<PAGE>
As filed with the Securities and Exchange Commission on September 17, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------
TMP WORLDWIDE INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3906555
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
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)
TMP Worldwide Inc.
1996 Stock Option Plan
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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be registered Proposed maximum offering Proposed maximum aggregate Amount of
to be registered (1) price per share(2) offering price (2) registration fee
------------------- ----------------------- --------------------------- -------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value. 1,200,000 shares $30.25 $36,300,000 $10,709
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement relates to an additional 1,200,000
shares, subject to stock options, granted or to be granted under
the TMP Worldwide Inc. 1996 Stock Option Plan, as amended. 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 in the event of a stock
dividend, stock split, recapitalization or other similar change in
the Common Stock.
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee and is the product resulting from
multiplying 1,200,000, the number of shares of additional Common
Stock registered by the Registration Statement as to which options
may be granted under the TMP Worldwide Inc. 1996 Stock Option
Plan, by $30.25, the average of the high and low prices of the
Common Stock as reported on the Nasdaq National Market on
September 14, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 (Registration No.
333-18937) of TMP Worldwide Inc. as filed with the Securities and Exchange
Commission on December 27, 1996, are incorporated herein by reference.
EXPERTS
The financial statements and schedule incorporated by reference in this
Registration Statement have been audited by BDO Seidman, LLP independent
certified public accountants, to the extent and for the periods set forth in
their reports incorporated herein by reference, and are incorporated herein in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all 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 this
17th day of September, 1998.
TMP WORLDWIDE INC.
/s/ Andrew J. McKelvey
-----------------------
By: Andrew J. McKelvey
Title: Chairman of the Board and CEO
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Andrew J. McKelvey Chairman of the Board and CEO September 17, 1998
- ----------------------- (principal executive officer)
Andrew J. McKelvey
/s/ Thomas G. Collison Vice Chairman and Secretary September 17, 1998
- ----------------------- (principal financial officer)
Thomas G. Collison
/s/ Roxane Previty Chief Financial Officer September 17, 1998
- ----------------------- (principal accounting officer)
Roxane Previty
/s/ George R. Eisele Director September 17, 1998
- -----------------------
George R. Eisele
/s/ John R. Gaulding Director September 17, 1998
- -----------------------
John R. Gaulding
/s/ Michael Kaufman Director September 17, 1998
- -----------------------
Michael Kaufman
/s/ John Swann Director September 17, 1998
- -----------------------
John Swann
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
4 TMP Worldwide Inc. 1996 Stock Option Plan, as amended
5 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)
<PAGE>
EXHIBIT 4
TMP WORLDWIDE INC.
1996 STOCK OPTION PLAN
I. Purpose. The purpose of the TMP Worldwide Inc. 1996 Stock Option Plan
(the "Plan") is to enable TMP Worldwide Inc. (the "Company") and its
stockholders to secure the benefit of the incentives inherent in common stock
ownership by present and future officers and other employees and personnel of,
and consultants to, the Company and its affiliates. The Board of Directors of
the Company (the "Board") believes that the granting of options under the Plan
will foster the Company's ability to attract, retain and motivate individuals
who will be largely responsible for the continued profitability and growth of
the Company and its affiliates.
II. Stock Subject to the Plan. Subject to the provisions of Section 6(a)
hereof, the Company may issue and sell a total of 3,000,000 shares of its
common stock, $.01 par value (the "Common Stock"), pursuant to the Plan. Such
shares may be either authorized and unissued or held by the Company in its
treasury. The maximum option grant which may be made in any calendar year to
any individual shall not cover more than 150,000 shares. New options may be
granted under the Plan with respect to shares of Common Stock which are
covered by the unexercised portion of an option which terminates or expires by
its terms, by cancellation or otherwise.
III. Administration. The Plan will be administered by a committee (the
"Committee") consisting of at least two directors appointed by and serving at
the pleasure of the Board. If a Committee is not so established, the Board
will perform the duties and functions ascribed herein to the Committee. In the
event the Company's Common Stock is registered under Section 12 of the
Securities Exchange Act of 1934, as amended, each member of the Committee will
be a "disinterested director" within the meaning and for the purposes of Rule
16b-3. Subject to the provisions of the Plan, the Committee, acting in its
sole and absolute discretion, will have full power and authority to grant
options under the Plan, to interpret the provisions of the Plan, to fix and
interpret the provisions of option agreements made under the Plan, to
supervise the administration of the Plan, and to take such other action as may
be necessary or desirable in order to carry out the provisions of the Plan. A
majority of the members of the Committee will constitute a quorum. The
Committee may act by the vote of a majority of its members present at a
meeting at which there is a quorum or by unanimous written consent. The
decision of the Committee as to any disputed question, including questions of
construction, interpretation and administration, will be final and conclusive
on all persons. The Committee will keep a record of its proceedings and acts
and will keep or cause to be kept such books and records as may be necessary
in connection with the proper administration of the Plan. The Company shall
indemnify and hold harmless each member of the Committee and any employee or
director of the Company or of an affiliate to whom any duty or power relating
to the administration or interpretation of the Plan is delegated from and
against any loss, cost, liability (including any sum paid in settlement of a
claim with the approval of the Board), damage and expense (including legal and
other expenses incident thereto) arising out of or incurred in connection with
the Plan, unless and except to the extent attributable to such person's fraud
or wilful misconduct.
1
<PAGE>
IV. Eligibility. Options may be granted under the Plan to present and
future officers and other employees (including but not limited to directors
who are employees) or other personnel of the Company or an affiliate of the
Company within the meaning of Rule 405 under the Securities Act of 1933, as
amended (an "Affiliate"), and to consultants to the Company or an Affiliate
who are not employees. Options may not be granted to directors of the Company
or an Affiliate who are not also employees of or consultants to the Company
and/or an Affiliate. Subject to the provisions of the Plan, the Committee may
from time to time select the persons to whom options will be granted, and will
fix the number of shares covered by each such option and establish the terms
and conditions thereof (including, without limitation, the exercise price,
restrictions on the exercisability of the option and/or on the disposition of
the shares of Common Stock issued upon exercise thereof, and whether or not
the option is to be treated as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (an "Incentive
Stock Option").
V. Terms and Conditions of Options. Each option granted under the Plan will
be evidenced by a written agreement in a form approved by the Committee.
Subject to the provisions hereof, each such option will be subject to the
terms and conditions set forth in this paragraph and such additional terms and
conditions not inconsistent with the Plan as the Committee deems appropriate.
a. Option Exercise Price. In the case of an option which is
not treated as an Incentive Stock Option, the exercise price per share may
not be less than the par value of a share of Common Stock on the date the
Option is granted; and in the case of an Incentive Stock Option, the
exercise price per share may not be less than the fair market value of a
share of Common Stock on the date the option is granted (110% in the case
of an optionee who, at the time the option is granted, owns stock
possessing more than 10% of the total combined voting power of all classes
of stock of the Company or of an affiliate (a "ten percent shareholder")).
For purposes hereof, the fair market value of a share of Common Stock on
any date shall be equal to the closing price per share as published by a
national securities exchange on which shares of the Common Stock are traded
on such date or, if there is no sale of Common Stock on such date, the
average of the bid and asked prices on such exchange at the close of
trading on such date, or if shares of the Common Stock are not listed on a
national securities exchange on such date, the closing price or, if none,
the average of the bid and asked prices in the over the counter market at
the close of trading on such date, or if the Common Stock is not traded on
a national securities exchange or the over the counter market, the fair
market value of a share of the Common Stock on such date as determined in
good faith by the Committee.
b. Option Period. The period during which an option may be
exercised will be fixed by the Committee and will not exceed ten years from
the date the option is granted (five years in the case of an Incentive
Stock Option granted to a "ten percent shareholder").
c. Exercise of Options.
(1) General. No option will become exercisable
unless the person to whom the option is granted remains in
the continuous employ or service of the Company or
2
<PAGE>
an Affiliate for at least six months (or for such other
period as the Committee may designate) from the date the
option is granted. The Committee will determine and will set
forth in the option agreement any vesting or other
restrictions on the exercisability of the option, subject to
earlier termination of the option as may be required
hereunder, and any vesting or other restrictions on shares
of Common Stock acquired pursuant to the exercise of the
option. All or part of the exercisable portion of an option
may be exercised at any time during the option period. An
option may be exercised by transmitting to the Company, in a
manner prescribed or approved by the Committee, (1) a
written notice specifying the number of shares to be
purchased, and (2) payment of the exercise price, together
with the amount, if any, deemed necessary by the Company to
enable the Company or an Affiliate, as the case may be, to
satisfy its income tax withholding obligations with respect
to such exercise unless other arrangements acceptable to the
Company are made with respect to the satisfaction of such
withholding obligations. Subject to the provisions of
applicable law, the Company may agree to retain and withhold
a number of shares of Common Stock sufficient to reimburse
the Company for all or part of its withholding tax
obligation.
(2) Stock Registration Required. Notwithstanding
anything in the Plan to the contrary, no option may be
exercised unless and until a registration statement covering
the shares of Common Stock issuable upon exercise of options
granted hereunder has been filed with, and declared
effective by, the Securities and Exchange Commission under
the Securities Act of 1933, as amended. Nothing in this Plan
shall be deemed to obligate the Company to effect any such
registration.
d. Payment of Exercise Price. The purchase price of shares
of Common Stock acquired pursuant to the exercise of an option granted
under the Plan may be paid in cash and/or such other form of payment as may
be permitted under the option agreement, including, without limitation,
previously-owned shares of Common Stock. The Committee may permit the
payment of all or a portion of the purchase price in installments (together
with interest) over a period of not more than five years.
e. Rights as a Stockholder. No shares of Common Stock will
be issued in respect of the exercise of an option granted under the Plan
until full payment therefor has been made (and/or provided for if all or a
portion of the purchase price is being paid in installments). The holder of
an option will have no rights as a stockholder with respect to any shares
covered by an option until the date a stock certificate for such shares is
issued to him or her. Except as otherwise specifically provided herein, no
adjustments shall be made for dividends or distributions of other rights
for which the record date is prior to the date such stock certificate is
issued.
f. Nontransferability of Options. No option shall be
assignable or transferrable except upon the optionee's death to a
beneficiary designated by the optionee in accordance with procedures
established by the Committee or, if no designated beneficiary shall survive
the optionee,
3
<PAGE>
pursuant to the optionee's will or by the applicable laws of descent and
distribution. During an optionee's lifetime, options may be exercised only
by the optionee or the optionee's guardian or legal representative.
g. Termination of Employment or Other Service. If an
optionee ceases to be employed by or to perform services for the Company
and any Affiliate, then, unless terminated sooner under the provisions
hereof or under the provisions of the optionee's option agreement, and
unless determined otherwise by the Committee acting in its sole discretion,
(i) if such termination of employment or service occurs by reason of the
optionee's death, disability, retirement after age 65 or voluntary
retirement with the consent of the Company before age 65, then the
optionee's outstanding options will be fully vested and may be exercised
within three years from the date of the termination of employment or
service, and, at the end of such three-year period, any unexercised
outstanding options will terminate; and (ii) if the optionee's employment
or service is terminated for any reason other than the optionee's death,
disability, retirement after age 65 or voluntary retirement with the
consent of the Company before age 65, then the optionee's outstanding
options, to the extent then otherwise vested and exercisable, may be
exercised within ninety days from the date of such termination of
employment or service and, at the end of such ninety-day period, any
unexercised vested and outstanding options will terminate, and the
optionee's nonvested outstanding options will terminate upon the optionee's
termination of employment or service. Solely for purposes of the Plan, the
transfer of an employee from the employ of the Company to an Affiliate, or
vice-versa, or from one Affiliate to another shall not be deemed a
termination of employment.
h. Other Provisions. The Committee may impose such other
conditions with respect to the exercise of options, including, without
limitation, any conditions relating to the application of federal or state
securities laws, as it may deem necessary or advisable. In the case of an
Incentive Stock Option, at the time the option is granted the aggregate
fair market value (determined at the time of grant) of the shares of Common
Stock with respect to which the Incentive Stock Option is exercisable for
the first time by the optionee during any calendar year may not exceed
$100,000.
VI. Capital Changes, Reorganization, Sale.
a. Adjustments Upon Changes in Capitalization. The aggregate
number and class of shares for which options may be granted under the Plan,
the maximum number of shares for which options may be granted to any
individual in any calendar year, the number and class of shares covered by
each outstanding option and the exercise price per share shall all be
adjusted proportionately or as otherwise appropriate to reflect any
increase or decrease in the number of issued shares of Common Stock
resulting from a split-up or consolidation of shares or any like capital
adjustment, or the payment of any stock dividend, and/or to reflect a
change in the character or class of shares covered by the Plan arising from
a readjustment or recapitalization of the Company's capital stock.
4
<PAGE>
b. Cash, Stock or Other Property for Stock. Except as
provided in Section 6(c) below or as otherwise expressly provided in the
optionee's option agreement, upon merger (other than a merger of the
Company in which the holders of Common Stock immediately prior to the
merger have the same proportionate ownership of common stock in the
surviving corporation immediately after the merger), consolidation,
acquisition of property or stock, separation, reorganization (other than a
mere reincorporation or the creation of a holding company) or liquidation
of the Company, as a result of which the stockholders of the Company
receive cash, stock or other property in exchange for or in connection with
their shares of Common Stock, any option granted hereunder shall terminate,
but the optionee shall have the right immediately prior to any such merger,
consolidation, acquisition of property or stock, separation, reorganization
or liquidation to exercise his or her option in whole or in part to the
extent permitted by the option agreement, and, if the Committee in its sole
discretion shall determine, may exercise the option whether or not the
vesting requirements set forth in the option agreement have been satisfied.
c. Conversion of Options on Stock for Stock Exchange. If the
stockholders of the Company receive capital stock of another corporation
("Exchange Stock") in exchange for their shares of Common Stock in any
transaction involving a merger (other than a merger of the Company in which
the holders of Common Stock immediately prior to the merger have the same
proportionate ownership of common stock in the surviving corporation
immediately after the merger), consolidation, acquisition of property or
stock, separation or reorganization (other than a mere reincorporation or
the creation of a holding company), all options granted hereunder shall be
converted into options to purchase shares of Exchange Stock unless the
Company and the corporation issuing the Exchange Stock, in their sole
discretion, determine that any or all such options granted hereunder shall
not be converted into options to purchase shares of Exchange Stock but
instead shall terminate in accordance with the provisions of subparagraph
(b) above. The amount and price of converted options shall be determined by
adjusting the amount and price of the options granted hereunder in the same
proportion as used for determining the number of shares of Exchange Stock
the holders of the Common Stock receive in such merger, consolidation,
acquisition of property or stock, separation or reorganization. The
Committee shall determine in its sole discretion if the converted options
shall be fully vested whether or not the vesting requirements set forth in
the option agreement have been satisfied.
d. Fractional Shares. In the event of any adjustment in the
number of shares covered by any option pursuant to the provisions hereof,
any fractional shares resulting from such adjustment will be disregarded,
and each such option will cover only the number of full shares resulting
from the adjustment.
e. Determination of Board to be Final. All adjustments under
this Section 6 shall be made by the Board, and its determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding
and conclusive.
VII. Amendment and Termination. The Board may amend or terminate the Plan,
provided, however, that no such action may affect adversely any outstanding
option without the written consent
5
<PAGE>
of the optionee. Except as otherwise provided in Section 6, any amendment
which would increase the aggregate number of shares of Common Stock as to
which options may be granted under the Plan, increase the number of shares
with respect to which options may be granted to any individual in any calendar
year, materially increase the benefits under the Plan, or modify the class of
persons eligible to receive options under the Plan shall be subject to the
approval of the Company's stockholders. The Committee may amend the terms of
any stock option agreement made hereunder at any time and from time to time
(e.g., to accelerate vesting upon a change of control), provided, however,
that any amendment which would adversely affect the rights of the optionee may
not be made without the optionee's prior written consent.
VIII. No Rights Conferred. Nothing contained herein will be deemed to give
any individual any right to receive an option under the Plan or to be retained
in the employ or service of the Company or any Affiliate.
IX. Governing Law. The Plan and each option agreement shall be governed by
the laws of the State of Delaware.
X. Decisions and Determinations of Committee to be Final. Any decision or
determination made by the Board pursuant to the provisions hereof and, except
to the extent rights or powers under this Plan are reserved specifically to
the discretion of the Board, all decisions and determinations of the Committee
are final and binding.
XI. Term of the Plan. The Plan shall be effective as of the date on which
it is adopted by the Board, subject to the approval of the stockholders of the
Company within one year from the date of adoption by the Board. The Plan will
terminate on the date ten years after the date of adoption, unless sooner
terminated by the Board. The rights of optionees under options outstanding at
the time of the termination of the Plan shall not be affected solely by reason
of the termination of the Plan and shall continue in accordance with the terms
of the option (as then in effect or thereafter amended) and the Plan.
<PAGE>
EXHIBIT 5
[Letterhead of Fulbright & Jaworski, L.L.P.]
September 17, 1998
TMP Worldwide Inc.
1633 Broadway, 33rd Floor
New York, NY 10019
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by TMP Worldwide Inc. (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to 1,200,000 additional shares of Common Stock
of the Company, par value $.001 per share (the "Shares"), which may be issued
upon the exercise of options granted or to be granted pursuant to the TMP
Worldwide Inc. 1996 Stock Option Plan, as amended (the "Plan").
As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that, in our opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the issuance of
the Shares upon the exercise of options granted or to be granted pursuant to
the Plan, and that the Shares being registered pursuant to the Registration
Statement, when issued upon the exercise of and payment for options granted or
to be granted under the Plan in accordance with the terms of the options and
the Plan, will be duly authorized, legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit 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.
Sincerely yours,
Fulbright & Jaworski L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
TMP Worldwide Inc.
New York, New York
We hereby consent to the incorporation by reference in the Registration
Statement filed on Form S-8 of our reports dated March 20, 1998, relating to
the consolidated financial statements and schedule of TMP Worldwide Inc.
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
We also consent to the reference to us under the caption "Experts" in the
Registration Statement.
BDO SEIDMAN, LLP
New York, New York
September 15, 1998
