<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1997
REGISTRATION NO. 333-31657
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
TMP WORLDWIDE INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7311 13-3906555
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
--------------------------
1633 BROADWAY
33RD FLOOR
NEW YORK, NEW YORK 10019
(212) 977-4200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------------
ANDREW J. MCKELVEY
CHAIRMAN OF THE BOARD
AND CEO
TMP WORLDWIDE INC.
1633 BROADWAY
33RD FLOOR
NEW YORK, NEW YORK 10019
(212) 977-4200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
WITH COPIES TO:
<TABLE>
<S> <C>
PAUL JACOBS, ESQ. J.J. MCCARTHY, JR., ESQ.
FULBRIGHT & JAWORSKI L.L.P. DAVIS POLK & WARDWELL
666 FIFTH AVENUE 450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10103 NEW YORK, NEW YORK 10017
(212) 318-3000 (212) 450-4000
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), check the following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the offering. / /________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
AMOUNT OF SHARES MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, .001 par value per
share................................ 4,600,000 $23.31 $107,226,000 $32,492.73(3)
</TABLE>
(1) Includes 600,000 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Pursuant to Rule 457(c), the proposed maximum offering price per share and
the proposed maximum aggregate offering price have been calculated on the
basis of the average of the high and low sale prices of the Common Stock as
reported on the Nasdaq National Market on July 16, 1997.
(3) The registration fee has previously been paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an itemized statement of all estimated
expenses in connection with the issuance and distribution of the securities
being registered:
<TABLE>
<S> <C>
SEC filing fee................................................ $ 32,492.72
NASD filing fee............................................... $ 11,222.60
Nasdaq National Market Listing Fee............................ $ 17,500.00
Printing expenses............................................. $ 200,000.00
Legal fees and expenses....................................... $ 250,000.00
Accounting fees and expenses.................................. $ 250,000.00
Blue sky expenses and counsel fees............................ $ 10,000.00
Transfer agent and registrar fees............................. $ 10,000.00
Miscellaneous................................................. $ 18,784.68
------------
Total....................................................... $ 800,000.00
------------
------------
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Section 145(b) provides that a Delaware corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted under standards similar to those discussed above, except that
no indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine that despite the adjudication of liability, such person
is fairly and reasonably entitled to be indemnified for such expenses which the
Court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and that the corporation may purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under such Section 145. The
Company's directors and officers are insured against losses arising from any
claim against them as such for wrongful acts or omissions, subject to certain
limitations.
II-1
<PAGE>
The Company's Bylaws provide that the Company shall indemnify certain
persons, including officers, directors and controlling persons, to the fullest
extent permitted by the General Corporation Law of the State of Delaware. The
Company has also entered into indemnification agreements with its current
directors and executive officers. Reference is made to the Bylaws and Form of
Indemnification Agreement incorporated by reference herein.
Under Section 9 of the Underwriting Agreement, the underwriters are
obligated, under certain circumstances, to indemnify officers, directors and
controlling persons of the Company against certain liabilities, including
liabilities under the Securities Act of 1933. Reference is made to the form of
Underwriting Agreement to be filed as Exhibit 1.1 hereto.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
61,848 shares of Common Stock were issued to two individuals in February
1997 in connection with an acquisition.
48,935 shares of Common Stock were issued to two entities in June 1997 in
connection with an acquisition.
The securities issued by the Company as described above were not registered
under the Securities Act in reliance upon exemptions contained in Section 4(2)
thereof.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
<TABLE>
<CAPTION>
NO. DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement.***
2.1 Agreement Relating to the Entire Issued Share Capital of Austin Knight Limited, dated July 1997, between
AK Warranty and Indemnity Limited and TMP Worldwide, Inc.*
3.1 Certificate of Incorporation.**
3.2 Bylaws.**
4.1 Form of Common Stock Certificate**
5.1 Opinion of Fulbright & Jaworski L.L.P.***
10.1 Form of Employee Confidentiality and Non-Solicitation Agreement.**
10.2 Form of Indemnification Agreement.**
10.3 1996 Stock Option Plan.**
10.4 Form of Stock Option Agreement under 1996 Stock Option Plan.**
10.5 1996 Stock Option Plan for Non-Employee Directors.**
10.6 Form of Stock Option Agreement under 1996 Stock Option Plan for Non-Employee Directors.**
10.7 Lease, dated as of October 31, 1978, between Telephone Marketing Programs Inc. and PDC Realty Inc. as
agent for MRI Broadway Rental, Inc., as modified by modifications dated January, 1979 and June 20, 1991.**
10.8 Share Sale and Purchase Agreement, dated July 2, 1996, relating to the entire issued share capital of
Neville Jeffress Australia Pty Limited, between Neville Jeffress Holding Pty Limited, Petzow Holdings Pty
Ltd, TMP Australia Pty Limited and Neville Jeffress Australia Pty Ltd.**
10.9 Asset Purchase Agreement, dated as of January 3, 1995, by and among Rogers Acquisition Corp., Rogers &
Associates Advertising, Inc., Curtis Rogers, Steven Schmidt and Ronni Rogers.**
10.10 Amended and Restated Accounts Receivable Management and Security Agreement, dated as of June 27, 1996,
between TMP Worldwide Inc. and BNY Financial Corporation, as amended by Amendment No. 1 to Amended and
Restated Accounts Receivable Management and Security Agreement, dated as of August 29, 1996.**
10.11 Form of Agreement and Plan of Merger of TMP Worldwide Inc., Worldwide Classified Inc., McKelvey
Enterprises, Inc. and Telephone Marketing Programs Incorporated.**
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
NO. DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------------
<C> <S>
10.12 Stock Purchase Agreement, dated May 26, 1977, among Telephone Marketing Programs, Inc. Andrew J. McKelvey,
Timothy P. Hanley and Bard Publishing Company, as amended on June 15, 1977.**
10.13 Agreement, dated as of January 3, 1995, among Andrew J. McKelvey, Aeronautic Media, Inc. and McKelvey
Enterprises, Inc., relating to a yacht.**
10.14 Stock Purchase Agreement, dated as of January 1, 1996, between Andrew J. McKelvey and McKelvey
Enterprises, Inc., relating to the common stock of Volando, Inc.**
10.15 Contribution Agreement, dated as of January 1, 1996, between Andrew J. McKelvey and McKelvey Enterprises,
Inc., relating to the common stock of EPI Aviation, Inc.**
10.16 Lease Agreement, dated as of June 1, 1996, by and between TPH & AJM, a partnership, and Telephone
Directory Advertising, Inc.**
10.17 Contribution Agreement, dated as of July 16, 1996, between Andrew J. McKelvey and McKelvey Enterprises,
Inc., relating to the common stock of General Directory Advertising Services, Inc.**
10.18 Stock Purchase Agreement, dated as of August 15, 1996, between Andrew J. McKelvey and McKelvey
Enterprises, Inc., relating to the common stock of National Media Holding Company, Inc.**
10.19 Stock Purchase Agreement, dated as of September 1, 1996, between Andrew J. McKelvey and McKelvey
Enterprises, Inc., relating to the common stock of Telephone Directory Advertising, Inc.**
10.20 Stock Purchase Agreement, dated as of September 4, 1996, between Andrew J. McKelvey and McKelvey
Enterprises, Inc., relating to the common stock of S.M.E.T. Servizio Marketing Elenchi Telefonici s.r.l.**
10.21 Agreement, dated as of March 17, 1996, between TMP Worldwide Inc. and George Eisele, as amended by
Amendment 1 to Agreement, dated as of September 5, 1996.**
10.22 Management Agreement, dated as of January 1, 1996, between Cala Services Inc. and Cala H.R.C. Ltd.**
10.23 Lease Agreement, dated May 15, 1993, between 12800 Riverside Drive Corporation and TMP Worldwide Inc., as
amended by Amendment No. 1 to Lease Agreement, dated June 1, 1993.**
10.24 Indenture, dated April 29, 1988, between International Drive, L.P. and Telephone Marketing Programs,
Inc.**
10.25 Amended and Restated Employment Agreement, dated as of September 11, 1996, between TMP Interactive Inc.
and Jeffrey C. Taylor.**
10.26 Employment Agreement, dated November 18, 1996, between TMP Worldwide Inc. and James J. Treacy.**
10.27 Employment Agreement, dated November 15, 1996, between TMP Worldwide Inc. and Andrew J. McKelvey.**
10.28 Warrant Agreement, dated October 13, 1993, between TMP Worldwide Inc. and BNY Financial Corporation, as
amended by an amendment dated December 31, 1995.**
10.29 Form of Option Agreement, dated as of January 1, 1995, relating to options issued to shareholders and/or
principals of Kidd, Schneider & Dersch, Inc.**
10.30 Indemnification Agreement dated as of December 9, 1996, among Telephone Marketing Programs Incorporated,
TMP Worldwide Inc., Worldwide Classified Inc. and Andrew J. McKelvey.**
10.31 Amendment No. 3 to Amended and Restated Accounts Receivable Management and Security Agreement, dated as of
May 15, 1997, between TMP Worldwide Inc. and BNY Financial Corporation.***
10.32 Amendment No. 4 to Amended and Restated Accounts Receivable Management and Security Agreement, dated as of
August 26, 1997, between TMP Worldwide Inc. and BNY Financial Corporation.***
10.33 Management Agreement, dated June 1, 1997, between Dir-Ad Services Inc./Les Services Dir-Ad Inc. and TMP
Worldwide Ltd.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
NO. DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------------
<C> <S>
11 Statement regarding computation of earnings per share.***
21 Subsidiaries of the Company.
23.1 Consent of BDO Seidman, LLP***
23.2 Consent of BDO Nelson Parkhill***
23.3 Consent of KPMG***
23.4 Consent of Fulbright & Jaworski L.L.P. (filed as part of Exhibit 5.1).
23.5 Consent of Darby & Darby P.C.***
24 Power of Attorney (included on the signature page).
</TABLE>
- ------------------------
* Incorporated by reference to the identically numbered exhibit filed with the
Registrant's Form 10-Q for the quarter ended June 30, 1997.
** Incorporated by reference to identically numbered exhibits filed with the
Registrant's Form S-1 Registration Statement, File No. 333-12471, which was
declared effective on December 12, 1996.
*** Previously filed.
(b) Financial Statement Schedules. The following financial statement
schedules are filed herewith:
Schedule II-Valuation of Qualifying Accounts.
All other schedules are omitted because they are not required or are not
applicable or the information is included in the financial statements or notes
thereto.
ITEM 17. UNDERTAKINGS
A. 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 provisions described above in Item 14, 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 Securities Act of 1933 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
B. The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
C. The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 September 9, 1997.
By: /s/ ANDREW J. MCKELVEY
--------------------------------------
Name: Andrew J. McKelvey
Title: Chairman of the Board
and CEO
POWER OF ATTORNEY
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 dates indicated:
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
/s/ ANDREW J. MCKELVEY Chairman of the Board, CEO September 9, 1997
- ------------------------------ and Director (principal
Andrew J. McKelvey executive officer)
/s/ THOMAS G. COLLISON Vice Chairman September 9, 1997
- ------------------------------ (principal financial
Thomas G. Collison officer)
/s/ ROXANE PREVITY Chief Financial Officer September 9, 1997
- ------------------------------ (principal accounting
Roxane Previty officer)
* Director September 9, 1997
- ------------------------------
George R. Eisele
* Director September 9, 1997
- ------------------------------
John R. Gaulding
* Director September 9, 1997
- ------------------------------
Jean-Louis Pallu
* Director September 9, 1997
- ------------------------------
John Swann
*By: /s/ ANDREW J. MCKELVEY
-------------------------
Andrew J. McKelvey,
ATTORNEY-IN-FACT
II-5
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE
TMP Worldwide Inc.
New York, New York
The audits referred to in our report dated March 10, 1997, relating to the
consolidated financial statements of TMP Worldwide Inc. and Subsidiaries, which
is included in the Prospectus constituting a part of this Registration Statement
included the audit of financial statement Schedule II, Valuation and Qualifying
Accounts. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement schedule based upon our audits.
In our opinion, such financial statement schedule presents fairly, in all
material respects, the information set forth therein.
BDO SEIDMAN, LLP
New York, New York
March 10, 1997
<PAGE>
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
COLUMN B COLUMN C--ADDITIONS COLUMN E
----------- ------------------------ -----------
COLUMN A BALANCE AT CHARGED TO CHARGED TO COLUMN D BALANCE AT
- ------------------------------------------------- BEGINNING COSTS AND OTHER ----------- END OF
DESCRIPTIONS OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ------------------------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1994
Allowance for doubtful accounts................. $ 1,654 $ 793 -- $ 429 $ 2,018
Year ended December 31, 1995
Allowance for doubtful accounts................. $ 2,018 $ 2,850 -- $ 1,003 $ 3,865
Year ended December 31, 1996
Allowance for doubtful accounts................. $ 3,865 $ 3,131 $ 2,111(1) $ 2,075 $ 7,032
Six months ended June 30, 1997
Allowance for doubtful accounts (unaudited)..... $ 7,032 $ 1,507 -- $ 1,208 $ 7,331
</TABLE>
- ------------------------
(1) Initial reserves of acquired companies.
<PAGE>
- --------------------------------------------------------------------------------
MANAGEMENT AGREEMENT
- --------------------------------------------------------------------------------
THIS AGREEMENT dated for reference June 1, 1997, is made
BETWEEN
DIR-AD SERVICES INC./LES SERVICES DIR-AD INC., (formerly
3271986 Canada Inc.) a company duly incorporated under the laws
of Canada, and having an office at Suite 200 - 16 Westminister
N., Montreal, Quebec, H4X 1Z1
(the "Company");
AND
TMP WORLDWIDE LTD., a company with an office at 184 Front
Street East, Suite 201, Toronto, Ontario, M5A 4N3
(the "Manager").
BACKGROUND
A. The Company is in the business of providing yellow page advertising
agency services (the "Business") to its clients;
B. The Manager is also engaged in the Business for its own account and is
experienced in managing all aspects of the Business.
C. The Company wishes to have the Manager and the Manager has agreed to
administer and manage the Business of the Company on the terms and
conditions set out in this Agreement.
NOW THEREFORE in consideration of the premises and mutual agreements and
covenants herein contained, the parties hereto (the "parties") hereby covenant
and agree as follows:
1. DUTIES
The Company agrees to retain and employ the Manager to provide the following
services in respect of the Business of the Company:
<PAGE>
-2-
(a) conceptualization and production of yellow page advertisements;
(b) research, recommendation and yellow page placement;
(c) monitoring and verification of yellow page placement;
(d) consulting and implementation of human resources communication plan;
(e) administration of payroll and employee benefits;
(f) administration and collection of accounts receivable;
(g) administration of accounts payable;
(h) management of cash flow and relations with bankers;
(i) maintenance of a general ledger and all necessary accounting books and
records;
(j) preparation of monthly financial statements and analytical reports;
(k) preparation of financial statements and year end file for external
auditors;
(l) preparation and administration of all statutory reports, returns and
filings;
(m) the advice of and access to managerial expertise of senior management
of the Manager or their delegate or representatives;
(n) administration and management of other projects as requested from time
to time by the Company; and
(o) all customer service functions including proposals, tenders,
communications, inquiries, billings and collections.
<PAGE>
-3-
2. REMUNERATION
The Company will pay to the Manager on a month to month basis a management fee
equal to a percentage (as agreed from time to time) of total billings on all
sales made by the Company (the "Management Fee").
3. TERM
3.1 Renewal
This Agreement will automatically renew each month provided that this Agreement
is not terminated by either party in the manner set out in Subsections 3.2 and
3.3 of this Agreement.
3.2 Termination With Notice
This Agreement may be terminated by either party by giving 30 days notice in
writing of termination to the other party.
3.3 Termination Without Notice
Notwithstanding Subsection 3.2 of this Agreement, the Company may terminate this
Agreement without notice for cause effective immediately.
4. CONFIDENTIAL INFORMATION
Each of the parties acknowledges that, during the term of this Agreement, they
will gain access to certain information concerning the Business and the Business
of the Company of a special and unique value. Each of the parties further
acknowledges that such information is proprietary and includes trade secrets.
Except as required by law and only to the extent that a third party has a
legitimate need to know, each of the parties agrees to keep in strictest
confidence all Confidential Information relating to the Business of the Company
which either of them acquires in connection with or as a result of performance
of this Agreement, and not to publish, communicate, divulge or disclose to any
third party or parties any Confidential Information, without the prior written
consent of the other, during the term of this Agreement or at any time
subsequent to it. The term "Confidential Information" includes, but is not
limited to, information emanating from the Company or the Manager or their
respective associates, affiliates, agents, suppliers or customers
<PAGE>
-4-
or conceived or developed by the Company or the Manager concerning research,
development, intellectual property rights, products, marketing plans and
strategies, records, documents and oral communication pertaining to operations,
finance, accounting, sales, personnel, management, customer names, customer
addresses, price list, customer requirements, cost of providing service or
equipment, operating costs, maintenance costs, material cost and pricing
matters, systems and procedures relating to the Business of the Company.
5. RETURN OF PROPERTY AND CONFIDENTIAL DATA
On termination of this Agreement for any reason or cause, the Manager will
deliver to the Company the property and data of the Company in the Manager's
possession or control which contain Confidential Information as defined in
Section 4 of this Agreement including, but not limited to, all documents,
notebooks, charts, files, computers, diskettes, records, memoranda, equipment,
audio and videotapes.
6. INDEMNIFICATION OF MANAGER
The Company will and hereby agrees to indemnify and save harmless the Manager
from and against all claims and demands of any nature or kind whatsoever brought
against the Manager as a result of the performance in good faith of the duties
and obligations of the Manager pursuant to this Agreement.
7. MISCELLANEOUS
7.1 Enurement
This Agreement enures to the benefit of and is binding on the Parties and,
except as otherwise provided in this Agreement or as would be inconsistent with
the provisions of this Agreement, their respective successors and permitted
assigns.
7.2 Headings
The headings in this Agreement are for convenience only and will not effect the
interpretation of this Agreement.
<PAGE>
-5-
7.3 Further Assurances
The Parties covenant and agree to execute and deliver any other deeds, documents
and assurances and to do any other acts required to carry out the true intent
and meaning of this Agreement.
7.5 Language
The Parties agree that this Agreement and all other documentation between the
Parties be in the English language. Les parties aux presentes ont exige que la
presente convention et toute autre documentation soit redigee en langue
anglaise. A singular or masculine expression used in this Agreement includes
the plural, the feminine or the body corporate as the context requires.
7.6 Severability
If any provision of this Agreement is found to be illegal or unenforceable for
any reason, it will be considered separate and severable from this Agreement and
the remaining provisions of this Agreement will remain in force and be binding
upon the Parties as though the Agreement has been executed without the illegal
or unenforceable portion and it is hereby declared the intention of the Parties
that this Agreement would have been executed without reference to any portion
that may, for any reason, be hereafter declared or held invalid.
7.7 Entire Agreement
This Agreement constitutes the entire agreement between the Parties and this
Agreement supersedes any and all prior oral or written agreements between the
Parties.
7.8 Amendment
This Agreement may not be amended or modified except as provided in this
Agreement or by subsequent agreement in writing signed by the Parties.
<PAGE>
-6-
7.9 Counterparts
This Agreement may be executed in two counterparts, each of which will be deemed
to be an original, but all of which together will constitute one and the same
instrument, notwithstanding that all the parties are not signatories to the same
counterpart.
7.10 Notice
Any notice, document or communication required or permitted to be given
hereunder will be in writing and will be deemed to have been duly given if
delivered by hand, mailed by pre-paid registered mail or telex or by facsimile
to the party concerned addressed as follows:
If to the Company:
Dir-Ad Services Inc./Les Services Dir-Ad Inc.
Suite 200 - 16 Westminister N..
Montreal, Quebec H4X 1Z1
Tel: (514) 482-3900
Fax: (514):482-3833
If to the Manager:
TMP Worldwide Ltd.
184 Front Street East, Suite 201
Toronto, Ontario M5A 4N3
Tel: (416) 864-1990
Fax: (416) 864-1897
or to any other address as may be from time to time be notified in writing by
any of the Parties. Any notice, document or communication will be deemed to
have been give, if delivered by hand, on the day delivered, and if mailed, four
business days, excluding Saturdays, Sundays and statutory holidays in the
country to which notice, document or communication is addressed, following the
date of posting; provided that if there is at the time of mailing or within four
business days thereof a mail strike, slowdown or other labour dispute that might
affect delivery by the mails, then the notice, document or communication will be
effective only when actually received.
<PAGE>
-7-
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day, month and year first above written.
TMP WORLDWIDE LTD.
Per:
_____________________________________________
Authorized Signatory
Dir-Ad Services Inc./Les Services Dir-Ad Inc.
Per:
_____________________________________________
Authorized Signatory
<PAGE>
EXHIBIT 21
SUBSIDIARIES
<TABLE>
<CAPTION>
Jurisdiction of
Organization
Subsidiary or Incorporation
- ---------- ----------------
<S> <C>
144164 Canada Ltd. Canada
158743 Canada Inc. Canada
3055078 Canada Inc. Canada
A 27 Buro van Personeeladvertenties B. V. The Netherlands
Armstrong's - NSW Pty Ltd New South Wales, Australia
Armstrong's - Queensland Pty Ltd Queensland, Australia
Armstrong's - Australia Pty Ltd Victoria, Australia
Armstrong's - Victoria Pty Ltd Victoria, Australia
Armstrong's - WA Pty Ltd Western Australia, Australia
BBL Acquisition Corp. Delaware
BMS Acquisition Corp. Delaware
BTD Acquisition, Inc. New York
Cala H.R.C. Ltd. Canada
CPC Acquisition Corp. New York
CVY International, L.L.C. Delaware
Deutsch Shea & Evans, Inc. Delaware
Dir-Ad Inc. Canada
Directory Services International Corporation Michigan
General Directory Advertising Services, Inc. Delaware
Heliberg Beheer B.V. The Netherlands
HGI Acquisition Corp. Delaware
IPW de Personeelstrategen B.V. The Netherlands
Interdirect, Inc. New Jersey
Lonsdale Advertising Services Limited United Kingdom
M.S.I. - Market Support International, Inc. New Jersey
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Jurisdiction of
Organization
Subsidiary or Incorporation
- ---------- ----------------
<S> <C>
MSL AG Switzerland
MSL Group Limited United Kingdom
MSL International Limited United Kingdom
MSL Advertising Services Limited United Kingdom
MSL Human Resources Consulting Limited United Kingdom
MSL Grosvenor Stewart Limited United Kingdom
MSL Group (Trustees) Limited United Kingdom
MSL PSP Associes SARL France
Management Selection Limited United Kingdom
Mandate Arbeidsmarkcommunicatie B.V. The Netherlands
National Media Holding Company, Inc. Colorado
National Media Services, Inc. Georgia
Neville Jeffress - Parramatta Pty Ltd New South Wales, Australia
Neville Jeffress - Canberra Pty Ltd Australian Capital Territory, Australia
Neville Jeffress Advertising (Tasmania) Pty Ltd Tasmania, Australia
Neville Jeffress - Sydney Pty Ltd New South Wales, Australia
Neville Jeffress Pty Ltd New South Wales, Australia
Neville Jeffress - Financial Pty Ltd New South Wales, Australia
Neville Jeffress (NSW) Pty Ltd New South Wales, Australia
Neville Jeffress - Brisbane Pty Ltd Queensland, Australia
Neville Jeffress Caldwell Ltd United Kingdom
Neville Jeffress - New Zealand Ltd New Zealand
Neville Jeffress - Queensland Pty Ltd Queensland, Australia
Neville Jeffress (Darwin) Pty Ltd Northern Territory, Australia
Neville Jeffress - Adelaide Pty Ltd South Australia, Australia
Neville Jeffress Perth Pty Ltd Western Australia, Australia
Neville Jeffress - Victoria Pty Ltd Victoria, Australia
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Jurisdiction of
Organization
Subsidiary or Incorporation
- ---------- ----------------
<S> <C>
Online Career Center Management, Inc. Delaware
Parapluie Pty Ltd Victoria, Australia
Parraween Productions Pty Ltd New South Wales, Australia
Recruitment Communication & Services, B.V. Belgium
Rogers Acquisition Corp. Delaware
Target Acquisition Corp. Delaware
The Mitchell Armstrong's Consortium Pty Ltd Victoria, Australia
The Monsterboard Limited United Kingdom
TMP Telephone Marketing Programs Limited United Kingdom
TMP Worldwide Co., Ltd. Japan
TMP Worldwide Ltd. Ontario, Canada
TMP Worldwide Holdings Limited United Kingdom
TMP Worldwide Pty Ltd New South Wales, Australia
TMP Worldwide Partnerships Limited United Kingdom
TMP Worldwide Zone 2 Limited United Kingdom
TMP Australia Pty Ltd New South Wales, Australia
TMP Belgium NV Ghent, Belgium
TMP Worldwide Limited United Kingdom
TMP Interactive Inc. Delaware
TMP Medical Listings, Inc. Georgia
Van Daalen en Partners B.V. The Netherlands
Volando, Inc. Delaware
Woodward, Inc. Illinois
Woodward Direct, Inc. Delaware
</TABLE>
-3-
<PAGE>
Jurisdiction of
Organization
Subsidiary or Incorporation
- ---------- ----------------
YPMS Acquisition, Inc. Delaware
Austin Knight Limited
Austin Knight Investments Limited
Austin Knight Inc.
Austin Knight Canada Inc.
Austin Knight Consulting Pty Limited
Austin Knight Pty Limited
Austin Knight France SA
Austin Knight BV
Austin Knight International BV
Carre Turenne SA
Bidborough Limited
Reynell Limited
Ridley Jones Advertising Services Limited
TCT Fullpoint Limited
Townsend Knight Consulting Limited
Austin Knight UK Limited
The Square Communications Limited
Butler Borg Millest Limited
Juniper Woolf Nucleus Advertising Partnership Limited
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