-----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, CzMzfJ9CntzX13tawQZBpBdDvgGOTbt817hYMT5ufYXHDtYOZgnkjSuZ7+wtRhYg uFnJdaNZab45ShNgC6o+9A== 0000906416-97-000096.txt : 19971209 0000906416-97-000096.hdr.sgml : 19971209 ACCESSION NUMBER: 0000906416-97-000096 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971208 EFFECTIVENESS DATE: 19971208 SROS: NYSE 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: 333-41717 FILM NUMBER: 97733980 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 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 8, 1997 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. 1987 STOCK 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. Donovan Leisure Newton & Irvine LLP 30 Rockefeller Plaza New York, New York 10112 (212) 632-3350 ----------------------- CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Title of Proposed Maximum Securities to Amount to be Maximum Aggregate Amount of be Registered Registered (1) Offering Price Offering Registration Per Share (2) Price (2) Fee (2) - -------------------------------------------------------------------------------- Common Stock of Omnicom Group Inc., par value $.50 per share 3,600,000 $73.6875 $265,275,000 $78,256.13 ================================================================================ (1) Represents shares of Common Stock issuable pursuant to the Omnicom Group Inc. 1987 Stock Plan (the "1987 Stock Plan") being registered hereon. In addition, shares of Common Stock issuable pursuant to the 1987 Stock Plan previously have been registered with the Securities and Exchange Commission as follows: 3,000,000 shares registered on June 16, 1989 on Registration Statement No. 33-29375, 3,500,000 shares registered on October 19, 1990 on Registration Statement No. 33-37380, and 3,000,000 shares registered on December 16, 1993 on Registration Statement No. 33-51493. In accordance with Rule 416(b), the foregoing share amounts have been adjusted to reflect Omnicom Group Inc.'s two-for-one stock split in the form of a one hundred percent dividend on the registrant's outstanding Common Stock paid to shareholders of record on December 15, 1995. Also, pursuant to Rule 416(a) and Rule 416(b), this Registration Statement and Registration Statement Nos. 33-29375, 33-37380, and 33-51493 shall be deemed to include upon issuance shares issuable pursuant to Omnicom Group Inc.'s two-for-one stock split in the form of a one hundred percent dividend on the registrant's outstanding Common Stock payable to shareholders of record on December 16, 1997. (2) 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 December 5, 1997. INCORPORATION OF EARLIER REGISTRATION STATEMENTS The contents of Registration Statement No. 33-29375 and Post-Effective Amendment No. 1 thereto, Registration Statement No. 33-37380, and Registration Statement No. 33-51493 are incorporated herein by reference. The validity of the shares of Common Stock, par value $.50 per share, of Omnicom Group Inc. to be issued hereunder will be passed upon for Omnicom Group Inc. by Donovan Leisure Newton & Irvine LLP, 30 Rockefeller Plaza, New York, New York 10112. Item 8. Exhibits. EXHIBIT NUMBER DESCRIPTION -------------- ----------- 5 Opinion and Consent of Donovan Leisure Newton & Irvine LLP. 23.1 Consent of Donovan Leisure Newton & Irvine LLP (included in Exhibit 5 hereto). 23.2 Consent of Arthur Andersen LLP. 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; 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 with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. 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 December 8, 1997. OMNICOM GROUP INC. By: /S/ JOHN D. WREN ------------------------------------ John D. Wren 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 Jonathan E. Ramsden and Barry J. Wagner, and each of them, with full powers of substitution, his 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 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 name, in any and all capacities set forth beneath his 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 and agents shall do or cause to be done by virtue hereof. Date: December 8, 1997 By: /S/ JOHN D. WREN ------------------------------------ John D. Wren Chief Executive Officer and Director (Principal Executive Officer) Date: December 8, 1997 By: /S/ FRED J. MEYER ------------------------------------ Fred J. Meyer Chief Financial Officer (Principal Financial Officer) Date: December 8, 1997 By: /S/ JONATHAN E. RAMSDEN ------------------------------------ Jonathan E. Ramsden Controller (Principal Accounting Officer) Date: December 8, 1997 By: /S/ BERNARD BROCHAND ------------------------------------ Bernard Brochand Director Date: December 8, 1997 By: /S/ ROBERT J. CALLANDER ------------------------------------ Robert J. Callander Director Date: December 8, 1997 By: /S/ JAMES A. CANNON ------------------------------------ James A. Cannon Director Date: December 8, 1997 By: /S/ LEONARD S. COLEMAN, JR. ------------------------------------ Leonard S. Coleman, Jr. Director Date: December 8, 1997 By: /S/ BRUCE CRAWFORD ------------------------------------ Bruce Crawford Director Date: December 8, 1997 By: /S/ SUSAN S. DENISON ------------------------------------ Susan S. Denison Director Date: December 8, 1997 By: /S/ JOHN R. MURPHY ------------------------------------ John R. Murphy Director Date: December 8, 1997 By: /S/ JOHN R. PURCELL ------------------------------------ John R. Purcell Director Date: December 8, 1997 By: /S/ KEITH L. REINHARD ------------------------------------ Keith L. Reinhard Director Date: December 8, 1997 By: /S/ ALLEN ROSENSHINE ------------------------------------ Allen Rosenshine Director Date: December 8, 1997 By: /S/ GARY L. ROUBOS ------------------------------------ Gary L. Roubos Director Date: December 8, 1997 By: /S/ QUENTIN I. SMITH, JR. ------------------------------------ Quentin I. Smith, Jr. Director Date: December 8, 1997 By: /S/ WILLIAM G. TRAGOS ------------------------------------ William G. Tragos Director Date: December 8, 1997 By: /S/ EGON P. S. ZEHNDER ------------------------------------ Egon P. S. Zehnder Director INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION -------------- ----------- 5 Opinion and Consent of Donovan Leisure Newton & Irvine LLP. 23.1 Consent of Donovan Leisure Newton & Irvine LLP (included in Exhibit 5 hereto). 23.2 Consent of Arthur Andersen LLP. EX-5 2 OPINION LETTER Donovan Leisure Newton & Irvine LLP 30 Rockefeller Plaza New York, New York 10112 Telephone: 212-632-3000 Facsimile: 212-632-3321 December 8, 1997 Omnicom Group Inc. 437 Madison Avenue New York, New York 10022 Re: Omnicom Group Inc. Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 8, 1997 Gentlemen: We are acting as counsel for Omnicom Group Inc., a New York corporation ("Omnicom"), in connection with the registration by Omnicom under the Securities Act of 1933, as amended (the "Act"), of 3,600,000 shares of common stock, par value $.50 per share (the "Shares"), to be offered pursuant to the Omnicom Group Inc. 1987 Stock Plan (the "1987 Plan") under the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 8, 1997 (the "Registration Statement"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, instruments and documents of Omnicom and certificates and other statements of corporate officers, and have made such other investigation of fact and law, as we have deemed necessary in connection with the opinion set forth herein. In our examination, we have assumed the genuineness of all signatures and legal capacity of all signatories, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies. We express no opinion as to the law of any jurisdiction other than the laws of the State of New York. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the resolutions of the Board of Directors of Omnicom authorizing such issuance and the 1987 Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or under the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Donovan Leisure Newton & Irvine LLP EX-23.2 3 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 18, 1997 included in Omnicom Group Inc.'s Form 10-K for the year ended December 31, 1996 and to all references to our firm in this registration statement. /S/ Arthur Andersen LLP New York, New York December 8, 1997 -----END PRIVACY-ENHANCED MESSAGE-----