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As filed with the Securities and Exchange Commission on July 2, 2001
Registration No. 333-59254
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SECURITIES AND EXCHANGE COMMISSION
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POST EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4 (333-59254)
UNDER THE SECURITIES ACT OF 1933
The Interpublic Group of Companies, Inc.
(Exact name of registrant as specified in its Charter)
DELAWARE 7311 13-1024020
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Identification
Organization) Code Number) Number)
1271 Avenue of the Americas
New York, New York 10020
(212) 399-8000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Principal Executive Offices)
The True North Communications Inc. Stock Option Plan,
The True North Communications Inc. Outside Director Stock Option Plan, and
The Bozell, Jacobs, Kenyon & Eckhardt, Inc. Stock Option Plan
as each is assumed by The Interpublic Group of Companies
(Full Titles of the Plans)
NICHOLAS J. CAMERA, SENIOR VICE PRESIDENT,
GENERAL COUNSEL & SECRETARY
THE INTERPUBLIC GROUP OF COMPANIES, INC.
1271 Avenue of the Americas
New York, New York 10020
(212) 399-8000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Copies to:
Arthur H. Kohn, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Securities Amount to Be Proposed Maximum Maximum Aggregate Amount of
to be registered Registered(1) Offering Price Offering Registration
Per Share(2) Price(2) Fee(2)
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Common stock 8,626,023 N/A N/A N/A
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(1) Consists of common stock of The Interpublic Group of Companies, Inc. to be
issued pursuant to the assumed stock options, granted under the (i) True
North Communications Inc. Stock Option Plan, (ii) True North Communications
Inc. Outside Director Stock Option Plan, and (iii) Bozell, Jacobs, Kenyon &
Eckhardt, Inc. Stock Option Plan (collectively, the "Plans"). Pursuant to
Rule 416(a), also covers additional securities that may be offered as a
result of stock splits, stock dividends or similar events. This Interpublic
Group common stock was previously registered on the initial Registration
Statement on Form S-4 (333-59254).
(2) No additional registration fee is required pursuant to Rule 457(b).
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This Registration Statement on Form S-8 is filed by The Interpublic
Group of Companies, Inc., a Delaware corporation (the "Corporation" or
"Registrant"), relating to 8,626,023 shares of the Corporation's common stock
(the "Shares"), issuable to current and former employees or directors of True
North Communications Inc., a wholly owned subsidiary of the Corporation,
pursuant to Options (which have been assumed by the Corporation) granted under
the (i) True North Communications Inc. Stock Option Plan, (ii) True North
Communications Inc. Outside Director Stock Option Plan, and (iii) Bozell,
Jacobs, Kenyon & Eckhardt, Inc. Stock Option Plan (collectively, the "Plans").
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the
Corporation with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
(i) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
(ii) The Corporation's Current Reports on Form 8-K, filed with the
Commission on January 11, 2001, March 1, 2001, March 19, 2001 and April 27,
2001;
(iii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report referred to in (i) above; and
(iv) The description of the Shares contained in the Corporation's
registration statements on Form 8-A, dated June 29, 1971 and October 8, 1975,
respectively, as amended by Forms 8, dated February 24, 1983, June 12, 1984,
September 13, 1984, June 25, 1985, July 15, 1987 and May 19, 1988, and the
description of the Rights currently traded with the Common Stock contained in
the Corporation's registration statement on Form 8-A, dated August 1, 1989, and
amended on a Form 8, dated October 3,1989, filed under Section 12 of the
Exchange Act, including any subsequent amendments or reports filed for the
purpose of updating such description
All reports and other documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which indicates that all securities offered hereunder 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 of such documents.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of Title 8 of the General Corporation Law of the State of
Delaware ("GCL") gives a corporation power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, provided
that such director, officer, employee or agent acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director, officer, employee or agent had no reasonable cause to
believe his or her conduct was unlawful. The same Section also gives a
corporation power to indemnify any person who is or was a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that such person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the abjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Section 145 of the GCL further provides that, to the extent
that a director, officer, employee or agent of the corporation has been
successful o the merits or otherwise in defense of any such action, suit or
proceeding, or in defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.
The Corporation's by-laws contain specific authority for
indemnification by the Corporation of current and former directors, officers,
employees or agents of the Corporation on terms that have been derived from
Section 145 of Title 8 of the GCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Corporation with the Commission, each of the following
exhibits is filed herewith:
Exhibit No. Description
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4.1* The Restated Certificate of Incorporation of
The Interpublic Group of Companies, Inc.
(filed as Exhibit 3(i) to the Registrant's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999)
4.2* By-laws of The Interpublic Group of Companies, Inc. (
filed as Exhibit 4.2 to the Registrant's registration
statement on Form S-3/A filed on July 31, 2000)
4.3 True North Communications Inc. Stock Option Plan
4.4 True North Communications Inc. Outside Director Stock
Option Plan
4.5 Bozell, Jacobs, Kenyon & Eckhardt, Inc. Stock Option Plan
5.1* Opinion of Nicholas J. Camera, Esq. as to the legality of
the shares of common stock offered hereby (filed as
Exhibit 5.1 to the Registrant's Registration Statement
on Form S-4 (333-59254)).
23.1* Consent of Nicholas J. Camera, Esq. (included in the opinion
filed as Exhibit 5.1).
23.2* Consent of PricewaterhouseCoopers LLP (relating to
financial statements of the Registrant)
(filed as Exhibit 23.1 to the Registrant's
Registration Statement on Form S-4 (333-59254)).
23.3* Consent of Arthur Andersen LLP (relating to financial
statements of NFO Worldwide, Inc. and subsidiaries
included in the financial statements of the Registrant)
(filed as Exhibit 23.3 to the Registrant's Registration
Statement on Form S-4 (333-59254))
23.4* Consent of J.H. Cohn LLP (relating to financial
statements of Deutsch, Inc. and subsidiary and
affiliates included in the financial statements
of the Registrant)(filed as Exhibit 23.4 to the
Registrant's Registration Statement on Form S-4
(333-59254))
24.1* Power of Attorney for certain directors of The
Interpublic Group of Companies, Inc. (Included in
Part II of the Registrant's Registration Statement
on Form S-4 (333-59254)*).
24.2* Power of Attorney for certain directors of
The Interpublic Group of Companies, Inc.
(filed as Exhibit 24.2 to the Registrant's
Registration Statement on Form S-4
(333-59254)*).
24.3 Power of Attorney for Richard A. Goldstein,
a director of The Interpublic Group of
Companies, Inc.
*Incorporated by reference
Item 9. Undertakings.
(1) 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;
(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 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;
provided, however, that paragraphs (1)(i) and (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 by the
Registrant pursuant to Section 13 or Section 15(d) 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 the 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; and
(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, 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 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 the time shall be deemed to be the initial bona
fide offering thereof.
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 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.
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
Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, on the 2nd day of July, 2001.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By: /s/ Sean F. Orr
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Sean F. Orr
Executive Vice President,
Chief Financial Officer
and Director
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 2nd day of July, 2001.
Signature Title
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* Chairman of the Board, President
------------------------- and Chief Executive Officer
John J. Dooner (Principal Executive Officer)
* Executive Vice President,
------------------------- Chief Financial Officer
Sean F. Orr (Principal Financial Officer)
and Director
* Director
-------------------------
Frank J. Borelli
* Director
-------------------------
Reginald K. Brack
* Director
-------------------------
Jim M. Considine
* Director
-------------------------
James R. Heekin
* Director
-------------------------
Frank B. Lowe
* Director
-------------------------
J. Phillip Samper
* Director
-------------------------
Richard A. Goldstein
Vice Chairman and Director
-------------------------
David A. Bell
Director
-------------------------
J. Brendan Ryan
* By: /s/ Sean F. Orr
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Sean F. Orr,
as Attorney-in-Fact
Date: July 2, 2001
EXHIBIT INDEX
Exhibit No. Description Method of Filing Sequentially Numbered
Page Location
4.1 Certificate of Incorporation of Filed as Exhibit 3(i) to the --
The Interpublic Group of Registrant's Quarterly Report
Companies, Inc. on Form 10-Q for the quarter
ended June 30, 1999, and
incorporated by reference herein
4.2 By-laws of The Interpublic Group Filed as Exhibit 4.2 to the --
of Companies, Inc. Registrant's Registration
Statement on Form S-3/A filed
on July 31, 2000, and
incorporated by reference herein
4.3 True North Communications Inc. Filed herewith
Stock Option Plan 12
4.4 True North Communications Inc. Filed herewith
Outside Director Stock Option Plan 20
4.5 Bozell, Jacobs, Kenyon & Filed herewith
Eckhardt, Inc. Stock Option Plan 23
5.1 Opinion of Nicholas J. Camera, Filed as Exhibit 5.1 to the --
Esq. Registrant's Registration
Statement on Form S-4
(333-59254), and incorporated
by reference herein
23.1 Consent of Nicholas J. Camera, Included in the opinion filed --
Esq. as Exhibit 5.1
23.2 Consent of PricewaterhouseCoopers Filed as Exhibit 23.1 to the --
LLP, Independent Auditors Registrant's Registration
(relating to financial statements Statement on Form S-4
of the Corporation) (333-59254), and incorporated
by reference herein
23.3 Consent of Arthur Andersen LLP Filed as Exhibit 23.3 to the --
(relating to financial statements Registrant's Registration
of NFO Worldwide, Inc. and Statement on Form S-4
subsidiaries included in the (333-59254), and incorporated
financial statements of the by reference herein
Registrant)
23.4 Consent of J. H. Cohn LLP Filed as Exhibit 23.4 to the --
(relating to financial statements Registrant's Registration
of Deutsch, Inc. and subsidiary Statement on Form S-4
and affiliates and included in (333-59254), and incorporated
the financial statements of the by reference herein
Registrant)
24.1 Power of Attorney Included in Part II of the --
Registrant's Registration
Statement on Form S-4
(333-59254), and incorporated
by reference herein
24.2 Power of Attorney Filed as Exhibit 24.2 to the --
Registrant's Registration
Statement on Form S-4
(333-59254), and incorporated
by reference herein
24.3 Power of Attorney for Richard A. Filed herewith
Goldstein, director of Registrant 31