Put Option, as of January 14, 2002, Vivendi and @viso may be deemed to be the beneficial owners of 28,341,356 shares of Common Stock with a shared right to vote and dispose or direct the disposition of all such shares. Pursuant to the Stockholder Agreement, the Stockholders have agreed, among other things, to vote (or cause to be voted) such Stockholder's Shares in favor of an issuance of up to 32,628,060 shares of Common Stock upon the exercise by @viso of its Put Option. The Stockholders and the number of Shares subject to their respective Stockholder Agreements are set forth in Schedule A to the Stockholder Agreement, which is incorporated herein by reference. Pursuant to the Second Amended and Restated Investor Rights Agreement, dated as of May 30, 2001 (the "Investor Rights Agreement"), (i) PeoplePC, (ii) certain holders of PeoplePC Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (such holders collectively referred to as the Investors), and (iii) certain other stockholders who with the Investors were parties to a prior investor rights agreement with PeoplePC dated as of April 5, 2001 (the "Prior Agreement") agreed, among other things, that the Prior Agreement would be superceded and replaced in its entirety by the Investor Rights Agreement. PeoplePC further agreed, among other things, that as a condition to @viso and Softbank entering into the Put Option Agreement, PeoplePC would grant to each of @viso (and Softbank to the extent it exercises a warrant described therein) certain registration rights for shares issued in accordance with the Put Option Agreement. The execution and delivery of the Investor Rights Agreement by PeoplePC, @viso, Softbank, and Investors holding at least a majority of the outstanding Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is a condition to PeoplePC's, @viso's and Softbank's obligations under the Put Option Agreement. The description of the Investor Rights Agreement contained herein is qualified in its entirety by reference to the Investor Rights Agreement, which is attached hereto as Exhibit 5. 5 (c) Subsequent to the Closing of the transactions described herein, @viso and certain other parties entered into a Registration Rights Agreement dated as of December 17, 2001 (the "Registration Rights Agreement") with PeoplePC pursuant to which PeoplePC became obligated to file a registration statement within 30 days of the date thereof for the resale of certain shares of Common Stock, including those that would be received by @viso upon @viso's exercise of the Put Option. The description of the Registration Rights Agreement contained herein is qualified in its entirety by reference to the Registration Rights Agreement, which is attached hereto as Exhibit 6. On December 17, 2001, Messrs. Fisher and Popiel, the Softbank designees on the @viso board of directors may be deemed to have participated in transactions effecting the Common Stock. Please reference Amendment No. 1 to Schedule 13D relating to the Common Stock of PeoplePC, which amendment was filed on December 18, 2001, for a description of such transactions. Neither Vivendi nor @viso nor, to the knowledge of Vivendi or @viso, any person named in Schedule A, has effected any other transaction in the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than as described in Items 3, 4 and 5 and incorporated herein by reference, to the knowledge of Vivendi and @viso, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of PeoplePC, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS The following documents are filed as exhibits: 1. Memorandum of Agreement, dated as of February 20, 2001, among (i) PeoplePC, Inc., a Delaware corporation, (ii) @viso Limited, a company organized under the laws of the United Kingdom, (iii) SOFTBANK Capital Partners LP, SOFTBANK Capital Advisors Fund LP, SOFTBANK Capital LP, SOFTBANK Technology Ventures IV L.P. and SOFTBANK Technology Advisors Fund L.P., each a Delaware limited partnership, (iv) PeoplePC Europe NV, a Dutch company, and (v) Nick Grouf. 2. Put Option Agreement, dated as of May 30, 2001, by and among (i) PeoplePC, Inc., a Delaware corporation, (ii) @viso Limited, a company organized under the laws of the United Kingdom ("@viso"), (iii) Bowerbrook Limited, a company organized under the laws of the United Kingdom and a wholly owned subsidiary of @viso, (iv) SOFTBANK Capital Partners LP, SOFTBANK Capital Advisors Fund LP and SOFTBANK Capital LP, each a Delaware limited partnership, and (v) PeoplePC Europe NV, a Dutch company. 3. Promissory Note, dated February 22, 2001, between PeoplePC Europe N.V., a Dutch Company ("Lender") and PeoplePC, Inc., a Delaware corporation ("Debtor"). 4. Stockholder Agreement, dated as of May 30, 2001, among PeoplePC, Inc., a Delaware corporation ("PeoplePC"), @viso Limited, a company organized under the laws of the United Kingdom, and the PeoplePC stockholders identified on Schedule A thereto. 5. Second Amended and Restated Investor Rights Agreement, dated as of May 30, 2001, by and among PeoplePC, Inc., a Delaware corporation ("PeoplePC), the holders of PeoplePC's Series A Preferred Stock set forth on Exhibit A thereto, the holders of PeoplePC's Series B Preferred Stock set forth on Exhibit B thereto, the holders of PeoplePC's Series C Preferred Stock set forth on Exhibit C thereto, and the holders of the put options granted by PeoplePC pursuant to the Put Option Agreement dated as of May 30, 2001. 6. Registration Rights Agreement, dated as of December 17, 2001, by and among PeoplePC, Inc., a Delaware corporation ("PeoplePC"), @viso Limited, a company organized under the laws of the United Kingdom, and the holders of the PeoplePC Series B Preferred Stock, par value $0.0001 per share, set forth on Exhibit A thereto (the "Investors"). 6 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. VIVENDI UNIVERSAL, S.A. by /s/ George E. Bushnell, III -------------------------------- Name: George E. Bushnell, III Title: Vice President @VISO LIMITED by /s/ Daniel Scolan -------------------------------- Name: Daniel Scolan Title: Director Dated: January 28, 2002 7 EXHIBIT INDEX Exhibit Number Exhibit Name ------- ------------ 1. Memorandum of Agreement, dated as of February 20, 2001, among (i) PeoplePC, Inc., a Delaware corporation, (ii) @viso Limited, a company organized under the laws of the United Kingdom, (iii) SOFTBANK Capital Partners LP, SOFTBANK Capital Advisors Fund LP, SOFTBANK Capital LP, SOFTBANK Technology Ventures IV L.P. and SOFTBANK Technology Advisors Fund L.P., each a Delaware limited partnership, (iv) PeoplePC Europe NV, a Dutch company, and (v) Nick Grouf 2. Put Option Agreement, dated as of May 30, 2001, by and among (i) PeoplePC, Inc., a Delaware corporation, (ii) @viso Limited ("@viso"), a company organized under the laws of the United Kingdom, (iii) Bowerbrook Limited, a company organized under the laws of the United Kingdom and a wholly owned subsidiary of @viso, (iv) SOFTBANK Capital Partners LP, SOFTBANK Capital Advisors Fund LP and SOFTBANK Capital LP, each a Delaware limited partnership, and (v) PeoplePC Europe NV, a Dutch company 3. Promissory Note, dated February 22, 2001, between PeoplePC Europe N.V., a Dutch Company ("Lender") and PeoplePC, Inc., a Delaware corporation ("Debtor") 4. Stockholder Agreement, dated as of May 30, 2001, among PeoplePC, Inc., a Delaware corporation ("PeoplePC"), @viso Limited, a company organized under the laws of the United Kingdom, and the PeoplePC stockholders identified on Schedule A thereto 5. Second Amended and Restated Investor Rights Agreement, dated as of May 30, 2001, by and among PeoplePC, Inc., a Delaware corporation ("PeoplePC), the holders of PeoplePC's Series A Preferred Stock set forth on Exhibit A thereto, the holders of PeoplePC's Series B Preferred Stock set forth on Exhibit B thereto, the holders of PeoplePC's Series C Preferred Stock set forth on Exhibit C thereto, and the holders of the put options granted by PeoplePC pursuant to the Put Option Agreement dated as of May 30, 2001 6. Registration Rights Agreement, dated as of December 17, 2001, by and among PeoplePC, Inc., a Delaware corporation ("PeoplePC"), @viso Limited, a company organized under the laws of the United Kingdom, and the holders of the PeoplePC Series B Preferred Stock, par value $0.0001 per share, set forth on Exhibit A thereto (the "Investors") 8 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF VIVENDI UNIVERSAL, S.A. Set forth below is the name, business address, principal occupation or employment and citizenship of each director and executive officer of Vivendi Universal. Unless otherwise indicated, the business address of each person listed below is 42, Avenue de Friedland, 75380 Paris Cedex 08, France.

10 DIRECTORS AND EXECUTIVE OFFICERS OF @VISO LIMITED Set forth below is the name, business address, principal occupation or employment and citizenship of each director and executive officer of @viso Limited.

PEOPLEPC INC SC 13D