AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2002
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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THE INTERPUBLIC GROUP OF COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-1024020
(STATES OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
1271 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(212) 399-8000
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
THE INTERPUBLIC GROUP OF COMPANIES, INC.
2002 PERFORMANCE INCENTIVE PLAN
(FULL TITLE OF THE PLANS)
NICHOLAS J. CAMERA, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND 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)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE FEE
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Common Stock, par value $0.10 per share 12,500,000 (1) $32.64 (2) $408,000,000 (2) $37,536
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
("Securities Act"), the number of shares of Common Stock registered
hereby is subject to adjustment to prevent dilution by reason of any
stock dividend, stock split, recapitalization or other similar
transaction that results in an increase in the number of the outstanding
shares of Common Stock.
(2) Calculated in accordance with Rule 457(h) under the Securities Act based
on the average of the high and low sales prices per share of the Common
Stock on May 31, 2002, as reported by the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Interpublic Group of Companies, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):
- The Annual Report on Form 10-K of the Registrant for the year ended
December 31, 2001, as amended by Amendment Nos. 1 and 2 to Annual
Report on Form 10-K/A;
- The Quarterly Report on Form 10-Q of the Registrant for the quarter
ended March 31, 2002;
- Current Reports on Form 8-K of the Registrant, filed on February 13,
2002, March 4, 2002 (two reports), and May 3, 2002 (two reports);
- The description of the shares of the Registrant's common stock, par
value $.10 per share (the "Common Stock"), contained in the
Registrant's Registration Statements on Form 8-A, filed June 29, 1971
and October 8, 1975, pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and including
all amendments or reports subsequently filed for the purpose of
updating the description.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities offered hereby have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of 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 subsequently filed document that also is deemed to
be 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.
Nicholas J. Camera, Senior Vice President, General Counsel and
Secretary of the Registrant, has rendered the opinion filed herewith as to
legality of the shares of the Common Stock being registered
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pursuant to this Registration Statement. As of May 31, 2002, Mr. Camera owned
30,000 shares of Common Stock, all of which have restrictions on their sale or
transfer, and held options to purchase 175,000 shares of the Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of Title 8 of the General Corporation Law of the State of
Delaware permits a corporation 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 the 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 the director, officer, employee or agent acted in
good faith and in a manner reasonably believed to be in or not opposed by the
best interests of the corporation, and, with respect to any criminal action or
proceeding, provided that the director, officer, employee or agent had no
reasonable cause to believe his or her conduct was unlawful. Section 145 also
permits a corporation 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
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that the 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) actually and reasonably incurred by the
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 the 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 adjudication of liability but in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for the
expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that, to the extent that a director, officer,
employee or agent of a corporation has been successful on 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 Registrant's By-laws contain specific authority for
indemnification by the Registrant of current and former directors, officers,
employees or agents of the Registrant on terms that have been derived from
Section 145 of Title 8 of the General Corporation Law of the State of
Delaware.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 Restated Certificate of Incorporation of the Registrant, as amended (incorporated by
reference to Exhibit 3.1(i) to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.1(ii) to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2000).
5.1 Opinion of Nicholas J. Camera.
23.1 Consent of Nicholas J. Camera (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP (with respect to True North Communications, Inc.)
23.4 Consent of Arthur Andersen LLP (with respect to NFO Worldwide, Inc.).
23.5 Consent of J.H. Cohn LLP.
24.1 Power of Attorney of Directors of the Registrant (included on signature pages of this Part
II).
ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:
(a) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(b) 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
(c) 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
this Registration Statement;
provided, however, that paragraphs 1(a) and 1(b) 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) The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act, each
post-effective amendment described under paragraph (1), above,
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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) The undersigned Registrant hereby undertakes 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) The undersigned Registrant hereby undertakes that, for
purposes of determining 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.
(5) 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 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, 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 New York, State of New York, on May 31, 2002.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By: /s/ Nicholas J. Camera
------------------------------------------
Nicholas J. Camera
Senior Vice President, General Counsel and
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Nicholas J. Camera, John J. Dooner, Jr.
and Sean F. Orr, and each of them, his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him, and in his
name, place and stead, in any and all capacities, (i) to act on, sign and file
with the Securities and Exchange Commission any and all amendments (including
post-effective amendments) to this registration statement, together with all
schedules and exhibits thereto, and any subsequent registration statement
filed pursuant to Rule 462(b) under the Securities Act, together with all
schedules and exhibits thereto, (ii) to act on, sign and file with the
Securities and Exchange Commission or any state securities commission or
regulatory agency all such certificates, instruments, agreements and other
documents as may be necessary or appropriate in connection with this
registration statement and any amendments thereto, and (iii) to take any and
all other actions that may be necessary or appropriate to effect the
registration of the shares pursuant to this registration statement, and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requested and necessary to be done in and about the premises as fully to all
intents and purposes as he might do or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board, President and Chief
/s/ John J. Dooner, Jr. Executive Officer (principal executive
------------------------------------ officer) May 31, 2002
John J. Dooner, Jr.
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SIGNATURE TITLE DATE
--------- ----- ----
Executive Vice President, Chief Financial
/s/ Sean F. Orr Officer (principal financial officer) and
------------------------------------ Director May 31, 2002
Sean F. Orr
/s/ Richard P. Sneeder, Jr. Vice President and Controller (principal
------------------------------------ accounting officer) May 31, 2002
Richard P. Sneeder, Jr.
/s/ Frank J. Borelli
------------------------------------
Frank J. Borelli Director May 31, 2002
/s/ Reginald K. Brack
------------------------------------
Reginald K. Brack Director May 31, 2002
/s/ Jill M. Considine
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Jill M. Considine Director May 31, 2002
/s/ H. John Greeniaus
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H. John Greeniaus Director May 31, 2002
/s/ Richard A. Goldstein
------------------------------------
Richard A. Goldstein Director May 31, 2002
/s/ Michael I. Roth
------------------------------------
Michael I. Roth Director May 31, 2002
/s/ J. Phillip Samper
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J. Phillip Samper Director May 31, 2002
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Registrant, as
amended (incorporated by reference to Exhibit 3.1(i) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.1(ii) to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000).
5.1 Opinion of Nicholas J. Camera.
23.1 Consent of Nicholas J. Camera (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP (with respect to True North
Communications, Inc.).
23.4 Consent of Arthur Andersen LLP (with respect to NFO Worldwide, Inc.).
23.5 Consent of J.H. Cohn LLP.
24.1 Power of Attorney of Directors of the Registrant (included on
signature pages of this Part II).
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