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Registration No. 333-
___________________________________________________________________________
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 OUTSIDE DIRECTORS'
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 200,000 $58-1/2 $11,700,000 $3,545.45
($.10 par value)
___________________________________________________________________________
PAGE
, In accordance with Rule 457(h) under the Securities
Act of 1933, as amended (the "Act"), calculated
based upon the average of the high and low prices of
the Common Stock on the New York Stock Exchange on
May 27, 1997.
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, 1996;
(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, 1996; 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. As of May 30, 1997, Mr. Camera owned
6,000 shares of Common Stock, of which 5,000 shares contain
restrictions on their sale or transfer and held options to
purchase 27,800 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 majority vote of the corporation's
directors who are not parties to the matter, independent legal
counsel or shareholders must find that the director, officer,
employee or agent 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 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 except that no such 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:
PAGE
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
(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
PAGE
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
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.
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 LLP.
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.
(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;
(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, 1997.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
(Registrant)
May 30, 1997 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, 1997
PHILIP H. GEIER, JR.
Vice Chairman-
Finance and Operations
(Principal Financial
EUGENE P. BEARD Officer) and Director May 30, 1997
EUGENE P. BEARD
Vice President and
Controller (Principal
JOSEPH STUDLEY Accounting Officer) May 30, 1997
JOSEPH STUDLEY
PAGE
*FRANK J. BORELLI Director May 30, 1997
FRANK J. BORELLI
REGINALD K. BRACK Director May 30, 1997
REGINALD K. BRACK
JILL M. CONSIDINE Director May 30, 1997
JILL M. CONSIDINE
*JOHN J. DOONER, JR. Director May 30, 1997
JOHN J. DOONER, JR.
*FRANK B. LOWE Director May 30, 1997
FRANK B. LOWE
*LEIF H. OLSEN Director May 30, 1997
LEIF H. OLSEN
*MARTIN F. PURIS Director May 30, 1997
MARTIN F. PURIS
*ALLEN QUESTROM Director May 30, 1997
ALLEN QUESTROM
*J. PHILLIP SAMPER Director May 30, 1997
J. PHILLIP SAMPER
*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 LLP.
24. Power of attorney of directors of IPG.
PAGE
Exhibit 5.1
May 30, 1997
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, 1997 related to The
Interpublic Outside Directors' 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 have been duly authorized, and when issued and
delivered in accordance with the terms of 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 IPG
for use 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 and 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 our report dated February
14, 1997, which appears on page 48 of the 1996 Annual Report to
Stockholders of The Interpublic Group of Companies, Inc. (the
Company"), which is incorporated by reference in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996.
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, 1997
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 Outside
Directors' 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