-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TqHVIIdcgzWkXGMPlbdaUlku9IxJgjTcSH49dsx975ccCLarKhSrpVJO/8CFpsci p9qdOnEIetgbWYwnDS/MIQ== 0000891092-00-000469.txt : 20000524 0000891092-00-000469.hdr.sgml : 20000524 ACCESSION NUMBER: 0000891092-00-000469 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000523 EFFECTIVENESS DATE: 20000523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMNICOM GROUP INC CENTRAL INDEX KEY: 0000029989 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 131514814 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-37634 FILM NUMBER: 642034 BUSINESS ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124153700 MAIL ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH GROUP INC DATE OF NAME CHANGE: 19861117 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH INTERNATIONAL INC DATE OF NAME CHANGE: 19850604 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH INC DATE OF NAME CHANGE: 19781226 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 23, 2000 Registration Number 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- OMNICOM GROUP INC. (Exact name of registrant as specified in its charter) New York 13-1514814 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 437 Madison Avenue New York, New York 10022 (Address of Principal Executive Offices) (Zip Code) OMNICOM GROUP INC. AMENDED AND RESTATED 1998 INCENTIVE COMPENSATION PLAN (Full title of the plan) Barry J. Wagner, Esq. Secretary and General Counsel Omnicom Group Inc. 437 Madison Avenue New York, New York 10022 (212) 415-3600 (Name, address and telephone number, including area code, of agent for service) ---------- Copies to: Linda E. Ransom, Esq. Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 (212) 259-6570 ---------- CALCULATION OF REGISTRATION FEE
============================================================================================================= Proposed Title of Proposed Maximum Maximum Securities to Amount to be Offering Price Per Aggregate Offering Amount of be Registered Registered (1) (2) Share (3) Price (3) Registration Fee (3) - ------------------------------------------------------------------------------------------------------------- Common Stock of Omnicom Group Inc., par value $.15 per share .......... 8,250,000 $83.96875 $692,742,187.50 $182,883.94 =============================================================================================================
(1) Represents shares of common stock of the registrant issuable pursuant to the Omnicom Group Inc. Amended and Restated 1998 Incentive Compensation Plan (the "Plan") being registered hereon. In addition, 7,600,000 shares of common stock of the registrant issuable pursuant to the Plan (prior to its amendment and restatement) were previously registered with the Securities and Exchange Commission on January 4, 1999 on Registration Statement No. 333-70091. (2) This Registration Statement shall also cover any additional shares of common stock of the registrant which become issuable under the Plan by reason of any stock dividend, recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, or other similar corporate transaction or event, which affects the stock or the book value of the registrant. (3) Estimated for the sole purpose of computing the registration fee. Pursuant to Securities Act Rules 457(c) and (h), the proposed maximum offering price per share is calculated as the average of the high and low prices, reported by the New York Stock Exchange, Inc., of the common stock of the registrant as of May 19, 2000. INCORPORATION OF EARLIER REGISTRATION STATEMENT The contents of Registration Statement No. 333-70091 are incorporated herein by reference. ITEM 8. Exhibits. Exhibit Number Description -------------- ----------- 23 Consent of Arthur Andersen LLP. 24 Power of Attorney (included on Signature Page). 99 Omnicom Group Inc. Amended and Restated 1998 Incentive Compensation Plan, filed as Exhibit B to the Company's Proxy Statement dated April 11, 2000, is incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 23, 2000. OMNICOM GROUP INC. By: /s/ John Wren ------------------------------------- John Wren President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Each person whose signature appears below does hereby constitute and appoint John Wren and Barry J. Wagner, and each of them, with full powers of substitution, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of Common Stock registered pursuant hereto, including specifically, but without limitation thereof, power and authority to sign his or her name, in any and all capacities set forth beneath his or her name, to any amendment to this Registration Statement in respect of said shares and to any documents filed as part of or in connection with said Registration Statement or amendments; and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. Date: May 23, 2000 By: /s/ John Wren ------------------------------------- John Wren President, Chief Executive Officer and Director (Principal Executive Officer) Date: May 23, 2000 By: /s/ Randall Weisenburger ------------------------------------- Randall Weisenburger Chief Financial Officer (Principal Financial Officer) Date: May 23, 2000 By: /s/ Philip J. Angelastro ------------------------------------- Philip J. Angelastro Controller (Principal Accounting Officer) Date: May 23, 2000 By: /s/ Richard I. Beattie ------------------------------------- Richard I. Beattie Director Date: By: ------------------------------------- Bernard Brochand Director Date: May 23, 2000 By: /s/ Robert J. Callander ------------------------------------- Robert J. Callander Director Date: May 23, 2000 By: /s/ James A. Cannon ------------------------------------- James A. Cannon Director Date: May 23, 2000 By: /s/ Leonard S. Coleman, Jr. ------------------------------------- Leonard S. Coleman, Jr. Director Date: May 23, 2000 By: /s/ Bruce Crawford ------------------------------------- Bruce Crawford Director Date: May 23, 2000 By: /s/ Susan S. Denison ------------------------------------- Susan S. Denison Director Date: May 23, 2000 By: /s/ Peter Foy ------------------------------------- Peter Foy Director Date: May 23, 2000 By: /s/ Michael Greenlees ------------------------------------- Michael Greenlees Director Date: May 23, 2000 By: /s/ Thomas L. Harrison ------------------------------------- Thomas L. Harrison Director Date: May 23, 2000 By: /s/ John R. Murphy ------------------------------------- John R. Murphy Director Date: May 23, 2000 By: /s/ John R. Purcell ------------------------------------- John R. Purcell Director Date: May 23, 2000 By: /s/ Keith L. Reinhard ------------------------------------- Keith L. Reinhard Director Date: May 23, 2000 By: /s/ Linda Johnson Rice ------------------------------------- Linda Johnson Rice Director Date: May 23, 2000 By: /s/ Allen Rosenshine ------------------------------------- Allen Rosenshine Director Date: May 23, 2000 By: /s/ Gary L. Roubos ------------------------------------- Gary L. Roubos Director INDEX TO EXHIBITS Exhibit Number Description -------------- ----------- 23 Consent of Arthur Andersen LLP. 24 Power of Attorney (included on Signature Page). 99 Omnicom Group Inc. Amended and Restated 1998 Incentive Compensation Plan, filed as Exhibit B to the Company's Proxy Statement dated April 11, 2000, is incorporated herein by reference. EX-23 2 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 17, 2000 included in Omnicom Group Inc.'s Form 10-K for the year ended December 31, 1999 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP New York, New York May 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----