-----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, UL9Cnicalf3/03JVxmqGKcCXxNymPhuLt0nOJnXFAqbH04JJnQ0I3gAf1qSSdwPF 3XYJxJAdNIkdItmlcgSV9Q== 0000891092-04-002660.txt : 20040526 0000891092-04-002660.hdr.sgml : 20040526 20040526155218 ACCESSION NUMBER: 0000891092-04-002660 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040526 EFFECTIVENESS DATE: 20040526 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: 333-115892 FILM NUMBER: 04832478 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 e18016_s8.txt FORM S-8 Dated May 25, 2004; filed with the Securities and Exchange Commission on May 26, 2004. 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. DIRECTOR EQUITY PLAN (Full Title of the Plan) Michael J. O'Brien, Esq. Senior Vice President, General Counsel and Secretary 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 50,000 $78.95 $3,947,500 $500.15 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. Director Equity Plan (the "Plan") being registered hereon. (2) Pursuant to Rule 416 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 May 21, 2004, 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, 2003, including all material incorporated by reference therein; o The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, including all material incorporated by reference therein; and o The description of the Company's common stock contained in the Registration Statement on Form S-3 filed with the Commission on February 13, 2004, 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. 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 2 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. Item 7. Exemption from Registration Claimed. Not applicable. 3 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. Director Equity Plan. 5 Opinion of Counsel. 23.1 Consent of KPMG LLP. 23.2 Consent of counsel --- see Exhibit 5. 24 Power of Attorney. 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 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. 4 (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 registrant 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 May 25, 2004. OMNICOM GROUP INC. By: /s/ John D. Wren -------------------------------------- John D. Wren President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Date: May 25, 2004 By: /s/ John D. Wren ------------------------------------------- John D. Wren President, Chief Executive Officer and Director Date: May 25, 2004 By: * ------------------------------------------- Randall J. Weisenburger Executive Vice President and Chief Financial Officer Date: May 25, 2004 By: * ------------------------------------------- Philip J. Angelastro Senior Vice President of Finance and Controller Date: May 25, 2004 By: * ------------------------------------------- Robert Charles Clark Director Date: May 25, 2004 By: * ------------------------------------------- Leonard S. Coleman, Jr. Director Date: May 25, 2004 By: * ------------------------------------------- Errol M. Cook Director Date: May 25, 2004 By: * ------------------------------------------- Bruce Crawford Director 6 Date: May 25, 2004 By: * ------------------------------------------- Susan S. Denison Director Date: May 25, 2004 By: * ------------------------------------------- Michael A. Henning Director Date: May 25, 2004 By: * ------------------------------------------- John R. Murphy Director Date: May 25, 2004 By: * ------------------------------------------- John R. Purcell Director Date: May 25, 2004 By: * ------------------------------------------- Linda Johnson Rice Director Date: May 25, 2004 By: * ------------------------------------------- Gary L. Roubos Director * This registration statement has been signed on behalf of the above officers and directors by Michael J. O'Brien, as attorney-in-fact pursuant to a power of attorney filed as Exhibit 24 to this Registration Statement. DATED: May 25, 2004 By: /s/ Michael J. O'Brien ------------------------------------------- Michael J. O'Brien 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. Director Equity Plan. 5 Opinion of Counsel. 23.1 Consent of KPMG LLP. 23.2 Consent of counsel --- see Exhibit 5. 24 Power of Attorney. 8 EX-4.3 2 e18016ex43.txt DIRECTOR EQUITY PLAN Exhibit 4.3 OMNICOM GROUP INC. Director Equity Plan -------------------- 1. Purposes. This Plan has been established to provide for the award of common shares to members of Omnicom's Board who are not employees or former employees and to otherwise allow these directors to participate in the ownership of Omnicom's common shares. 2. Administration. (a) The Plan will be administered by the Compensation Committee of Omnicom's Board of Directors, which will have full power and authority, subject to the provisions of the Plan, to supervise administration, and to interpret the provisions, of the Plan and to authorize and supervise any issuance or payment of common shares and any crediting or payment of Deferred Shares (as defined in Section 6 below). No participant in the Plan will participate in the making of any decision with respect to any question relating to common shares issued under the Plan to that participant only. (b) Any determination or action of the Committee in connection with the interpretation or administration of the Plan will be final, conclusive and binding on all parties. No member of the Committee will be liable for any determination made, or any decision or action taken, with respect to the Plan or any issuance of common shares under the Plan. 3. Eligibility. Each member of Omnicom's Board who is not an Omnicom employee or a former Omnicom employee will be eligible to receive common shares in accordance with this Plan, provided that shares remain available for issuance hereunder in accordance with Section 4. 4. Shares Subject to the Plan. The shares that may be issued or credited to accounts pursuant to Section 6 of the Plan will be 50,000 common shares, subject to adjustment in accordance with Section 11. Common shares that may be issued or credited to accounts under Section 7(a) will not be counted against this limit. The adoption of the Plan constitutes a reservation of 50,000 common shares for issuance under the Plan. 5. Compensation in General. The amount of the director retainer fee, the director fees for attendance at meetings of Omnicom's Board and/or committees thereof and any other compensation paid to the directors for services as a director (collectively, the "Director Compensation") will be determined from time to time in accordance with Omnicom's By-laws and applicable law. 6. Compensation in the Form of Common Shares. Each participant will receive on a quarterly basis a number of common shares equal to $17,500 (or such other amount as determined by the Board from time to time) divided by the Fair Market Value (as defined in Section 9(a) below) of one common share on the day immediately preceding the date of the award for services to be performed in the following quarter. The first quarterly payment will be paid on the first business day following the annual meeting of Omnicom's shareholders. Each participant may elect to have such common shares paid in the form of deferred shares ("Deferred Shares"), which will be credited to a book-keeping account in the name of the participant in accordance with this Plan. Such shares will count against the maximum number of shares authorized and reserved for issuance under the Plan. 7. Further Elections. (a) Each Participant may elect to have all or any portion of the remainder of his or her Director Compensation payable in cash or common shares and may further elect to have any Director Compensation that the participant has elected to receive in common shares paid in the form of Deferred Shares, which will be credited to the participant's account. For the portion of a participant's Director Compensation that he or she elects to receive in common shares, the number of common shares to be issued will equal the cash amount that would have been paid divided by the Fair Market Value of one common share on the day immediately preceding the date on which such cash amount would have been paid. (b) An election pursuant Section 6 and 7(a) must be made in writing and delivered to Omnicom prior to the start of the calendar year for which the Director Compensation would be payable and such election will be irrevocable for the affected calendar year (the "Affected Year"). To elect to defer shares during the calendar year in which the Plan becomes effective, the participant must make an election pursuant to Section 6 and 7(a) prior to the date on which the Director Compensation will become earned and payable and such election will be irrevocable for the remainder of the Affected Year. To elect to defer shares during the first calendar year in which a director becomes eligible to participate in the Plan, the new director must make an election pursuant to Section 6 and 7(a) prior to the date on which the Director Compensation will become earned and payable and such election will be irrevocable for the remainder of the Affected Year. Each election will remain in effect until amended by a subsequent election pursuant to Section 8(b) below or until revoked in writing, and any revocation will become effective no earlier than the first day of the first calendar year commencing after such revocation is received by Omnicom. If a director does not file an election form by the specified date, he or she will receive $70,000 worth (or such other amount as determined by the Board from time to time) of his or her Director Compensation for the year in common shares on a current basis and will be deemed to have elected to receive the remainder of the Director Compensation in cash. 2 8. Deferral. (a) If a participant elects to receive Deferred Shares, there will be credited to the participant's account as of the day such Director Compensation would have been paid, the number of Deferred Shares which is equal to the number of common shares that would otherwise have been delivered to the Participant pursuant to Section 6 and/or Section 7(a) on such date. The Deferred Shares credited to the participant's account (plus any additional shares credited pursuant to Section 8(c) below) will represent the number of common shares that Omnicom will issue to the participant at the end of the deferral period. (b) The Deferred Shares will be subject to a deferral period beginning on the date of crediting to the participant's account and ending upon termination of service as a director or such other period as the participant may have elected. The period of deferral will be for a minimum period of one year, except in the case where the participant elects a deferral period determined by reference to his or her termination of service as a director. A participant may change the period of deferral by filing a subsequent election with Omnicom at least six months in advance of the date the participant would have received the compensation absent the subsequent election, provided that the period of deferral must be for a minimum period of one year from the date of the subsequent election. During the deferral period, the participant will have no right to transfer any rights under his or her Deferred Shares and will have no other rights of ownership therein. (c) A participant's account will be credited as of the last day of each calendar quarter with that number of additional Deferred Shares equal to the amount of cash dividends paid by Omnicom during such quarter on the number of common shares equivalent to the number of Deferred Shares in the participant's account from time to time during such quarter divided by the Fair Market Value of one common share on the day immediately preceding the last business day of such calendar quarter. Such dividend equivalents, which will likewise be credited with dividend equivalents, will be deferred until the end of the deferral period for the Deferred Shares with respect to which the dividend equivalents were credited. (d) Notwithstanding the foregoing provisions, (i) if, upon the participant's termination of service as a director, the value of the participant's account is less than $500, the amount of such participant's account, at the discretion of the Compensation Committee, may be immediately paid to the participant in cash or common shares, (ii) if a change in control of Omnicom occurs, the amount of each participant's account will immediately be paid to the participant in full and (iii) in the event of an unforeseeable emergency, as defined in section 1.457-2(h)(4) and (5) of the Income Tax Regulations, that is caused by an event beyond the control of the participant and that would result in severe financial hardship to the individual if acceleration were not permitted, the Compensation Committee may in its sole discretion accelerate the payment to the participant of the participant's account, but only up to the amount necessary to meet the emergency. 3 9. Definitions, etc. (a) For purposes of this Plan, the Fair Market Value of the common shares on any date means (i) the closing sale price per common share as reported on the principal exchange on which common shares are then trading, if any, or if there are no sales on such day, on the next preceding trading day during which a sale occurred or (ii) if clause (i) does not apply, the fair market value of a common share as determined by the Board. (b) Notwithstanding anything to the contrary contained in this Plan, it is a condition to the issuance of common shares or Deferred Shares that the transaction be registered under applicable securities laws and no participant will be able to receive common shares or Deferred Shares in payment of all or part of his or her Director Compensation unless and until such registration has been effected. 10. Delivery of Shares. Omnicom will make delivery of certificates representing the common shares which a participant is entitled to receive within a reasonable period of time. 11. Adjustments. In the event that, after the Effective Date of this Plan (as defined in Section 14), the number of outstanding common shares is increased or decreased or such shares are exchanged for a different number or kind of shares or other securities by reason of a recapitalization, reclassification, stock split-up or combination of shares, adjustments will be made by the Board in the number and kind of shares or other securities that are credited to accounts hereunder and that may be issued under this Plan as it deems to be appropriate. 12. Termination or Amendment of the Plan. The Compensation Committee may at any time terminate, suspend or amend the Plan, provided that any material amendment to the Plan, to the extent required by applicable law or stock exchange rules, will be subject to shareholder approval. An amendment or the termination of this Plan will not adversely affect the right of a participant to receive common shares issuable or cash payable at the effective date of the amendment or termination. 13. Miscellaneous. (a) The rights, benefits or interests a participant may have under this Plan are not assignable or transferable and will not be subject in any manner to alienation, sale or any encumbrances, liens, levies, attachments, pledges or charges of the participant or his or her creditors. (b) To the extent that the application of any formula described in this Plan does not result in a whole number of common shares, the result will be rounded upwards to the next whole number. 4 (c) The adoption and maintenance of this Plan will not be deemed to be a contract between Omnicom and the participant to retain his or her position as a director of Omnicom. 14. Effective Date of the Plan. The Plan will be effective immediately upon the date of its approval by the shareholders of Omnicom (the "Effective Date"). If this Plan is so approved, no new awards may be granted under Omnicom's restricted stock plan for non-employee directors, but outstanding restricted shares under the restricted stock plan for non-employee directors will not be affected. As Amended by the Compensation Committee of the Board of Directors on May 25, 2004. 5 EX-5 3 e18016ex5.txt OPINION OF COUNSEL Exhibit 5 May 25, 2004 Securities and Exchange Commission Judiciary Plaza 450 5th Street, N.W. Washington DC 20549 Re: 50,000 Shares of Common Stock $0.15 Par Value Per Share Issued Pursuant to the Omnicom Group Inc. Director Equity Plan Ladies and Gentlemen: I am acting as counsel for Omnicom Group Inc., a New York corporation (the "Company"), in connection with the issuance and sale of up to 50,000 shares of Common Stock, $0.15 par value per share, of the Company (the "Shares") pursuant to the Omnicom Group Inc. Director Equity Plan (the "Plan"). In rendering this opinion, I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion. Based upon the foregoing and subject to the qualifications and limitations stated herein, I am of the opinion that the Shares are duly authorized and, when issued and delivered pursuant to the terms of the Plan against payment of the consideration therefor as provided therein, will be validly issued, fully paid and nonassessable, provided that such consideration is at least equal to the stated par value of the Shares. My examination of matters of law in connection with the opinion expressed herein has been limited to, and accordingly my opinion herein is limited to, the Business Corporation Law of the State of New York, including the applicable provisions of the Constitution of the State of New York and the reported judicial decisions interpreting such law. I express no opinion with respect to any other law of the State of New York or any other jurisdiction. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 filed by the Company to effect registration of the Shares under the Securities Act of 1933 (the "Act"). In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Michael J. O'Brien ---------------------------------------- Michael J. O'Brien EX-23.1 4 e18016ex231.txt CONSENT OF KPMG LLP Exhibit 23.1 Consent of Independent Registered Public Accounting Firm The Board of Directors Omnicom Group Inc.: We consent to the incorporation by reference in the registration statement on Form S-8 dated May 25, 2004 of Omnicom Group Inc. of our report dated February 13, 2004, with respect to the consolidated balance sheets of Omnicom Group Inc. as of December 31, 2003 and 2002, and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the two-year period ended December 31, 2003, and the 2003 and 2002 financial statement schedules, which report appears in the December 31, 2003 annual report on Form 10-K of Omnicom Group Inc. /s/ KPMG New York, New York May 25, 2004 EX-24 5 e18016ex24.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 Michael J. O'Brien, 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. Director Equity Plan, (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 24th day of May, 2004. 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 Randall J. Weisenburger Officer /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. Murphy - ---------------------------- Director John R. Murphy /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-----