-----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, I7KQ68MaKwf3dN/ImeUs7jPivYIeR94hykzxpHLRXoG33LU2CaTECgJsTDaWhojl saGF4mtP2y8ljTb46g9X6g== 0000891092-03-002211.txt : 20030818 0000891092-03-002211.hdr.sgml : 20030818 20030818174338 ACCESSION NUMBER: 0000891092-03-002211 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030818 EFFECTIVENESS DATE: 20030818 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: 1933 Act SEC FILE NUMBER: 333-108063 FILM NUMBER: 03853949 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 e15515_s8.txt FORM S-8 As filed with the Securities and Exchange Commission on August 18, 2003. Registration No. 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 Identification No.) of Incorporation or Organization) 437 Madison Avenue, New York, New York 10022 (Address of Principal Executive Offices Including Zip Code) OMNICOM GROUP INC. EQUITY INCENTIVE PLAN (Full Title of the Plan) Barry J. Wagner, Esq. Secretary and General Counsel Omnicom Group Inc. 437 Madison Avenue New York, NY 10022 Telephone: (212) 415-3600 (Name, Address and Telephone Number of Agent For Service) Copies To: Lisa K. Kunkle, Esq. Jones Day North Point 901 Lakeside Avenue Cleveland, Ohio 44114-1190 (216) 586-3939 CALCULATION OF REGISTRATION FEE
===================================================================================================================== Title of Proposed Maxi- Proposed Maxi- Amount of Securities to Amount to be mum Offering mum Aggregate Registration be Registered Registered (1)(2) Price Per Share (3) Offering Price (3) Fee - --------------------------------------------------------------------------------------------------------------------- Common Stock, $0.15 par 10,700,000 $73.89 $790,623,000 $63,961.40 value per share =====================================================================================================================
(1) Represents maximum number of shares of common stock of the registrant, $0.15 par value per share ("Common Stock"), issuable pursuant to the Omnicom Group Inc. Equity Incentive Plan (the "Plan") being registered hereon. (2) Pursuant to Rule 416(c) of the Securities Act of 1933 (the "Securities Act"), this Registration Statement also covers such additional Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan. (3) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on August 13, 2003, within five business days prior to filing. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents have been filed by the Company with the Securities and Exchange Commission (the "Commission") and are incorporated herein by reference: o The Company's Annual Report on Form 10-K for the year ended December 31, 2002, including all material incorporated by reference therein; o The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003, including all material incorporated by reference therein; o The Company's Current Report on Form 8-K filed June 11, 2003; and o The description of the Company's common stock contained in the Registration Statement on Form S-3 filed with the Commission on April 8, 2003, including any subsequently filed amendments and reports updating such description. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will 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. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. 2 Item 6. Indemnification of Directors and Officers. The Company's certificate of incorporation contains a provision limiting the liability of directors to acts or omissions determined by a judgment or other final adjudication to have been in bad faith, involving intentional misconduct or a knowing violation of the law, or resulting in personal gain to which the director was not legally entitled. The Company's bylaws provide that an officer or director will be indemnified against any costs or liabilities, including attorneys' fees and amounts paid in settlement with the Company's consent, in connection with any claim, action or proceeding to the fullest extent permitted by the New York Business Corporation Law. Section 722(a) of the New York Business Corporation Law provides that a corporation may indemnify any officer or director made, or threatened to be made, a party to an action other than one by or in the right of the corporation, including an action by or in the right of any other corporation or other enterprise that any director or officer of the corporation served in any capacity at the request of the corporation, because he was a director or officer of the corporation, or served such other corporation or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred as a result of such action, or any appeal therein, if such director or officer acted in good faith for a purpose he reasonably believed to be in, or in the case of service for any other corporation or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions, had no reasonable cause to believe that his conduct was unlawful. Section 722(c) of the New York Business Corporation Law provides that a corporation may indemnify any officer or director made, or threatened to be made, a party to an action by or in the right of the corporation by reason of the fact that he is or was an officer or director of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted in good faith for a purpose which he reasonably believed to be in, or, in the case of service for another corporation or other enterprise, not opposed to, the best interests of the corporation. The corporation may not, however, indemnify any officer or director pursuant to Section 722(c) in respect of (1) a threatened action or a pending action that is settled or otherwise disposed of or (2) any claim, issue or matter for which the person has been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought or, if no action was brought, any court of competent jurisdiction, determines upon application that the person is fairly and reasonably entitled to indemnity for that portion of the settlement and expenses as the court deems proper. Section 723 of the New York Business Corporation Law provides that an officer or director who has been successful on the merits or otherwise in the defense of a civil or criminal action of the character set forth in Section 722 is entitled to indemnification as permitted in such Section. Section 724 of the New York Business Corporation Law permits a court to award the indemnification required by Section 722. The Company has entered into agreements with its directors to indemnify them for liabilities or costs arising out of any alleged or actual breach of duty, neglect, errors or omissions while serving as a director. The Company also maintains and pays premiums for directors' and officers' liability insurance policies. 3 Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit Number Description - -------------- ----------- 4.1 Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, and incorporated herein by reference). 4.2 Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, and incorporated herein by reference). 4.3 Omnicom Group Inc. Equity Incentive Plan, as amended. 5 Opinion of Barry J. Wagner, General Counsel for the Registrant. 23.1 Consent of KPMG LLP. 23.2 Consent of Arthur Andersen LLP (omitted).* 23.3 Consent of counsel -- see Exhibit 5. 24 Power of Attorney. * The consent of Arthur Andersen LLP, the former independent accountants for the Registrant as of December 31, 2000 and 2001 and for the years then ended, could not be obtained after reasonable efforts and, accordingly, is being omitted pursuant to Rule 437a under the Securities Act. Item 9. Undertakings. (a) 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: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in the 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 20 percent change in 4 the maximum aggregate price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) 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 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will 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. (b) The undersigned registration hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof. (c) 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. [Signatures on following page] 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 August 18, 2003. OMNICOM GROUP INC. By: /s/ John D. Wren --------------------------------------- John D. Wren President, Chief Executive Officer and Director Date: August 18, 2003 By: * ---------------------------------------- John D. Wren President, Chief Executive Officer and Director Date: August 18, 2003 By: * ---------------------------------------- Randall J. Weisenburger Executive Vice President and Chief Financial Officer Date: August 18, 2003 By: * ---------------------------------------- Philip J. Angelastro Senior Vice President of Finance and Controller Date: August 18, 2003 By: * ---------------------------------------- Robert Charles Clark Director Date: August 18, 2003 By: * ---------------------------------------- Leonard S. Coleman, Jr. Director Date: August 18, 2003 By: * ---------------------------------------- Errol M. Cook Director Date: August 18, 2003 By: * ---------------------------------------- Bruce Crawford Director Date: August 18, 2003 By: * ---------------------------------------- Susan S. Denison Director 6 Date: August 18, 2003 By: * ---------------------------------------- Michael A. Henning Director Date: August 18, 2003 By: * ---------------------------------------- John R. Purcell Director Date: August 18, 2003 By: * ---------------------------------------- Linda Johnson Rice Director Date: August 18, 2003 By: * ---------------------------------------- Gary L. Roubos Director *This registration statement has been signed on behalf of the above officers and directors by Barry J. Wagner, as attorney-in-fact pursuant to a power of attorney filed as Exhibit 24 to this Registration Statement. DATED: August 18, 2003 By: /s/ Barry J. Wagner -------------------------------------------- Barry J. Wagner Attorney-in-Fact 7 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 4.1 Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, and incorporated herein by reference). 4.2 Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, and incorporated herein by reference). 4.3 Omnicom Group Inc. Equity Incentive Plan, as amended. 5 Opinion of Barry J. Wagner, General Counsel of the Registrant. 23.1 Consent of KPMG LLP. 23.2 Consent of Arthur Andersen LLP (omitted).* 23.3 Consent of counsel -- see Exhibit 5. 24 Power of Attorney. * The consent of Arthur Andersen LLP, the former independent accountants for the Registrant as of December 31, 2000 and 2001 and for the years then ended, could not be obtained after reasonable efforts and, accordingly, is being omitted pursuant to Rule 437a under the Securities Act. 8 EX-4.3 3 e15515ex4_3.txt EQUITY INCENTIVE PLAN Exhibit 4.3 OMNICOM GROUP INC. EQUITY INCENTIVE PLAN 1. Purposes: This plan has two purposes: (1) To directly align the interests of shareholders and key employees; and (2) To bring Omnicom's compensation structures in line with competitive conditions. 2. Effectiveness: This plan was initially approved by Omnicom's Board of Directors and shareholders and became operative immediately after Omnicom's 2002 annual shareholders meeting. Certain amendments to the plan were approved by the Board and shareholders at Omnicom's 2003 annual shareholders meeting and are reflected herein; the amendments did not affect any awards made prior thereto. 3. Previously Adopted Equity-Based Plans. No new awards may be granted under Omnicom's previously adopted equity-based plans (other than its restricted stock plan for nonemployee directors), except with respect to shares relating to awards that are forfeited or cancelled. 4. Types of Awards Authorized: The Compensation Committee of Omnicom's Board of Directors may authorize Omnicom to grant to employees of Omnicom or its subsidiaries equity-based awards relating to up to 9,121,851 shares of Omnicom common stock (in addition to shares relating to awards that were made under the plan prior to May 20, 2003 and shares relating to awards that are forfeited or surrendered), including without limitation: (1) Options: Stock options (which may but are not required to be qualified under Section 422 of the Internal Revenue Code), the term of which may not exceed seven years; (2) Restricted Shares: Restricted shares, which become non-forfeitable only upon the passage of time or occurrence of other events specified by the Compensation Committee; (3) Performance Shares: Performance-based awards that are payable in shares or such other consideration as the Compensation Committee may specify upon the achievement of performance goals established by the Compensation Committee; and (4) Other Awards: Stock bonus, dividend-equivalent and such other awards payable in or determined by reference to shares as the Compensation Committee may determine. Each award under this plan will be evidenced by an agreement, resolution or other writing (including in electronic medium) approved by the Compensation Committee fixing the specific terms of the award. 5. Limitations: Awards under this plan will be subject to the following limitations: (1) Overall Limitation: In no event may more than 9,121,851 shares in total be issued (in addition to shares relating to awards that were made under the plan prior to May 20, 2003 and with shares relating to awards that are forfeited or surrendered being added back); (2) Option Limitations: Options awarded under this plan will have such terms as the Compensation Committee may determine, except that: o The exercise price for any option may not be less than the fair market value (determined by reference to trading price) for Omnicom shares on the date of grant; o No option may have a term longer than seven years from the date of grant; and o Awards relating to no more than 0.5 million shares may be issued as options qualifying under Section 422 of the Internal Revenue Code. (3) Restricted Share Limitations: No more than 3.25 million shares (in addition to shares relating to restricted stock awards that were made under the plan prior to May 20, 2003) may be restricted shares or other non-option awards hereunder, and restricted shares may become unrestricted by the passage of time no sooner than one-fifth per year over five years, except that up to 1.0 million restricted shares may vest over periods of at least two years, unless restrictions lapse sooner by virtue of an event specified by the Compensation Committee other than the passage of time. (4) Other Awards Limitations: Other awards authorized by Section 4(4) will not be granted to the extent that they would involve the issuance of more than 456,000 common shares. (5) ss. 162(m) Limitations: No Omnicom employee may receive (x) stock-based awards in any one year relating to more than 1.0% of Omnicom's total issued common shares on the date of the award or (y) cash payments in any one year in excess of an amount equal to the average closing sales price for Omnicom common stock for the year prior to the year in which the payment is made times a number of shares equal to 1.0% of Omnicom's 2 total issued common shares on the date the payment is made, provided, however, that to the extent necessary to comply with conditions for deductibility under Section 162(m) of the Internal Revenue Code, the calculations in (x) and (y) will be based on 203,729,179 shares, the number of Omnicom common shares outstanding on March 31, 2002 and $84.67, the average sales price for Omnicom common shares for the 12 months then ended. (6) No Repricing: The Compensation Committee may not, without further approval of Omnicom shareholders, authorize (x) the amendment of any outstanding option to reduce the exercise price of such option or (y) the cancellation of an outstanding option and its replacement with an award having a lower exercise price per share. Notwithstanding any other provision of this plan, the Compensation Committee may adjust any of the foregoing limitations, and any award, that is expressed as a number (but not a percentage) as it determines to be equitable in light of any stock split, subdivision of shares or other change in Omnicom's capital structure, and may provide in substitution for any or all outstanding awards under this plan such alternative consideration as it may determine to be equitable and the surrender of any awards so replaced (subject to paragraph (6) above). 6. Awards to Nonemployee Directors: Notwithstanding any other provision hereof, nonemployee directors may elect pursuant to procedures established by the Compensation Committee to receive all or any portion of their annual retainer in Omnicom shares in lieu of cash. 7. Administration, Etc.: This plan will be administered by the Compensation Committee in accordance with regulations that the Committee may from time to time establish in respect of the plan. Without limiting any other provision of the plan, but subject to the limitations in Section 5, the Compensation Committee will have the power to take or authorize Omnicom to take any action contemplated to be taken by Omnicom under this plan, including: (1) Selecting award recipients; (2) Determining the number of shares and other terms of any award, including where applicable performance targets; (3) Fixing conditions to the exercisability or vesting of any award; (4) Otherwise approving the form of agreement or evidence providing for any award; (5) Making all determinations contemplated to be made under this plan or any award agreement or evidence; and 3 (6) Taking any other action as the Compensation Committee may determine to be appropriate relating to this plan or any award, award agreement or evidence of award. 8. Additional ss. 162(m) Provisions: The Compensation Committee may (but is not required to) grant an award under the plan that is intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code. The right to receive a performance-based award, other than options granted at not less than fair market value, will be conditioned on the achievement of written performance goals established by the Compensation Committee at the time the performance-based award is granted. These performance goals, which may vary from employee to employee and award to award, will be based upon the attainment by Omnicom or any of its subsidiaries, divisions or departments of specific amounts of, or increases in, one or more of the following, any of which may be measured either in absolute terms or as compared to other companies: earnings per share, net income, operating margin, return on equity, total stockholder return, revenue, cash flow, net worth, book value, shareholders' equity, market performance or the completion of certain business or capital transactions. 9. Amendments: The Compensation Committee may at any time amend the plan in whole or in part, provided that if an amendment to the plan would (i) materially increase the benefits accruing to participants under the plan, (ii) materially increase the aggregate number of shares that may be issued under the plan, or (iii) materially modify the requirements as to eligibility for participation in the plan, then, to the extent required by applicable law or deemed necessary or advisable by the Compensation Committee, such amendment will be subject to shareholder approval. Any amendment that must be approved by Omnicom shareholders in order to comply with applicable law or stock exchange rules will not be effective unless that approval is obtained. Presentation of this plan or any amendment for shareholder approval will not, if applicable, be construed to limit Omnicom's authority to make awards under other plans without shareholder approval. 10. Term: Awards may be granted under this plan for ten years following shareholder approval at Omnicom's 2002 annual shareholders meeting as contemplated by Section 2. The termination of the award period will not affect any previously granted award. As Amended by the Board of Directors on May 20, 2003. 4 EX-5 4 e15515ex_5.txt OPINION OF BARRY J. WAGNER Exhibit 5 August 18, 2003 Securities and Exchange Commission Judiciary Plaza 450 5th Street, N.W. Washington DC 20549 Re: Omnicom Group Inc. Equity Incentive Plan, as amended Ladies and Gentlemen: I have acted as counsel for Omnicom Group Inc., a New York corporation (the "Registrant"), in connection with the Omnicom Group Inc. Equity Incentive Plan, as amended (the "Plan"). I have examined such documents, records and matters of law as I have deemed necessary for the purpose of this opinion, and based thereon, I am of the opinion that the Registrant's shares of common stock, par value $0.15 per share (the "Common Stock"), that may be issued and sold pursuant to the Plan and the authorized forms of agreement thereunder (the "Agreements") have been duly authorized and will be, when issued and sold in accordance with the Plan and such Agreements, validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 filed by the Registrant to effect registration of the Common Stock to be issued and sold pursuant to the Plan under the Securities Act of 1933. Very truly yours, /s/ Barry J. Wagner Barry J. Wagner EX-23.1 5 e15515ex23_1.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Exhibit 23.1 Independent Auditors' Consent The Board of Directors Omnicom Group Inc.: We consent to the use of our report, incorporated herein by reference in the Registration Statement on Form S-8, dated February 21, 2003, with respect to the consolidated balance sheet of Omnicom Group Inc. and subsidiaries as of December 31, 2002, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended, incorporated herein by reference. /s/ KPMG LLP New York, New York August 15, 2003 EX-24 6 e15515ex_24.txt POWER OF ATTORNEY Exhibit 24 OMNICOM GROUP INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY The undersigned officer and/or director of Omnicom Group Inc., a New York corporation (the "Registrant"), does hereby make, constitute and appoint each of John D. Wren and Barry J. Wagner, with full power of substitution and resubstitution, as attorney of the undersigned, to execute and file (i) a Registration Statement on Form S-8 (the "Form S-8 Registration Statement") with respect to the registration under the Securities Act, of shares of Common Stock of the Registrant issuable in connection with the Registrant's Omnicom Group Inc. Equity Incentive Plan, as amended, (ii) any and all amendments, including post-effective amendments, and exhibits to the Form S-8 Registration Statement and (iii) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority with respect to the securities covered by the Form S-8 Registration Statement, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the said director and/or officer, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 18th day of August, 2003. Signature Title - --------- ----- /s/ John D. Wren President, Chief Executive Officer - --------------------------------- and Director John D. Wren /s/ Randall J. Weisenburger Executive Vice President and Chief - --------------------------------- Financial Officer Randall J. Weisenburger /s/ Philip J. Angelastro Senior Vice President of Finance - --------------------------------- and Controller Philip J. Angelastro /s/ Robert Charles Clark Director - --------------------------------- Robert Charles Clark /s/ Leonard S. Coleman, Jr. Director - --------------------------------- Leonard S. Coleman, Jr. /s/ Errol M. Cook Director - --------------------------------- Errol M. Cook /s/ Bruce Crawford Director - --------------------------------- Bruce Crawford /s/ Susan S. Denison Director - --------------------------------- Susan S. Denison /s/ Michael A. Henning Director - --------------------------------- Michael A. Henning /s/ John R. Purcell Director - --------------------------------- John R. Purcell /s/ Linda Johnson Rice Director - --------------------------------- Linda Johnson Rice /s/ Gary L. Roubos Director - --------------------------------- Gary L. Roubos 2 -----END PRIVACY-ENHANCED MESSAGE-----