S-8 POS 1 tru921736.txt As filed with the Securities and Exchange Commission on June 27, 2001 Registration No. 33-41128 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ TRUE NORTH COMMUNICATIONS INC. (Exact name of registrant as specified in its charter) ------------------ Delaware 36-1088161 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 101 East Erie Street Chicago, Illinois 60611-2897 (312) 425-6500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Nicholas J. Camera General Counsel & Secretary The Interpublic Group of Companies, Inc. 1271 Avenue of the Americas New York, New York 10020 (212) 399-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service) DEREGISTRATION OF SECURITIES Pursuant to Registration Statement No. 33-41128 on Form S-8 (the "Registration Statement"), True North Communications Inc., a Delaware corporation ("True North"), registered 610,000 shares of its Common Stock, $.33 1/3 par value, to be offered under the Foote, Cone & Belding Communications, Inc. Stock Option Plan. On March 18, 2001, The Interpublic Group of Companies, Inc. ("Interpublic"), True North and Veritas Acquisition Corp., a wholly owned subsidiary of Interpublic ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for a merger pursuant to which Merger Sub would merge with and into True North, with True North surviving as a wholly owned subsidiary of Interpublic (the "Merger"). The Merger became effective upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware on June 22, 2001 (the "Effective Time"). Under the terms of the Merger Agreement, each outstanding share of True North common stock was converted at the Effective Time into the right to receive 1.14 shares of Interpublic common stock. As a result of the Merger, True North has terminated all offerings of True North securities under its existing registration statements, including the Registration Statement. In accordance with an undertaking made by True North in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, True North hereby removes from registration all securities registered under the Registration Statement which remain unsold as of the date hereof. Item 16. Exhibits 24.1* Power of Attorney of Principal Executive Officer of Registrant 24.2* Power of Attorney of Principal Financial Officer of Registrant 24.3* Power of Attorney of Principal Accounting Officer of Registrant ------------------------- * Filed herewith 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 Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York on the 27th day of June, 2001. TRUE NORTH COMMUNICATIONS INC. By: /s/ * ------------------------------------------- David A. Bell Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed below by the following persons and in the capacities and on the date indicated. Principal Executive Officer: /s/ * ------------------------------------------- David A. Bell Chief Executive Officer Principal Financial Officer: /s/ * ------------------------------------------- Kevin J. Smith Executive Vice President, Chief Financial Officer Principal Accounting Officer: /s/ * ------------------------------------------- Richard P. Sneeder, Jr. Vice President, Controller Director: /s/ Nicholas J. Camera ------------------------------- Nicholas J. Camera *By: /s/ Nicholas J. Camera -------------------------- Nicholas J. Camera, attorney-in-fact