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Registration No. 33-
_____________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-1024020
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1271 Avenue of the Americas
New York, New York 10020
(Address of principal executive offices) (zip code)
THE INTERPUBLIC GROUP OF COMPANIES, INC.
1996 STOCK INCENTIVE PLAN
(full title of the plan)
NICHOLAS J. CAMERA, ESQ.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
1271 Avenue of the Americas
New York, New York 10020
(Name and address of agent for service)
(212) 399-8000
(Telephone number, including area code, of agent for service)
____________________________________
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
Securities to to be price per offering registration
be Registered Registered share price fee
_____________________________________________________________________
Common Stock 375,000 $47.75 $17,906,250 $6,174.57
($.10 par value)
_____________________________________________________________________
, Based upon the average of the high and low prices of the
Common Stock on the New York Stock Exchange on May 24, 1996,
in accordance with Rule 457(h) under the Securities Act of
1933, as amended (the "Act"). The shares stated above
consist of 375,000 shares which may be issued under The
Interpublic Group of Companies, Inc. 1996 Stock Incentive
Plan.
PAGE
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference and made
a part hereof:
(a) Annual Report on Form 10-K of The Interpublic Group of Companies, Inc.
("IPG" or the "Company") for the year ended December 31, 1995;
(b) All other reports filed by IPG pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1995; and
(c) The description of the common stock, par value $.10 per share, of IPG
(the "Common Stock") contained in its 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 IPG'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 documents filed by IPG pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration Statement and
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 this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained herein or
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.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
PAGE
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Nicholas J. Camera, Vice President and General Counsel of IPG, has
rendered the opinion filed herewith as to legality of the shares of Common
Stock being registered pursuant to this Registration Statement. Mr. Camera
is a key employee under the terms of The Interpublic Group of Companies,
Inc. 1996 Stock Incentive Plan. As of May 29, 1996, Mr. Camera owned 6,000
shares of Common Stock, all of which contain restrictions on their sale or
transfer and held options to purchase 13,400 shares of the Company's Common
Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
permits extensive indemnification of present and former directors,
officers, employees or agents of a Delaware corporation. Under Delaware
law, in order for a corporation to provide indemnification, a disinterested
majority of the corporation's board of directors, independent legal counsel
or shareholders must find that the director, officer, employee or agent
acted or failed to act in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation, and,
with respect to any criminal action or proceedings, had no reasonable cause
to believe his conduct was unlawful. Statutory indemnification is
permissive, except in the event of a successful defense, when a director,
officer, employee or agent must be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection
therewith. With regard to actions by or in the right of the corporation,
indemnification is permitted for expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or
settlement of such action, but no indemnification shall be permitted to
persons adjudged 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 that despite liability but in view of all the
circumstances such person fairly and reasonably is entitled to indemnity
for such expenses as such court deems proper. With regard to all other
actions, indemnification is permitted, and indemnification is allowed with
respect to expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding.
The Company's By-Laws contain specific authority for indemnification
by the Company of current and former directors, officers, employees or
agents of the Company on terms that have been derived from Section 145 of
the Delaware General Corporation Law. Article 6 of the By-Laws of the
Company provides as follows:
Section 6.01. ACTIONS OTHER THAN THOSE BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall 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 he is or was a
PAGE
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 attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.
Section 6.02. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall 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 he 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 attorney's
fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation. The foregoing sentence to the
contrary notwithstanding, 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 for negligence or misconduct in the performance
of his duty 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, such person is fairly and reasonably entitled to be indemnified
for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 6.03. INDEMNIFICATION AGAINST EXPENSES. To the extent
that a director, officer, employee or agent of the Corporation has
been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Section 6.01 or 6.02 hereof, or in
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Section 6.04. AUTHORIZATION. Any indemnification under Section
6.01 or Section 6.02 hereto (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
PAGE
or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 6.01 and 6.02,
and that he has reasonably cooperated with the Corporation in the
conduct of such action, suit or proceeding. Such determination shall
be made (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (b) if such quorum is not obtainable, (or, even if it
is obtainable, a quorum of disinterested directors so directs), by
independent legal counsel in written opinion, or (c) by the
stockholders.
Section 6.05. PAYMENT OF EXPENSES IN ADVANCE OF FINAL
DISPOSITION. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the manner provided in Section
6.04 hereof upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Section.
Section 6.06. NON-EXCLUSIVITY. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any by-laws, agreement,
vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of
such a person.
Section 6.07. APPLICATION. The provisions of this Article 6
shall not be construed to authorize indemnification in any case or for
any liability or expense where such indemnification would not be
lawful. They shall be applicable to claims, actions, suits and
proceedings made or commenced after the adoption hereof, whether
arising from acts or omissions to acts occurring before or after the
date of such adoption. If a person meets the requirements of this
Article 6 with respect to some matters in a claim, action, suit or
proceeding but not with respect to others, he shall be entitled to
indemnification as to the former.
The Company maintains a policy of insurance under which the Company
and its directors and officers are insured subject to specified exclusions
and deductible and maximum amounts against loss arising from any claim
which may be made against the Company or any director or officer of the
Company by reason of any breach of duty, neglect, error, misstatement,
omission or act done or alleged to have been done while acting in their
respective capacities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
PAGE
Item 8. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
5.1 Opinion of Nicholas J. Camera, Vice President and General Counsel
of IPG, as to the legality of the shares of Common Stock being
registered hereby.
23.1 Consent of Nicholas J. Camera, Vice President and General Counsel
of IPG (filed as part of Exhibit 5.1 hereof).
23.2 Consent of Price Waterhouse.
24. Power of attorney of directors of IPG.
Item 9. UNDERTAKINGS
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:
(a) to include any prospectus required by Section 10(a)(3) of the
1933 Act;
(b) 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 this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a twenty
percent (20%) change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in this
Registration Statement.
(c) to include any material 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 (1)(a) and (1)(b) do not apply if
the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;
PAGE
(2) that, for the purpose of determining any liability under the 1933 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; and
(4) that, for purposes of determining any liability under the 1933 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 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.
PAGE
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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York,
on the 30th day of May, 1996.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
May 30, 1996 By: PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR. Chairman of
the Board, 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 and in the
capacities and on the dates indicated.
Name Title Date
Chairman of the Board
President and Chief Executive
Officer (Principal Executive
PHILIP H. GEIER, JR. Officer) and Director May 30, 1996
PHILIP H. GEIER, JR.
Vice Chairman-
Finance and Operations
(Principal Financial
EUGENE P. BEARD Officer) and Director May 30, 1996
EUGENE P. BEARD
Vice President and
Controller (Principal
JOSEPH STUDLEY Accounting Officer) May 30, 1996
JOSEPH STUDLEY
PAGE
*JOHN J. DOONER, JR. Director May 30, 1996
JOHN J. DOONER, JR.
*FRANK J. BORELLI Director May 30, 1996
FRANK J. BORELLI
*FRANK B. LOWE Director May 30, 1996
FRANK B. LOWE
*MARTIN F. PURIS Director May 30, 1996
MARTIN F. PURIS
*ALLEN QUESTROM Director May 30, 1996
ALLEN QUESTROM
*LEIF H. OLSEN Director May 30, 1996
LEIF H. OLSEN
*J. PHILLIP SAMPER Director May 30, 1996
J. PHILLIP SAMPER
*JOSEPH J. SISCO Director May 30, 1996
JOSEPH J. SISCO
*By: PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Attorney-in-fact
PAGE
EXHIBIT INDEX
EXHIBIT TABLE NO.
5.1 Opinion of Nicholas J. Camera, Vice President and
General Counsel of IPG, as to the legality of the
shares of Common Stock being registered hereby.
23.1 Consent of Nicholas J. Camera, Vice President and
General Counsel of IPG (filed as part of Exhibit 5.1
hereof).
23.2 Consent of Price Waterhouse.
24. Power of attorney of certain directors of IPG.
PAGE
Exhibit 5.1
May 30, 1996
The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
New York, New York 10020
Re: Registration Statement on Form S-8
Dear Sirs:
This opinion is rendered in connection with the
Registration Statement on Form S-8 being filed by The Interpublic
Group of Companies, Inc. ("IPG") with the Securities and Exchange
Commission under the United States Securities Act of 1933 (the
"Registration Statement") on or about May 30, 1996 related to The
Interpublic Group of Companies, Inc. 1996 Stock Incentive Plan
(the "Plan").
In connection with the foregoing, I am of the opinion
that the shares of Common Stock covered by the Registration
Statement, as or when issued and delivered in accordance with the
Plan, will be duly and validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.
This opinion is furnished solely for the benefit of the
Securities and Exchange Commission in connection with the
aforementioned Registration Statement and is not to be used,
circulated, quoted from or otherwise referred to for any other
purpose.
Yours truly,
NICHOLAS J. CAMERA
NICHOLAS J. CAMERA
Vice President General
Counsel
PAGE
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of The Interpublic Group of
Companies, Inc. (the "Company") and the Prospectus constituting
part of such Registration Statement on Form S-8 of our report
dated February 13, 1996, which appears on page 40 of the 1995
Annual Report to Shareholders of the Company, which is
incorporated by reference in the Company's Annual Report on Form
10-K for the year ended December 31, 1995. We also consent to
the incorporation by reference of our report on the Financial
Statement Schedules, which appears in such Annual Report on Form
10-K under the heading entitled "Report of Independent
Accountants on Financial Statement Schedules". We also consent
to the reference to us under the heading "Experts" in the
Prospectus constituting part of this Registration Statement on
Form S-8.
PRICE WATERHOUSE LLP
New York, New York
May 30, 1996
PAGE
Exhibit No. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual
whose signature appears below constitutes and appoints PHILIP H.
GEIER, JR., EUGENE P. BEARD, JOSEPH STUDLEY and NICHOLAS J.
CAMERA, and each of them, as true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution,
for him, and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 covering
shares of Common Stock to be issuable under the 1996 Stock
Incentive Plan for The Interpublic Group of Companies, Inc., any
and all amendments (including further post-effective amendments)
thereto and all other instruments necessary or desirable in
connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, 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.
This Power of Attorney may be signed in any number of
counterparts with the same effect as if the signatures thereto
and hereto were upon the same instrument.
Dated: May 20, 1996
EUGENE P. BEARD FRANK J. BORELLI
EUGENE P. BEARD FRANK J. BORELLI
JOHN J. DOONER, JR. PHILIP H. GEIER, JR.
JOHN J. DOONER, JR. PHILIP H. GEIER, JR.
PAGE
FRANK B. LOWE LEIF H. OLSEN
FRANK B. LOWE LEIF H. OLSEN
MARTIN F. PURIS ALLEN QUESTROM
MARTIN F. PURIS ALLEN QUESTROM
J. PHILLIP SAMPER JOSEPH J. SISCO
J. PHILLIP SAMPER JOSEPH J. SISCO
JOSEPH STUDLEY
JOSEPH STUDLEY