View:
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)
EMPLOYEE STOCK PURCHASE PLAN (1995)
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(full title of the plan)
CHRISTOPHER RUDGE
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 6,000,000 $37.3125 $223,875,000 $77,198.28
($.10 par value)
_________________________________________________________________
PAGE
, Based upon the average of the high and low prices on
the New York Stock Exchange on July 25, 1995, in
accordance with rule 457(h) under the Securities Act
of 1933, as amended (the "Act"). The shares stated
above consist of 6,000,000 shares which may be
issued under the Registrant's Employee Stock
Purchase Plan (1995).
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, 1994;
(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, 1994; and
(c) The description of the common shares of IPG contained in its
reports on Form 8-A, dated June 29, 1971 and October 8,
1975, respectively, as amended by reports on Form 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
shares of IPG contained in its report on Form 8-A, dated
August 1, 1989 and amended on 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 in and
made a part of this Registration Statement by reference 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
Christopher Rudge, Senior Vice President and General Counsel
of IPG, has opined upon the legality of the common shares of IPG
offered hereby. Christopher Rudge is a Key Employee pursuant to
the terms of The Employee Stock Purchase Plan (1995) of The
Interpublic Group of Companies, Inc. As of July 24, 1995, Mr.
Rudge owned 11,814 shares of Interpublic's Common Stock,
including 11,250 shares which contain restrictions on their sale
or transfer and had options to purchase 40,320 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.
PAGE
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
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
PAGE
(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 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
PAGE
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 policies 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.
Item 8. EXHIBITS
The following exhibits are filed as part of this
Registration Statement:
PAGE
5.1 Opinion of Christopher Rudge, Senior Vice President and
General Counsel of IPG, as to the legality of the
common shares offered hereby.
5.2 Opinion of Covington & Burling as to U.S. Federal tax
consequences and ERISA.
23.1 Consent of Christopher Rudge, Senior Vice President and
General Counsel of IPG (filed as part of Exhibit 5.1
hereof).
23.2 Consent of Covington & Burling (filed as part of
Exhibit 5.2 hereof).
23.3 Consent of Price Waterhouse.
24. Power of attorney of certain 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.
PAGE
(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 registration statement is on Form S-3, Form S-8
or Form F-3 and 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;
(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
PAGE
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 28th day of
July, 1995.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
(Registrant)
July 28, 1995 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 July 28, 1995
PHILIP H. GEIER, JR.
Executive Vice President-
Finance and Operations
(Principal Financial
EUGENE P. BEARD Officer) and Director July 28, 1995
EUGENE P. BEARD
Vice President and
Controller (Principal
JOSEPH STUDLEY Accounting Officer) July 28, 1995
JOSEPH STUDLEY
PAGE
*LYNNE V. CHENEY Director July 28, 1995
*LYNNE V. CHENEY
*JOHN J. DOONER, JR. Director July 28, 1995
*JOHN J. DOONER, JR.
*FRANK J. BORELLI Director July 28, 1995
*FRANK J. BORELLI
*FRANK B. LOWE Director July 28, 1995
*FRANK B. LOWE
*MARTIN F. PURIS Director July 28, 1995
*MARTIN F. PURIS
________________ Director July 28, 1995
LEIF H. OLSEN
*J. PHILLIP SAMPER Director July 28, 1995
*J. PHILLIP SAMPER
*JOSEPH J. SISCO Director July 28, 1995
*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 Christopher Rudge, Senior
Vice President and General Counsel of
IPG as to the legality of the common
shares offered hereby.
5.2 Opinion of Covington & Burling as to
U.S. Federal tax consequences and ERISA.
23.1 Consent of Christopher Rudge, Senior
Vice President and General Counsel of
IPG (filed as part of Exhibit 5.1 hereof).
23.2 Consent of Covington & Burling (filed as
part of Exhibit 5.2 hereof).
23.3 Consent of Price Waterhouse.
24. Power of attorney of certain directors of IPG.
PAGE
Exhibit 5.1
July 28, 1995
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 July 28, 1995 related to
the Employee Stock Purchase Plan (1995) of The Interpublic Group
of Companies, Inc. (the "Plan").
In connection with the foregoing, I am of the opinion
that the common shares covered by the Registration Statement, as
or when issued and delivered in accordance with the Plan, are or
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,
CHRISTOPHER RUDGE
CHRISTOPHER RUDGE
Senior Vice President, General
Counsel and Secretary
PAGE
Exhibit 5.2
COVINGTON & BURLING
1201 PENNSYLVANIA AVENUE, N.W.
P.O. BOX 7566
WASHINGTON, D.C. 20044-7566
(202) 662-6000
July 26, 1995
The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
Rockefeller Center
New York, New York 10020
Ladies and Gentlemen:
We are writing at your request to provide our opinion
regarding the description of the U.S. Federal tax consequences of
The Interpublic Group of Companies Employee Stock Purchase Plan
(1995) (the "Plan") and the status of the Plan under the Employee
Retirement Income Security Act of 1974 ("ERISA") that appears on
pages 10 through 12 of the prospectus for the Plan, that you
furnished to us.
In our opinion, if the Plan is administered in
accordance with its terms, the information provided on pages 10
through 12 of the prospectus accurately summarizes the Plan's
U.S. Federal tax consequences and ERISA status.
We hereby consent to the reference to Covington &
Burling under the caption "Legal Opinions" in the prospectus and
to the attachment of this letter as an exhibit to the Form S-8 to
be filed with the Securities and Exchange Commission in
connection with the Plan.
Very truly yours,
COVINGTON & BURLING
By: JOHN M. VINE
JOHN M. VINE
PAGE
Exhibit 23.3
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, 1995, which appears on page 35 of the 1994
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, 1994. We also consent to
the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page F2 of such Annual
Report on Form 10-K. 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
July 28, 1995
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 CHRISTOPHER
RUDGE, 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 Employee
Stock Purchase Plan (1995) 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: July 27, 1995
EUGENE P. BEARD FRANK J. BORELLI
EUGENE P. BEARD FRANK J. BORELLI
LYNNE V. CHENEY JOHN J. DOONER, JR.
LYNNE V. CHENEY JOHN J. DOONER, JR.
PAGE
PHILIP H. GEIER, JR. FRANK B. LOWE
PHILIP H. GEIER, JR. FRANK B. LOWE
___________________ MARTIN F. PURIS
LEIF H. OLSEN MARTIN F. PURIS
J. PHILLIP SAMPER JOSEPH J. SISCO
J. PHILLIP SAMPER JOSEPH J. SISCO
JOSEPH STUDLEY
JOSEPH STUDLEY