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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TMP WORLDWIDE INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 13-3906555
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
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1633 BROADWAY
NEW YORK, NEW YORK 10019
(212) 977-4200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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ANDREW J. MCKELVEY
CHAIRMAN OF THE BOARD AND CEO
TMP WORLDWIDE INC.
1633 BROADWAY
NEW YORK, NEW YORK 10019
(212) 977-4200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
GREGG BERMAN, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
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. / /
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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 same offering. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE AGGREGATE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share 1,299,674 $61.50 $79,929,951 $22,221
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(1) The price is estimated in accordance with Rule 457(c) under the Securities
Act of 1933, as amended, solely for the purpose of calculating the
registration fee and is $61.50, the average of the high and low prices of
the Common Stock of TMP Worldwide Inc. as reported by The Nasdaq Stock
Market on July 14, 1999.
------------------------------
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.
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TMP WORLDWIDE INC.
SHARES OF COMMON STOCK
------------------------
TMP Worldwide Inc.'s common stock trades on the Nasdaq National Market under
the ticker symbol "TMPW." On July 14, 1999, the closing sale price of one share
of TMP's stock was $60.63.
------------------------
The stockholders of TMP Worldwide Inc. ("TMP" or the "Company") listed in
this prospectus are offering and selling an aggregate of 1,299,674 shares of
TMP's common stock under this prospectus. Certain of these selling stockholders
obtained their shares of TMP stock in connection with TMP's acquisition or
merger with companies owned by these selling stockholders. Additional selling
stockholders obtained their shares when TMP acquired the minority interests in
Morgan & Banks (Hong Kong) Limited and M&B Search Pte Ltd. See "Recent
Developments" for a description of these transactions. The remaining selling
stockholder, James J. Treacy, a director of TMP and its Chief Operating Officer,
proposes to sell up to 263,605 shares. Some or all of the selling stockholders
expect to sell their shares. TMP will not receive any part of the proceeds from
the sale by the selling stockholders.
------------------------
The selling stockholders may offer their TMP stock through public or private
transactions, on or off the United States exchanges, at prevailing market
prices, or at privately negotiated prices.
------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS
THAT YOU SHOULD CONSIDER BEFORE YOU INVEST IN THE SHARES BEING SOLD WITH THIS
PROSPECTUS.
---------------------
THE TMP STOCK OFFERED OR SOLD UNDER THIS PROSPECTUS HAS NOT BEEN APPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is July , 1999
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TABLE OF CONTENTS
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PAGE
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Where You Can Find More Information....................................................................... 2
The Company............................................................................................... 4
Recent Developments....................................................................................... 7
Risk Factors.............................................................................................. 9
Use of Proceeds........................................................................................... 14
Dividend Policy........................................................................................... 15
Price Range of Common Stock............................................................................... 15
Selling Stockholders...................................................................................... 16
Plan of Distribution...................................................................................... 17
Legal Opinion............................................................................................. 17
Experts................................................................................................... 17
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from our website at www.tmp.com or at the SEC's website at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until the selling stockholders sell all their shares of TMP stock. This
prospectus is part of a registration statement we filed with the SEC
(Registration No. 333-75031).
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999.
(c) The description of the Company's common stock contained in Item 1 of
the Company's Registration Statement on Form 8-A, dated October 16, 1996.
(d) The Company's Current Report on Form 8-K, dated June 10, 1999, which
includes the supplemental consolidated financial statements relating to the
restatement of the Company's consolidated financial statements as of
December 31, 1998 and 1997 and for each of the three years in the period
ended December 31, 1998 to reflect the mergers with InterQuest Pty Limited
on April 30, 1999, LIDA Advertising, Inc. on May 19, 1999, Maes & Lunua on
May 20, 1999, Lemming/LeVan, Inc. on May 28, 1999, in2, Inc. on May 28, 1999
and Yellow Pages Unlimited, Inc. on May 28, 1999, which have been accounted
for as poolings-of-interests. In addition, the Company's historical
consolidated financial statements included therein reflect the merger with
Morgan & Banks Limited as of January 28, 1999, which was accounted for as a
pooling-of-interests.
(e) The Company's Current Report on Form 8-K, dated February 1, 1999,
relating to the announcement of the Morgan & Banks Limited acquisition and
the release of the results of the Company's operations for the one month and
ten months ended October 31, 1998.
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(f) The Company's Current Report on Form 8-K, dated February 12, 1999,
relating to the financial statements of Morgan & Banks Limited as of
September 30, 1998 and March 31, 1998 and 1997, for the six months ended
September 30, 1998 and 1997 and for each of the three years in the period
ended March 31, 1998 and the unaudited pro forma condensed combined
financial information relating to the acquisition of Morgan & Banks Limited.
(g) The Company's Current Report on Form 8-K, dated March 5, 1999,
relating to a press release announcing the results of operations of the
Company for the year ended December 31, 1998, issued by the Company on March
2, 1999.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
TMP Worldwide Inc.
1633 Broadway, 33rd Floor, New York, New York 10019
Attention: Investor Relations
(Tel. No. (212) 977-4200)
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling stockholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of these documents.
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THE COMPANY
AS USED IN THIS PROSPECTUS, "GROSS BILLINGS" REFERS TO BILLINGS FOR
ADVERTISING PLACED IN TELEPHONE DIRECTORIES, NEWSPAPERS, NEW MEDIA AND OTHER
MEDIA, AND ASSOCIATED FEES FOR RELATED SERVICES. WHILE GROSS BILLINGS ARE NOT
INCLUDED IN THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS, THE TRENDS IN GROSS
BILLINGS DIRECTLY IMPACT THE COMMISSIONS AND FEES EARNED BY THE COMPANY. THE
COMPANY EARNS COMMISSIONS BASED ON A PERCENTAGE OF THE MEDIA ADVERTISING
PURCHASED AT A RATE ESTABLISHED BY THE RELATED PUBLISHER, AND ASSOCIATED FEES
FOR RELATED SERVICES. IN ADDITION, THE COMPANY EARNS FEES FOR THE PLACEMENT OF
ADVERTISEMENTS ON THE INTERNET, INCLUDING ITS CAREER WEB SITES, AND THROUGH
EXECUTIVE SEARCH SERVICES. EARNINGS BEFORE INTEREST, INCOME TAXES, DEPRECIATION
AND AMORTIZATION, OR EBITDA, IS PRESENTED TO PROVIDE ADDITIONAL INFORMATION
ABOUT THE COMPANY'S ABILITY TO MEET ITS FUTURE DEBT SERVICE, CAPITAL
EXPENDITURES AND WORKING CAPITAL REQUIREMENTS AND IS ONE OF THE MEASURES WHICH
DETERMINES THE COMPANY'S ABILITY TO BORROW UNDER ITS CREDIT FACILITY. EBITDA
SHOULD NOT BE CONSIDERED IN ISOLATION OR AS A SUBSTITUTE FOR OPERATING
ACTIVITIES AND OTHER INCOME OR CASH FLOW STATEMENT DATA PREPARED IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OR AS A MEASURE OF THE COMPANY'S
PROFITABILITY OR LIQUIDITY. GROSS BILLINGS WITH RESPECT TO COMPANIES ACQUIRED BY
THE COMPANY REFER TO THE COMPANY'S ESTIMATE OF THE ACQUIRED COMPANIES' ANNUAL
GROSS BILLINGS. ALL AMOUNTS REFERRED TO BELOW REFLECT THE AMOUNTS DISCLOSED IN
THE COMPANY'S SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE
COMPANY'S CURRENT REPORT ON FORM 8-K DATED JUNE 10, 1999, WHICH REFLECTS THE
MERGERS WITH INTERQUEST PTY LIMITED ON APRIL 30, 1999, LIDA ADVERTISING, INC. ON
MAY 19, 1999, MAES & LUNUA ON MAY 20, 1999, LEMMING/LEVAN, INC. ON MAY 28, 1999,
IN2, INC. ON MAY 28, 1999 AND YELLOW PAGES UNLIMITED, INC. ON MAY 28, 1999,
WHICH HAVE BEEN ACCOUNTED FOR AS POOLINGS-OF-INTERESTS. IN ADDITION, THE
COMPANY'S HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS INCLUDED THEREIN REFLECT
THE MERGER WITH MORGAN & BANKS LIMITED AS OF JANUARY 28, 1999, WHICH WAS
ACCOUNTED FOR AS A POOLING-OF-INTERESTS.
We are a marketing services, communications, executive search and technology
company. We provide comprehensive, individually tailored advertising services,
including development of creative content, media planning, production and
placement of corporate advertising, market research, direct marketing, executive
search and other ancillary services and products. We are one of the world's
largest recruitment advertising agencies and the world's largest yellow page
advertising agency as well as a leader in the use of the Internet for
recruiting.
We offer advertising programs to more than 17,000 clients, including more
than 80 of the Fortune 100 and more than 400 of the Fortune 500 companies. Our
growth strategy is to continue to pursue consolidation opportunities in our core
advertising business and to leverage our client base and our approximately 2,420
sales, marketing and customer service personnel to expand our Internet-based
businesses. For the year ended December 31, 1998, our gross billings were $1.7
billion, total revenue was $699.4 million, net income was $14.4 million and
EBITDA was $69.1 million.
We are one of the world's largest recruitment advertising agencies, with
approximately $794.2 million in gross billings for the year ended December 31,
1998. We are the world's largest yellow page advertising agency, generating
approximately $506.9 million in yellow page gross billings for the same period.
With approximately 30% of the national accounts segment of the U.S. yellow page
advertising market, we are approximately three times larger than our nearest
competitor, based on yellow page gross billings. Our Internet revenue grew
157.6% to $50.2 million for the same period. A substantial part of our growth in
each of our targeted markets has been achieved through acquisitions. For
example, from January 1, 1996 through March 31, 1999, we completed 51
acquisitions. In January 1999, we completed our largest acquisition to date by
acquiring Morgan & Banks Limited, or M&B, for 5,148,291 shares of our Common
Stock. M&B provides permanent recruitment for mid-level executives through
clerks, human resource consulting and temporary contracting. We believe
additional acquisition opportunities exist and we intend to continue our
strategy of making acquisitions which relate to our core businesses.
We have created innovative solutions to assist our clients in capitalizing
on the growing awareness and acceptance of the Internet. For our recruitment
advertising clients, we have developed interactive career sites which can be
accessed by individuals seeking employment via the Internet on a global basis.
We have
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several career sites, including Monster.com-SM-, Be the Boss-SM- and Job
Hound-SM- which, as of December 31, 1998, collectively contained approximately
180,000 job listings and career opportunities.
YELLOW PAGE ADVERTISING. We develop yellow page marketing programs for
national accounts. These are clients which sell products or services in multiple
markets. The national segment of the yellow page advertising market was an
approximately $1.9 billion market in the U.S. for the year ended December 31,
1998. The national yellow page market has grown each year since 1981. During the
period of 1990 through 1998, the market grew at a compound annual growth rate of
approximately 6.2%. Yellow page advertising is a complex process involving the
creation of effective imagery and message and the development of media plans
which evaluate approximately 7,000 yellow page directories of which our larger
accounts utilize over 2,000. Coordinating the placement of advertisements in
this number of directories requires an extensive effort at the local level, and
our yellow page sales, marketing and customer service staff of approximately 680
people provides an important competitive advantage in marketing and executing
yellow page advertising programs. We earn commissions from yellow page
advertising paid by directory publishers which result in an effective commission
rate to us of approximately 20% of yellow page gross billings.
We take a proactive approach to yellow page advertising by undertaking
original research on the efficacy of the medium, in many cases quantifying the
effectiveness of a given advertising campaign. We also have a rigorous quality
assurance program designed to ensure client satisfaction. We believe that this
program has enabled us to maintain a yellow page client retention rate, year to
year, in excess of 90%.
RECRUITMENT ADVERTISING. For the year ended December 31, 1998, total
spending on advertisements globally in the recruitment classified advertisement
section of newspapers was approximately $12 billion. While the recruitment
advertising market has historically been cyclical, during the period of 1990
through 1997, the U.S. market grew at a compound annual growth rate of
approximately 12%. In the U.S., we receive commissions generally equal to 15% of
recruitment advertising gross billings. Outside of the U.S., where,
collectively, we derive the majority of our recruitment advertising commissions
and fees, our commission rates for recruitment advertising vary, ranging from
approximately 10% in Australia to 15% in Canada and the United Kingdom. We also
earn fees from value-added services such as design, research and other creative
and administrative services which resulted in aggregate commissions and fees
equal to approximately 21% of recruitment advertising gross billings for the
year ended December 31, 1998.
The services provided by recruitment advertising agencies can be complex and
range from the design and placement of classified advertisements to the creation
of comprehensive image campaigns which internationally "brand" a client as a
quality employer. Further, shortages of qualified employees in many industries,
particularly in the technology area, have increased the need for recruitment
advertising agencies to expand the breadth of their service offerings to effect
national and sometimes global recruitment campaigns. For these reasons, we
believe that over time, the proportion of overall recruitment advertising placed
through recruitment advertising agencies will grow. Given the scale of our
recruitment advertising operations and the scope of our service offerings, we
believe we are well positioned to participate in this market growth.
EXECUTIVE SEARCH. To expand the range of services that we offer to our
recruitment advertising clients, we decided to enter the executive search field
because recruitment advertising traditionally did not target the senior
executive community. Accordingly, to enter this market, in May 1998, we acquired
JSK, the twelfth largest executive search firm in the United States.
Our retained executive search process typically includes the following
steps: (a) a TMP executive search consultant interviews the client in order to
analyze the senior executive position that needs to be filled, the general
environment of the client's work place and the character and quality of
candidates that have successfully performed as executives of the client; (b) the
consultant then prepares a written synopsis of the position to be filled in
order to attract a suitable, qualified and successful candidate; (c) the
synopsis is then forwarded to other recruiters in order to assist with the
search for a candidate that fits the criteria set forth in the synopsis; (d) a
pool of suitable candidates is gathered and the consultants begin to schedule
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interviews; (e) the candidates are then interviewed and analyzed by the
consultants to determine if the candidate meets the requisite experience and
potential cultural fit outlined by the consultant and the client; (f) reports of
the most suitable candidates are prepared by the consultant and presented to the
client, enabling the client to choose which candidates it wants to meet; (g) the
consultant then organizes a mutually convenient time and place for the client to
personally meet and interview such candidates for the position; (h) the
consultant follows up with the successful candidate to obtain any supplemental
information needed or requested by the client, including to obtain references
and other documentary materials; and (i) we then assist the client in
structuring and negotiating the final compensation package and other benefits
for the hired executive based on all relevant factors researched by us,
including industry comparisons, the experience level of the executive and future
trends.
We believe that our expansion into the executive search market will enable
us to attract and service additional major clients since we can now market
ourself as a full service firm that can accommodate all of our clients'
employment and recruitment advertising needs.
INTERNET SERVICES. Our Internet-based services complement our traditional
advertising businesses. In recruitment, we have several career sites, including
Monster.com-SM-, Be the Boss-SM- and Job Hound-SM-, which provide continuously
available databases of career opportunities. Users of these sites can search for
employment opportunities by location, type of job and other criteria. Resumes
can be sent to prospective employers electronically and submitted on-line or via
mail. Users can also access other value-added services such as discussion forums
and on-line career advice. Based on our experience with our clients, we believe
that only 20% to 30% of open job positions are advertised using traditional
print media and that on-line solutions, which are significantly less expensive
than traditional recruitment methods, will significantly expand the recruitment
advertising market. More than 80 of the Fortune 100 companies are utilizing our
career sites.
Dealer Locator, which is marketed to yellow page accounts, allows clients to
offer World Wide Web ("Web") pages for local offices, dealers or franchise
locations which are linked to the client's corporate Web site. These pages are
designed to generate additional customer flow while reinforcing brand imagery
contained in other advertising programs. Dealer Locator home pages will
typically include address, directions, hours of operation and potentially other
information such as sale items.
We believe that our pre-existing relationships with yellow page and
recruitment advertising clients and our sales, marketing and customer service
staff provide an important competitive advantage in pursuing the market for
Internet clients. Further, we believe our innovative Internet products will
provide an opportunity to enhance our ability to market both traditional
advertising and Internet services to non-TMP clients.
TMP is the successor to the businesses formerly conducted by TMP Worldwide
Inc. and subsidiaries ("Old TMP"), Worldwide Classified Inc. and subsidiaries
("WCI") and McKelvey Enterprises, Inc. and subsidiaries, the chief executive
officer of which was Andrew J. McKelvey (the "Principal Stockholder"). McKelvey
Enterprises, Inc. was formed in 1967 by Mr. McKelvey. On December 9, 1996, Old
TMP merged into McKelvey Enterprises, Inc. Thereafter, WCI merged into McKelvey
Enterprises, Inc. McKelvey Enterprises, Inc. then merged into Telephone
Marketing Programs Incorporated. Such mergers are collectively referred to as
the "1996 Mergers." In addition, Mr. McKelvey sold or contributed his interest
in five other entities to the Company. Following the 1996 Mergers, Telephone
Marketing Programs Incorporated changed its name to TMP Worldwide Inc. All
historical financial data incorporated by reference for periods ended prior to
December 9, 1996 reflects the historical financial data of Old TMP, WCI,
McKelvey Enterprises, Inc. and the other entities. TMP was incorporated in
Delaware in August 1996. Its executive offices are located at 1633 Broadway,
33rd Floor, New York, New York 10019, and its telephone number at that location
is (212) 977-4200.
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RECENT DEVELOPMENTS
During the period from April 1, 1999 through July 15, 1999, we completed the
following mergers and acquisitions:
ROSS ADVERTISING
On April 9, 1999, we issued 17,711 shares of our common stock in a private
placement transaction in exchange for all of the outstanding stock of Ross
Advertising, an Ontario, Canada corporation. This acquisition was accounted for
as a purchase.
INTERQUEST PTY LIMITED
On April 30, 1999, we issued 176,695 shares of our common stock in a private
placement transaction in exchange for all of the outstanding stock of InterQuest
Pty Limited, an Australian corporation. This merger was accounted for as a
pooling-of-interests.
LIDA ADVERTISING, INC.
On May 19, 1999, we issued 112,606 shares of our common stock in a private
placement transaction in exchange for all of the outstanding stock of LIDA
Advertising, Inc., a Missouri corporation. This merger was accounted for as a
pooling-of-interests.
MAES & LUNUA
On May 20, 1999, we issued 110,000 shares of our common stock in a private
placement transaction in exchange for all of the assets of Maes & Lunua, a
Netherlands corporation. This merger was accounted for as a
pooling-of-interests.
THEAKER MONRO NEWMAN
On May 26, 1999, we acquired substantially all of the assets of Theaker
Monro Newman, a corporation organized under the laws of the United Kingdom. In
connection with this acquisition, we issued 6,834 shares of our common stock in
a private placement transaction. This acquisition was accounted for as a
purchase.
IN2, INC.
On May 28, 1999, we issued 289,031 shares of our common stock in a private
placement transaction in exchange for all of the outstanding stock of in2, Inc.,
a New York corporation. This merger was accounted for as a pooling-of-interests.
LEMMING/LEVAN, INC.
On May 28, 1999, we issued an aggregate 122,908 shares of our common stock
in a private placement transaction in exchange for all of the outstanding stock
of Lemming/LeVan, Inc., a Georgia corporation, and Lemming/LeVan, Inc., a New
York corporation. This merger was accounted for as a pooling-of-interests.
YELLOW PAGES UNLIMITED, INC.
On May 28, 1999, we issued 89,000 shares of our common stock in a private
placement transaction in exchange for all of the outstanding stock of Yellow
Pages Unlimited, Inc., an Indiana corporation. This merger was accounted for as
a pooling-of-interests.
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HELP AD, INC.
On July 15, 1999, we issued 41,496 shares of our common stock in a private
placement transaction in exchange for all of the outstanding stock of Help Ad,
Inc., a Kentucky corporation. This acquisition was accounted for as a purchase.
OTHER
In addition to these mergers and acquisitions, we also acquired the minority
interest in Morgan & Banks (Hong Kong) Limited and M&B Search Pte Ltd in
exchange for 19,431 shares of our common stock in a private placement
transaction.
Also, on July 9, 1999, we issued to the former stockholders of The
Consulting Group (International) Limited an aggregate of 31,034 shares of our
common stock in a private placement transaction.
PENDING MERGER
On March 11, 1999, we entered into an agreement with LAI Worldwide, Inc. to
acquire the company by merger. As a result of the merger, LAI will become a
direct, wholly owned subsidiary of TMP. Each LAI stockholder will receive a
fraction of a share of TMP Common Stock in exchange for each share of LAI Common
Stock that they own. The fraction will be determined by the following ratio,
called the Exchange Ratio:
- if the 20 day average of the closing prices of TMP Common Stock measured
two days prior to the closing of the merger is greater than $64.00, the
Exchange Ratio will be $8.45 divided by such average stock price;
- if the 20 day average of the closing prices of TMP Common Stock measured
prior to the closing of the merger is at least $42.00 but not more than
$64.00, the Exchange Ratio will be 0.1321; and
- if the 20 day average of the closing prices of TMP Common Stock measured
two days prior to the closing of the merger is less than $42.00, the
Exchange Ratio will be $5.55 divided by such average stock price.
TMP will not issue any fractional shares in the merger. Instead, LAI
stockholders will receive cash for any fraction of a TMP share to which they
would otherwise be entitled. We anticipate that we will issue approximately
1,100,000 shares of our common stock to the stockholders of LAI in connection
with the merger.
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RISK FACTORS
BEFORE YOU INVEST IN OUR STOCK, YOU SHOULD BE AWARE THAT THERE ARE VARIOUS
RISKS, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CONSIDER CAREFULLY THESE RISK
FACTORS TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS
BEFORE YOU DECIDE TO PURCHASE SHARES OF OUR STOCK.
THIS PROSPECTUS CONTAINS, IN ADDITION TO HISTORICAL INFORMATION,
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL
RESULTS COULD DIFFER MATERIALLY. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW, AS WELL AS
THOSE DISCUSSED ELSEWHERE IN THIS PROSPECTUS. "WE," "US" AND "OUR," WHEN USED IN
THIS PROSPECTUS, REFER TO TMP.
WE MAY NOT BE ABLE TO MANAGE OUR GROWTH. Our business has grown rapidly in
recent periods. As an example, we completed the acquisition of four executive
search companies since April 1998. We believe that the pending acquisition of
LAI Worldwide, Inc. will make us one of the largest executive search firms in
the world. This growth of our business has placed a significant strain on our
management and operations. Our expansion has resulted, and is expected in the
future to result, in substantial growth in the number of our employees. In
addition, this growth is expected to result in increased responsibility for both
existing and new management personnel and incremental strain on our existing
operations, financial and management information systems. Our success depends to
a significant extent on the ability of our executive officers and other members
of senior management to operate effectively both independently and as a group.
If we are not able to manage existing or anticipated growth, our business,
financial condition and operating results would be materially adversely
affected.
WE FACE RISKS ASSOCIATED WITH OUR EXPANSION STRATEGY. We expect that we
will continue to grow, in part, by acquiring businesses. The success of this
strategy depends upon several factors, including:
- the continued availability of financing;
- our ability to identify and acquire businesses on a cost-effective basis;
- our ability to integrate acquired personnel, operations, products and
technologies into our organization effectively; and
- our ability to retain and motivate key personnel and to retain the clients
of acquired firms.
We cannot assure you that financing for acquisitions will be available on
terms we find acceptable, or that we will be able to identify or consummate new
acquisitions, or manage and integrate our recent or future expansions
successfully. Any inability to do so would materially adversely affect our
business, financial condition and operating results. We also cannot assure you
that we will be able to sustain the rates of growth that we have experienced in
the past.
WE DEPEND ON TRADITIONAL MEDIA. A substantial portion of our total revenue
comes from designing and placing recruitment advertisements in traditional media
such as newspapers and trade publications. This business constituted
approximately 23.9% of our total revenue for the year ended December 31, 1998.
We also receive a substantial portion of our revenue from placing advertising in
yellow page directories. This business constituted approximately 14.8% of total
revenue for the year ended December 31, 1998. We cannot assure you that the
total revenue we receive in the future will be equal to the total revenue which
we have received in the past.
In addition, new media, like the Internet, may cause yellow page directories
and other forms of traditional media to be less desirable forms of advertising
media. If we are not able to generate fees from advertising on the Internet to
offset any decrease in commissions from traditional media, our business,
financial condition and operating results will be materially adversely affected.
THE ACCEPTANCE AND EFFECTIVENESS OF INTERNET ADVERTISING IS UNPROVEN. Use
of the Internet by consumers is at an early stage of development, and market
acceptance of the Internet as a medium for information,
9
<PAGE>
entertainment, commerce and advertising remains subject to a high level of
uncertainty. Most of our clients have only limited experience with the Internet
as an advertising medium. Such clients have not devoted a significant portion of
their advertising budgets to Internet-based advertising in the past. In
addition, a significant portion of our potential clients have no experience with
the Internet as an advertising medium and have not devoted any portion of their
advertising budgets to Internet-based advertising in the past. There can be no
assurance that advertisers will be persuaded to allocate or continue to allocate
portions of their budgets to Internet-based advertising. If Internet-based
advertising is not widely accepted by our advertisers and advertising agencies,
our business, financial condition and operating results, including our expected
rate of commissions and fees growth, would be materially adversely affected.
Although we generated Internet revenue of $50.2 million for the year ended
December 31, 1998, we cannot assure you that we will continue to generate
substantial Internet-based revenue in the future.
INTERNET USERS MAY NOT ACCEPT OUR INTERNET CONTENT. Our future growth
depends in part on our ability to attract Internet users who are valuable to our
advertising clients. This in turn depends on our ability to deliver original and
compelling services to these Internet users. We cannot assure you that our
content will be attractive to enough Internet users to generate material
advertising revenues. We also cannot assure you that we will be able to
anticipate, monitor and successfully respond to rapidly changing consumer tastes
and preferences to continue to attract a sufficient number of Internet users to
our Web sites.
Internet users can freely navigate and instantly switch among a large number
of Web sites, many of which offer original content. It is difficult for us to
distinguish our content and attract users. In addition, many other Web sites
offer very specific, highly targeted content. This could have greater appeal
than our sites to particular groups within our target audience.
OUR MARKETS ARE HIGHLY COMPETITIVE. The markets for our services are highly
competitive. They are characterized by pressures to:
- reduce prices;
- incorporate new capabilities and technologies; and
- accelerate job completion schedules.
We face competition from a number of sources. These sources include:
- national and regional advertising agencies;
- specialized and integrated marketing communication firms;
- traditional media companies;
- executive search firms; and
- search and selection firms.
In addition, many advertising agencies and publications have started either
to internally develop or acquire new media, including Internet, capabilities. We
are also competing with established companies that provide integrated
specialized services like Web advertising services or Web site design and are
technologically proficient. Many of our competitors or potential competitors
have long operating histories, and some may have greater financial, management,
technological development, sales, marketing and other resources than we do. In
addition, our ability to maintain our existing clients and attract new clients
depends to a large degree on the quality of our services and our reputation
among our clients and potential clients.
We have no significant proprietary technology that would preclude or inhibit
competitors from entering the yellow page advertising, recruitment advertising,
executive search or on-line advertising markets. We cannot assure you that
existing or future competitors will not develop or offer services and products
that provide significant performance, price, creative or other advantages over
our services. This could have a material adverse effect on our business,
financial condition and operating results.
10
<PAGE>
OUR OPERATING RESULTS FLUCTUATE FROM QUARTER TO QUARTER. Our quarterly
operating results have fluctuated in the past and may fluctuate in the future.
These fluctuations are a result of a variety of factors, including:
- the timing of acquisitions;
- the timing of yellow page directory closings, the largest number of which
currently occur in the third quarter; and
- the receipt of additional commissions, if earned, from yellow page
publishers for achieving a specified volume of advertising, which
commissions are typically reported in the fourth quarter.
Our quarterly commissions and fees earned from recruitment advertising are
typically highest in the first quarter and lowest in the fourth quarter.
Recruitment advertising commissions and fees tend to be more cyclical than
yellow page commissions and fees. To the extent that a significant percentage of
our commissions and fees are derived from recruitment advertising, our operating
results may be subject to increased cyclicality.
WE FACE RISKS RELATING TO DEVELOPING TECHNOLOGY. The market for Internet
products and services is characterized by rapid technological developments,
frequent new product introductions and evolving industry standards. The emerging
character of these products and services and their rapid evolution will require
that we continually improve the performance, features and reliability of our
Internet content, particularly in response to competitive offerings. We cannot
assure you that we will be successful in responding quickly, cost effectively
and sufficiently to these developments. In addition, the widespread adoption of
new Internet technologies or standards could require us to make substantial
expenditures to modify or adapt our Web sites and services. This could affect
our financial condition or operating results. New Internet services or
enhancements which we have offered or may offer in the future may contain design
flaws or other defects that could require expensive modifications or result in a
loss of client confidence. Any disruption in Internet access or in the Internet
generally could affect our financial condition or operating results.
WE DEPEND ON OUR CONSULTANTS. The success of our executive search business
depends upon our ability to attract and retain consultants who possess the
skills and experience necessary to fulfill our clients' executive search needs.
Competition for qualified consultants is intense. We believe that we have been
able to attract and retain highly qualified, effective consultants as a result
of our reputation and our performance-based compensation system. Consultants
have the potential to earn substantial bonuses based on the amount of revenue
generated by:
- obtaining executive search assignments;
- executing search assignments; and
- assisting other consultants to obtain or complete executive search
assignments.
Bonuses represent a significant proportion of consultants' total
compensation. Any diminution of our reputation could impair our ability to
retain existing or attract additional qualified consultants. Our inability to
attract and retain qualified consultants could have a material adverse effect on
our executive search business, results of operations and financial condition.
OUR CONSULTANTS MAY DEPART WITH EXISTING EXECUTIVE SEARCH CLIENTS. The
success of our executive search business depends upon the ability of our
consultants to develop and maintain strong, long-term relationships with
clients. Usually, one or two consultants have primary responsibility for a
client relationship. When a consultant leaves one executive search firm and
joins another, clients that have established relationships with the departing
consultant may move their business to the consultant's new employer. The loss of
one or more clients is more likely to occur if the departing consultant enjoys
widespread name recognition or has developed a reputation as a specialist in
executing searches in a specific industry or
11
<PAGE>
management function. Historically, we have not experienced significant problems
in this area. However, a failure to retain our most effective consultants or
maintain the quality of service to which our clients are accustomed could have a
material adverse effect on our business. Also, the ability of a departing
consultant to move business to his or her new employer could have a material
adverse effect on our executive search business, results of operations and
financial condition.
WE FACE RISKS MAINTAINING OUR PROFESSIONAL REPUTATION AND BRAND NAME. Our
ability to secure new executive search engagements and hire qualified
professionals is highly dependent upon our overall reputation and brand name
recognition as well as the individual reputations of our professionals. We
obtain a majority of our new engagements from existing clients or from referrals
by existing clients. Therefore, the dissatisfaction of any client could have a
disproportionate, adverse impact on our ability to secure new engagements. Any
factor that diminishes our reputation or the reputation of any of our personnel
could make it more difficult for us to compete successfully for both new
engagements and qualified consultants. This could have an adverse effect on our
executive search business, results of operations and financial condition.
WE FACE RESTRICTIONS IMPOSED BY BLOCKING ARRANGEMENTS. Either by agreement
with clients or for marketing or client relationship purposes, executive search
firms frequently refrain, for a specified period of time, from recruiting
certain employees of a client, and possibly other entities affiliated with such
client, when conducting executive searches on behalf of other clients. This is
known as a "blocking" arrangement. Blocking arrangements generally remain in
effect for one or two years following completion of an assignment. The actual
duration and scope of any blocking arrangement, including whether it covers all
operations of a client and its affiliates or only certain divisions of a client,
generally depends on such factors as:
- the length of the client relationship;
- the frequency with which the executive search firm has been engaged to
perform executive searches for the client; and
- the number of assignments the executive search firm has generated or
expects to generate from the client.
Some of our executive search clients are recognized as industry leaders and/or
employ a significant number of qualified executives who are potential candidates
for other companies in that client's industry. Blocking arrangements with a
client of this nature, or the awareness by a client's competitors of such an
arrangement, may make it difficult for us to obtain executive search assignments
from, or to fulfill executive search assignments for, competitors while
employees of that client may not be solicited. As our client base grows,
particularly in our targeted business sectors, blocking arrangements
increasingly may impede our growth or ability to attract and serve new clients.
This could have an adverse effect on our executive search business, results of
operations and financial condition.
WE DEPEND ON OUR KEY PERSONNEL. Our continued success will depend to a
significant extent on our senior management, including Andrew J. McKelvey, our
Chairman of the Board and CEO. The loss of the services of Mr. McKelvey or of
one or more key employees could have a material adverse effect on our business,
financial condition or operating results. In addition, if one or more key
employees join a competitor or form a competing company, the resulting loss of
existing or potential clients could have a material adverse effect on our
business, financial condition or operating results. If we were to lose a key
employee, we cannot assure you that we would be able to prevent the unauthorized
disclosure or use of our procedures, practices, new product development or
client lists.
WE ARE CONTROLLED BY A PRINCIPAL STOCKHOLDER. As of June 1, 1999, Andrew J.
McKelvey beneficially owned all of our outstanding Class B Common Stock and
10,945,000 shares of our Common Stock, which together represent approximately
59.5% of the combined voting power of all classes of our voting stock.
12
<PAGE>
Mr. McKelvey can direct the election of all of the members of our board. He can
also exercise a controlling influence over our business and affairs. This
includes any determinations with respect to mergers or other business
combinations, the acquisition or disposition of our assets, whether or not we
incur indebtedness, the issuance of any additional Common Stock or other equity
securities and the payment of dividends with respect to Common Stock. Similarly,
Mr. McKelvey may determine matters submitted to a vote of our stockholders
without the consent of our other stockholders and he has the power to prevent a
change of control.
EFFECTS OF ANTI-TAKEOVER PROVISIONS COULD INHIBIT THE ACQUISITION OF
TMP. Some of the provisions of our certificate of incorporation, bylaws and
Delaware law could, together or separately:
- discourage potential acquisition proposals;
- delay or prevent a change in control; and
- limit the price that investors might be willing to pay in the future for
shares of our common stock.
In particular, our board of directors may issue up to 800,000 shares of
preferred stock with rights and privileges that might be senior to our common
stock, without the consent of the holders of the common stock. Our certificate
of incorporation and bylaws provide, among other things, for advance notice of
stockholder proposals and director nominations.
WE FACE RISKS RELATING TO OUR FOREIGN OPERATIONS. We conduct operations in
various foreign countries, including Australia, Belgium, Canada, France,
Germany, Japan, the Netherlands, New Zealand, Singapore, Spain and the United
Kingdom. In 1998, approximately 62.5% of our total revenue was earned outside of
the United States. Such revenue is collected in the local currency. In addition,
we generally pay operating expenses with the corresponding local currency.
Therefore, we are at risk for exchange rate fluctuations between such local
currencies and the dollar. We do not conduct any significant hedging activities.
We are also subject to taxation in foreign jurisdictions. In addition,
transactions between us and our foreign subsidiaries may be subject to United
States and foreign withholding taxes. Applicable tax rates in foreign
jurisdictions differ from those of the United States, and change periodically.
The extent, if any, to which we will receive credit in the United States for
taxes we pay in foreign jurisdictions will depend upon the application of
limitations set forth in the Internal Revenue Code of 1986, as amended (the
"Code"), as well as the provisions of any tax treaties which may exist between
the United States and such foreign jurisdictions.
THERE MAY BE VOLATILITY IN OUR STOCK PRICE. The market for our Common Stock
has, from time to time, experienced extreme price and volume fluctuations.
Factors such as announcements of variations in our quarterly financial results
and fluctuations in advertising commissions and fees, including the percentage
of our commissions and fees derived from Internet-based services and products
could cause the market price of our Common Stock to fluctuate significantly.
Further, due to the volatility of the stock market generally, the price of our
Common Stock could fluctuate for reasons unrelated to our operating performance.
WE FACE RISKS ASSOCIATED WITH GOVERNMENT REGULATION. As an advertising
agency which creates and places print and Internet advertisements, we are
subject to Sections 5 and 12 of the U.S. Federal Trade Commission Act. These
sections regulate advertising in all media, including the Internet, and require
advertisers and advertising agencies to have substantiation for advertising
claims before disseminating advertisements. The FTC Act prohibits the
dissemination of false, deceptive, misleading, and unfair advertising, and
grants the Federal Trade Commission enforcement powers to impose and seek civil
penalties, consumer redress, injunctive relief and other remedies upon
advertisers and advertising agencies which disseminate prohibited
advertisements. Advertising agencies like TMP are subject to liability under the
FTC Act if the agency actively participated in creating the advertisement, and
knew or had reason to know that the advertising was false or deceptive.
13
<PAGE>
In the event that any advertising that we have created is found to be false,
deceptive or misleading, the FTC Act could potentially subject us to liability.
The fact that the FTC has recently brought several actions charging deceptive
advertising via the Internet, and is actively seeking new cases involving
advertising via the Internet, indicates that the FTC Act could pose a somewhat
higher risk of liability to the advertising distributed via the Internet. The
FTC has never brought any actions against us.
In addition, we cannot assure you that other current or new government laws
and regulations, or the application of existing laws and regulations will not:
- subject us to significant liabilities;
- significantly dampen growth in Internet usage;
- prevent us from offering certain Internet content or services; or
- otherwise have a material adverse effect on our business, financial
condition or operating results.
WE HAVE NEVER PAID DIVIDENDS. We currently intend to retain earnings, if
any, to support our growth strategy. We do not anticipate paying dividends on
our stock in the foreseeable future. In addition, payment of dividends on our
stock is restricted by our financing agreement.
USE OF PROCEEDS
TMP will not receive any proceeds from the sale of shares of TMP stock by
the selling stockholders.
14
<PAGE>
DIVIDEND POLICY
We have never declared or paid any cash dividends on our stock. We currently
anticipate that all future earnings will be retained by TMP to support our
growth strategy. Accordingly, we do not anticipate paying cash dividends on our
stock for the foreseeable future. The payment of any future dividends will be at
the discretion of our Board of Directors and will depend upon, among other
things, future earnings, operations, capital requirements, our general financial
condition, contractual restrictions and general business conditions. Our
financing agreement prohibits the payment of dividends on our stock.
PRICE RANGE OF COMMON STOCK
Our stock is quoted on the Nasdaq National Market under the ticker symbol
"TMPW." The stock was initially offered to the public on December 12, 1996 at
$14.00 per share. The following table sets forth for the periods indicated the
high and low reported closing sale prices per share for our stock as reported by
Nasdaq.
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, 1999 HIGH LOW
- --------------------------------------------------------------------------- --------- ---------
<S> <C> <C>
First Quarter.............................................................. $ 69.88 $ 39.00
Second Quarter............................................................. $ 89.38 $ 43.00
Third Quarter (through July 14, 1999)...................................... $ 62.88 $ 60.22
<CAPTION>
YEAR ENDED DECEMBER 31, 1998 HIGH LOW
- --------------------------------------------------------------------------- --------- ---------
<S> <C> <C>
First Quarter.............................................................. $ 32.62 $ 21.62
Second Quarter............................................................. $ 34.88 $ 24.75
Third Quarter.............................................................. $ 39.19 $ 27.88
Fourth Quarter............................................................. $ 42.00 $ 20.50
--------- ---------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997 HIGH LOW
- --------------------------------------------------------------------------- --------- ---------
<S> <C> <C>
First Quarter.............................................................. $ 22.00 $ 12.88
Second Quarter............................................................. $ 24.25 $ 17.00
Third Quarter.............................................................. $ 25.63 $ 19.00
Fourth Quarter............................................................. $ 28.75 $ 15.00
</TABLE>
There were approximately 1,500 stockholders of record of our Common Stock on
July 14, 1999. On July 14, 1999, the last reported sale price of our stock as
reported by Nasdaq was $60.63.
15
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth information as of July 14, 1999, except as
otherwise noted, with respect to the number of shares of Common Stock
beneficially owned by each of the selling stockholders. Certain of the shares
offered hereby were acquired by the selling stockholders from TMP pursuant to
the acquisition of or merger with of companies owned by such selling
stockholders. Except for shares owned by James J. Treacy, the remaining selling
stockholders obtained the shares offered hereby when TMP acquired the minority
interest in Morgan & Banks (Hong Kong) Limited and M&B Search Pte Ltd. No
selling stockholder owns more than one percent of the outstanding Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
OF COMMON STOCK OF COMMON STOCK
BENEFICIALLY BENEFICIALLY
OWNED NUMBER OF SHARES OWNED
PRIOR TO OF COMMON STOCK AFTER OFFERING
SELLING STOCKHOLDER OFFERING REGISTERED HEREIN (2)
- ---------------------------------------------------------- ---------------- ----------------- ----------------
<S> <C> <C> <C>
1347361 Ontario Limited................................... 17,711 17,711 0
Sandra Acker.............................................. 600 600 0
Neil Black................................................ 5,454 5,454 0
Gloria Cappellini......................................... 1,150 1,150 0
Carol Chow................................................ 95,228 95,228 0
Stan Dickinson............................................ 683 683 0
Peter W. Evans............................................ 147,088 30,414 116,674
Peter W. Evans and Suzanne Evans (Trustees for Rosie
Evans).................................................. 2,776 310 2,466
Peter W. Evans and Suzanne Evans (Trustees for Tomos
Evans).................................................. 2,776 310 2,466
Jennie Ping Fu............................................ 682 682 0
Margaret Gilmore.......................................... 6,289 6,289 0
Carol A. Green............................................ 1,150 1,150 0
Kevin Habel............................................... 20,176 20,176 0
Karen Hall................................................ 1,150 1,150 0
Murray Hammond............................................ 68,824 68,824 0
James Healy............................................... 136,986 136,986 0
Human Resources Consultants B.V........................... 27,500 27,500 0
Jeepeegee Consult B.V..................................... 27,500 27,500 0
Paul Johnson.............................................. 909 909 0
Juphie B.V................................................ 27,500 27,500 0
Kenneth Karl Kelly III.................................... 682 682 0
Jeffrey Kolber............................................ 682 682 0
Marc Landau............................................... 50,094 50,094 0
Lida Advertising, Inc. ................................... 112,606 112,606 0
John Peter Lee............................................ 1,000 1,000 0
Jeffrey L. Lemming........................................ 61,454 61,454 0
Salli E. LeVan............................................ 61,454 61,454 0
Marlis B.V................................................ 27,500 27,500 0
Ross Monro................................................ 1,709 1,709 0
Stephen Newman............................................ 1,709 1,709 0
James Oetken.............................................. 24 24 0
Sean Redmond.............................................. 341 341 0
Jenifer Schultz........................................... 5,584 5,584 0
Randy Schwartz............................................ 1,091 1,091 0
Timothy Smith............................................. 683 683 0
Eva G. Stein.............................................. 1,877 1,877 0
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
OF COMMON STOCK OF COMMON STOCK
BENEFICIALLY BENEFICIALLY
OWNED NUMBER OF SHARES OWNED
PRIOR TO OF COMMON STOCK AFTER OFFERING
SELLING STOCKHOLDER OFFERING REGISTERED HEREIN (2)
- ---------------------------------------------------------- ---------------- ----------------- ----------------
<S> <C> <C> <C>
Gail Stein................................................ 144 144 0
James F. Stein............................................ 1,486 1,486 0
John Stein Jr............................................. 1,877 1,877 0
John E. Stein............................................. 21,118 21,118 0
Nancy Stein Gish.......................................... 9,386 9,386 0
Charles Theaker........................................... 1,709 1,709 0
James J. Treacy........................................... 263,605(1) 263,605 0
David Waage............................................... 557 557 0
Waughfire Pty Limited..................................... 176,695 176,695 0
Harold Wright............................................. 4,650 4,650 0
Yau Yuk Mei............................................... 19,431 19,431 0
</TABLE>
- ------------------------
(1) Includes 300 shares of common stock owned by Mr. Treacy's daughters.
(2) Assumes that all shares offered by each selling stockholder are sold in this
offering.
PLAN OF DISTRIBUTION
The selling stockholders may offer their shares at various times in one or
more transactions on the Nasdaq National Market, in special offerings, exchange
distributions, secondary distributions, negotiated transactions, or a
combination of such. They may sell at market prices at the time of sale, at
prices related to the market price or at negotiated prices. The selling
stockholders may use broker-dealers to sell their shares. If this happens,
broker-dealers will either receive discounts or commissions from the selling
stockholders, or they will receive commissions from purchasers of shares for
whom they acted as agents.
LEGAL OPINION
For the purpose of this offering, our outside counsel, Fulbright & Jaworski
L.L.P., New York, New York 10103, is giving its opinion on the validity of the
shares.
EXPERTS
The consolidated financial statements and schedule of the Company
incorporated by reference in this Prospectus 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 reports given upon the authority of
said firm as experts in accounting and auditing.
The consolidated balance sheets of M&B as of December 31, 1998 and March 31,
1998 and 1997, the consolidated statements of operations and stockholders'
equity for the year ended December 31, 1998 and each of the three years in the
period ended March 31, 1998 and the statements of cash flows for the nine months
ended December 31, 1998 and the three years in the period ended March 31, 1998,
are incorporated herein in the reliance on the report of Pannell Kerr Forster,
independent auditors, given upon the authority of that firm as experts in
accounting and auditing.
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses payable by the Registrant in connection with the issuance and
distribution of the securities being registered (other than underwriting
accounts and commissions) are estimated to be as follows:
<TABLE>
<S> <C>
SEC Registration Fee............................................ $22,221.00
Accountants' Fees and Expenses.................................. 10,000.00
Legal Fees and Expenses......................................... 10,000.00
Miscellaneous................................................... 7,779.00
---------
Total........................................................... $50,000.00
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. Article VI of the By-Laws
of the Registrant contains provision for the indemnification of directors,
officers and employees within the limitations permitted by Section 145. In
addition, the Company has entered into Indemnity Agreements with its directors
and officers which provide the maximum indemnification allowed by Section 145.
The Company's officers and directors are insured against losses arising from any
claim against them as such for wrongful acts or omissions, subject to certain
limitations.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding legality.
23.1 (a) Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
(b) Consent of BDO Seidman, LLP.
(c) Consent of Pannell Kerr Forster
24 Power of Attorney (on signature page).
</TABLE>
ITEM 17. 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 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;
(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.
II-1
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (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 the
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 Securities
Act of 1933 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 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 by such
director, officer, or controlling person of the Registrant 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.
II-2
<PAGE>
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-3 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 July 14, 1999.
<TABLE>
<S> <C> <C>
TMP WORLDWIDE INC.
By: /s/ ANDREW J. MCKELVEY
-----------------------------------------
Andrew J. McKelvey
CHAIRMAN AND CEO
</TABLE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Andrew J. McKelvey and James J. Treacy, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and his name, place and stead, and in
any and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform such and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ ANDREW J. MCKELVEY Chairman, CEO and Director
- ------------------------------ (PRINCIPAL EXECUTIVE July 14, 1999
Andrew J. McKelvey OFFICER)
/s/ JAMES J. TREACY Executive Vice President,
- ------------------------------ Chief Operating Officer July 14, 1999
James J. Treacy and Director
/s/ BART W. CATALANE Chief Financial Officer
- ------------------------------ (PRINCIPAL FINANCIAL AND July 14, 1999
Bart W. Catalane ACCOUNTING OFFICER)
/s/ GEORGE R. EISELE
- ------------------------------ Director July 14, 1999
George R. Eisele
/s/ JOHN R. GAULDING
- ------------------------------ Director July 14, 1999
John R. Gaulding
/s/ MICHAEL KAUFMAN
- ------------------------------ Director July 14, 1999
Michael Kaufman
/s/ JOHN SWANN
- ------------------------------ Director July 14, 1999
John Swann
</TABLE>
II-3
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
July 14, 1999
TMP Worldwide Inc.
1633 Broadway
New York, New York 10019
Re: TMP Worldwide Inc. Registration Statement on Form S-3
--------------------------------------------------------
Dear Sirs:
In connection with the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by TMP Worldwide Inc., a Delaware corporation (the
"Company"), under the Securities Act of 1933, as amended, relating to the resale
by certain stockholders of the Company of up to an aggregate of 1,299,674 shares
(the "Shares") of Common Stock, par value $.001 per share, of the Company, we as
counsel for the Company, have examined such corporate records, other documents
and questions of law as we have deemed necessary or appropriate for the purposes
of this opinion.
Upon the basis of such examination, we advise you that in our opinion the
Shares have been duly and validly authorized, legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the Prospectus contained therein and elsewhere in the Registration Statement and
Prospectus. This consent is not to be construed as an admission that we are a
party whose consent is required to be filed with the Registration Statement
under the provisions of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
<PAGE>
EXHIBIT 23.1(B)
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 on Form S-3 of our reports
dated March 26, 1999, relating to the consolidated financial statements and
schedule of TMP Worldwide Inc. and Subsidiaries appearing in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998 and our reports
dated June 7, 1999, relating to the supplemental consolidated financial
statements and schedule of TMP Worldwide Inc. and Subsidiaries appearing on the
Company's Current Report on Form 8-K dated June 10, 1999.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO SEIDMAN, LLP______________
BDO SEIDMAN, LLP
New York, New York
July 14, 1999
<PAGE>
EXHIBIT 23.1(C)
The Board of Directors
Morgan & Banks Limited
Level 11, Grosvenor Place
225 George Street
SYDNEY NSW 2000
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We hereby consent to the use of our reports:
a) dated 16 June 1998, except for Note 2 of Notes to and forming part of the
Consolidated Financial Statements for which the date is 21 September 1998,
relating to the consolidated balance sheets of Morgan & Banks Limited as at
31 March 1998 and 1997, and the consolidated profit statements and cash flow
statements for each of the years in the three year period ended 31 March
1998 appearing in the Company's Current Report on Form 8-K dated 12 February
1999; and
b) dated 15 April 1999, relating to the consolidated balance sheets of Morgan &
Banks Limited as at 31 December 1998 and 31 March 1998, and the profit
statements for the years ended 31 December 1998, 31 March 1998 and 31 March
1997, and the cash flow statements for the nine month period ended 31
December 1998 and the years ended 31 March 1998 and 31 March 1997 appearing
in the Company's Current Report on Form 8-K dated 10 June 1999;
which reports are incorporated by reference in the Prospectus constituting a
part of this Registration Statement on Form S-3 of TMP Worldwide Inc.
We also consent to the reference to us under the caption "Experts" in the
Prospectus constituting a part of this Registration Statement.
Sydney, Australia
14 July 1999
Pannell Kerr Forster
/s/ PANNELL KERR FORSTER
