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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION on December 27, 1996
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TMP WORLDWIDE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3906555
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1633 BROADWAY, 33RD FLOOR, NEW YORK, NEW YORK 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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TMP WORLDWIDE INC. 1996 STOCK OPTION PLAN
TMP WORLDWIDE INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(FULL TITLE OF THE PLANS)
ANDREW J. McKELVEY
CHAIRMAN OF THE BOARD AND PRESIDENT
TMP WORLDWIDE INC.
1633 BROADWAY, 33RD FLOOR, NEW YORK, NEW YORK 10019
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (212) 977-4200
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE PRICE(2) REGISTRATION FEE
-------------------- ------------- -------------- ---------- -----------------
<S> <C> <C> <C> <C>
Common Stock, having a par
value of $.001 per share 1,080,000 shares $13.94 $15,055,200 $3,011
========================================================================================================
</TABLE>
(1) This registration statement relates to 900,000 shares, subject to stock
options, granted or to be granted under the TMP Worldwide Inc. 1996
Stock Option Plan and 180,000 shares, subject to stock options, granted
or to be granted under the TMP Worldwide Inc. Stock Option Plan for
Non-Employee Directors. This registration statement shall also cover any
additional indeterminable number of shares as may be required pursuant
to the TMP Worldwide Inc. 1996 Stock Option Plan and the TMP Worldwide
Inc. Stock Option Plan for Non-Employee Directors in the event of a stock
dividend, stock split, recapitalization or other similar change in the
Common Stock.
(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended (the "Act"), solely for the purpose of calculating the
registration fee and is based on the average of the high and the low
sales prices of the Common Stock as reported on the Nasdaq National
Market on December 24, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by TMP Worldwide Inc.
("Registrant") with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:
(a) the description of common stock of Registrant contained in its
Registration Statement on Form 8-A as filed with the Commission on October
16, 1996 and all amendments thereto; and
(b) Registrant's Form S-1 Registration Statement, No. 333-12471,
filed September 23, 1996, as amended (the "Registration Statement").
In addition, all documents filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934 (the
"Exchange Act") subsequent to the date of this filing and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part thereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained 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 shall not be deemed, except as so modified or superseded,
to constitute 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 Registrant maintains (i) a form of Underwriting Agreement entered
into in connection with the filing of its Registration Statement which provides
for, under certain circumstances, the Underwriters' indemnification of officers,
directors and controlling persons of the Registrant against certain liabilities,
which is incorporated herein by reference to Exhibit 1.1 of the Registration
Statement;
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(ii) Bylaws which limit personal liability of Registrant's directors, officers
and controlling persons, to the fullest extent permitted by the General
Corporation Law of the State of Delaware, which are incorporated herein by
reference to Exhibit 3.2 of the Registration Statement; and
(iii) indemnification agreements with its current directors and executive
officers, which are incorporated herein by reference to Exhibit 10.2 of the
Registration Statement.
The Registrant maintains directors and officers liability insurance
for its directors and executive officers providing for $10 million of coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
(a) See Index to Exhibits.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Act;
(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 herein;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed herein or any
material change to such information in this registration
statement; provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above 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
Exchange Act that are incorporated herein by reference;
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(2) that for the purpose of determining any liability under
the Act, 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; and
(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 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(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 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.
(c) Insofar as indemnification for liabilities arising under the Act
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 against the
Registrant 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.
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SIGNATURES
Pursuant to the requirements of the Act, 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 the 26th day of December, 1996.
TMP WORLDWIDE INC.
By:
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Thomas G. Collison
Principal Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Andrew J. McKelvey and Roxane Previty, or
either of them, his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Act, this Registration Statement
has been signed by the following persons in the capacities and on the date(s)
indicated.
SIGNATURE TITLE DATE
- --------------- ------------------- ------------
- ---------------------- Chairman of the Board, December 26, 1996
Andrew J. McKelvey President and Director
(principal executive officer)
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SIGNATURE TITLE DATE
- --------------- ------------------- ------------
- ---------------------- Vice Chairman December 26, 1996
Thomas G. Collison (principal financial officer)
- ---------------------- Chief Financial Officer December 26, 1996
Roxane Previty (principal accounting
officer)
- ----------------------
George R. Eisele Director December 26, 1996
- ----------------------
John R. Gaulding Director December 26, 1996
- ----------------------
Graeme K. Howard, Jr. Director December 26, 1996
- ----------------------
Jean-Louis Pallu Director December 26, 1996
- ----------------------
John Swann Director December 26, 1996
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INDEX TO EXHIBITS
EXHIBIT NO.
4.1 The TMP Worldwide Inc. 1996 Stock Option Plan is incorporated
herein by reference to Exhibit 10.3 to TMP Worldwide Inc.'s
Form S-1 Registration Statement, No. 333-12471, filed
September 23, 1996, as amended (the "Registration
Statement").
4.2 The Form of Stock Option Agreement under the TMP Worldwide Inc.
1996 Stock Option Plan is incorporated herein by reference to
Exhibit 10.4 of the Registration Statement.
4.3 The TMP Worldwide Inc. Stock Option Plan for Non-Employee
Directors is incorporated herein by reference to Exhibit 10.5
of the Registration Statement.
4.4 The Form of Stock Option Agreement under the TMP Worldwide Inc.
Stock Option Plan for Non-Employee Directors is incorporated
herein by reference to Exhibit 10.6 of the Registration
Statement.
5 Opinion of Fulbright & Jaworski L.L.P.
23 Consent of Independent Accountants.
24 Power of attorney authorizing representatives to sign this
Registration Statement and any and all amendments (including
post-effective amendments) to this Registration Statement on
behalf of TMP Worldwide Inc. and certain directors and
officers thereof (included on signature page).
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EXHIBIT 5
[FULBRIGHT & JAWORSKI LETTERHEAD]
December 30, 1996
TMP Worldwide Inc.
1633 Broadway
New York, New York 10019
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of TMP Worldwide Inc.,
a Delaware corporation (the "Company"), relating to 1,080,000 shares of the
Company's Common Stock, $.001 par value (the "Common Stock"), of which 900,000
shares of Common Stock are to be issued and subject to options pursuant to the
TMP 1996 Employee Stock Option Plan (the "Employee Plan") and 180,000 shares of
Common Stock are to be issued and subject to options pursuant to the TMP
Non-Employee Directors Plan (the "Directors Plan") (the Employee Plan and
Directors Plan are hereinafter referred to collectively as the "Plans").
As counsel to the Company, we have examined such corporate records,
other documents and such questions of law as we have deemed necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examinations, advise you that in our opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Common
Stock pursuant to the Plans and the shares of Common Stock being registered
pursuant to the Registration Statement, when issued and paid for in accordance
with the terms of the Plans, will be duly authorized, validly issued, fully paid
and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/Fulbright & Jaworski L.L.P.
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EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
TMP Worldwide Inc.
New York, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated
November 8, 1996, relating to the consolidated financial statements of
Neville Jeffress Australia Pty Limited and Subsidiaries, appearing in the
Company's Registration Statement on Form S-1 as amended on December 12, 1996.
BDO NELSON PARKHILL
Sydney, Australia
December 27, 1996
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
TMP Worldwide Inc.
New York, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our reports dated
March 15, 1996, except for Note 7 which is as of August 29, 1996 and Notes 1
and 2 which are as of December 9, 1996, relating to the consolidated
financial statements and schedule to TMP Worldwide Inc. and Subsidiaries and
our report dated July 25, 1996 relating to the financial statements of
Rogers & Associates Advertising, Inc. appearing in the Company's Registration
Statement on Form S-1 as amended on December 12, 1996.
BDO SEIDMAN, LLP
Sydney, Australia
December 27, 1996
