UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 1, 2008
The Interpublic Group of Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
The Interpublic Group of Companies, Inc. |
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(Exact Name of Registrant as Specified in Charter) |
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| Delaware | 1-6686 | 13-1024020 |
| (State or Other Jurisdiction | (Commission File | (IRS Employer |
| of Incorporation) | Number) | Identification No.) |
1114 Avenue of the Americas, New York, New York |
10036 | |
(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant’s telephone number, including area code: 212-704-1200 |
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(Former Name or Former Address, if Changed Since Last Report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. |
Other Events. |
In May 2008, we reached a settlement with the SEC concluding the investigation that began in 2002 into our financial reporting practices. The SEC filed a complaint on May 1, 2008 in the United States District Court for the Southern District of New York charging Interpublic and our subsidiary McCann-Erickson Worldwide Inc., or McCann, with violations of the federal securities laws. The charges under the antifraud provisions of the federal securities laws relate to intercompany accounting practices at McCann that were addressed in our restatement of 1997 to 2002 results first announced in August 2002 and that were also the subject of a class action under the federal securities laws that we settled in 2004. The charges relating to violations of the disclosure, internal controls and books and records provisions of the federal securities laws also relate to the restatement we presented in our Annual Report on Form 10-K for the year ended December 31, 2004 and the restatement of the first three quarters of 2005 that we made in our 2005 Annual Report on Form 10-K, as well as the restatement we first announced in August 2002. Without admitting or denying the allegations, Interpublic and McCann agreed to an injunction against violating the applicable provisions of the federal securities laws, and McCann agreed to pay a $12 million civil penalty and disgorgement of one dollar.
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Item 9.01. |
Financial Statements and Exhibits. |
Exhibit 99.1: Press release dated May 1, 2008 (filed pursuant to Item 8.01)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE INTERPUBLIC GROUP OF COMPANIES, INC. | ||
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Date: May 1, 2008 |
By: /s/ Nicholas J. Camera |
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| Nicholas J. Camera Senior Vice President, General Counsel and Secretary |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Interpublic Announces Agreement to Settle SEC Claims
New York, NY – May 1, 2008 – IPG announced today that it has been informed by the SEC that the Commission has concluded its investigation into the company’s past financial reporting practices, begun in 2002. Further, IPG and the SEC have agreed on a settlement of all charges brought by the SEC against IPG and its subsidiary, McCann-Erickson. While neither admitting nor denying the allegations brought by the SEC, Interpublic and McCann have agreed to an injunction against violating the applicable provisions of the federal securities laws, and McCann has agreed to pay a civil penalty of $12 million and disgorgement of one dollar.
“We are very pleased to have settled with the SEC and we believe this matter is now behind us,” said Michael I. Roth, Interpublic’s Chairman and CEO. “As previously disclosed, IPG and McCann have cooperated with the Commission from the start of its investigation. The events that gave rise to the SEC charges of securities fraud relate to intercompany accounting practices at McCann which were addressed in our restatement of 1997 to 2002 results and which did not involve client funds. The individuals named in the SEC’s press release today have not been with the company since 2003. Under current management, we have devoted considerable resources to replacing and expanding staff in the relevant areas and our efforts to remediate material financial control weaknesses and improve financial reporting have been a top corporate priority for all of our agencies. As a result, we achieved compliance with Sarbanes-Oxley standards at the end of 2007. Resolving these final legacy issues will allow us to focus on building the business going forward.”
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Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200 tel 212-704-1201 fax
About Interpublic
Interpublic is one of the world's leading organizations of advertising agencies and marketing services companies. Major global brands include Draftfcb, FutureBrand, GolinHarris International, Initiative, Jack Morton Worldwide, Lowe Worldwide, MAGNA Global, McCann Erickson, Momentum, MRM Worldwide, Octagon, Universal McCann and Weber Shandwick. Leading domestic brands include Campbell-Ewald, Carmichael Lynch, Deutsch, Hill Holliday, Mullen, The Martin Agency and R/GA. For more information, please visit www.interpublic.com.
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Contact Information
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Philippe Krakowsky (212) 704-1328 |
Jerry Leshne (Analysts, Investors) (212) 704-1439 |
Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200 tel 212-704-1201 fax