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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 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
--------------------------
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)
------------------------------
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
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Common Stock, $.001 par value per share 399,563 $63.29 $25,288,342.27 $7,030.16
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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 $63.29, the average of the high and low prices of
the Common Stock of TMP Worldwide Inc. as reported by The Nasdaq Stock
Market on March 22, 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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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE AMENDED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE SEC DECLARES OUR
REGISTRATION STATEMENT EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS
IT SEEKING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION, DATED MARCH 25, 1999
TMP WORLDWIDE INC.
399,563 SHARES OF COMMON STOCK
------------------------
TMP Worldwide Inc.'s common stock trades on the Nasdaq National Market under
the ticker symbol "TMPW." On March 22, 1999, the closing sale price of one share
of TMP's stock was $63.50.
------------------------
The stockholders of TMP Worldwide Inc. ("TMP" or the "Company") listed in
this prospectus are offering and selling an aggregate of 399,563 shares of TMP's
common stock under this prospectus. Selling stockholders who own or may acquire
326,148 shares of TMP obtained or may obtain such shares in connection with
stock bonus agreements between TMP and each of them. The remaining selling
stockholder, VanRam Associates International N.V., acquired its 73,415 shares in
connection with the acquisition by TMP of four companies owned by VanRam. 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 10 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 , 1999
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TABLE OF CONTENTS
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PAGE
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Where You Can Find More Information....................................................................... 3
The Company............................................................................................... 5
Recent Developments....................................................................................... 8
Risk Factors.............................................................................................. 10
Use of Proceeds........................................................................................... 16
Dividend Policy........................................................................................... 16
Price Range of Common Stock............................................................................... 16
Selling Stockholders...................................................................................... 17
Plan of Distribution...................................................................................... 19
Legal Opinion............................................................................................. 19
Experts................................................................................................... 19
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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- ).
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
(iii) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
(iv) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.
(v) The Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1997.
(vi) The Company's Quarterly Report on Form 10-Q/A for the quarter ended
March 31, 1998.
(vii) The Company's Quarterly Report on Form 10-Q/A for the quarter ended
June 30, 1998.
(viii) The Company's Quarterly Report on Form 10-Q/A for the quarter ended
September 30, 1998.
(ix) 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.
(x) The Company's Current Report on Form 8-K, dated March 17, 1999,
relating to the restatement of the Company's consolidated financial
statements as of September 30, 1998 and December 31, 1997 and 1996, for the
nine months ended September 30, 1998 and 1997 and for each of
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the three years in the period ended December 31, 1997 to reflect the
acquisitions, which are being accounted for as poolings-of-interests,
consummated by the Company from October 1, 1998 through January 31, 1999.
(xi) 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.
(xii) 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.
(xiii) 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 proforma condensed combined financial
information relating to the acquisition of Morgan & Banks Limited.
(xiv) The Company's Selected Financial Information (pages 13-14 of the
Information Statement on Schedule 14C dated January 6, 1999), Management's
Discussion and Analysis of Financial Condition and Results of Operations
(pages 62-74 of the Information Statement on Schedule 14C dated January 6,
1999), Consolidated Financial Statements as of December 31, 1997 and 1996
and for each of the three years in the period ended December 31, 1997 (pages
F-11-F-37 of the Information Statement on Schedule 14C dated January 6,
1999) and the Consolidated Condensed Financial Statements as of September
30, 1998 and for the nine months ended September 30, 1998 and 1997 (pages
F-3-F-10 of the Information Statement on Schedule 14C dated January 6,
1999). The consolidated financial statements of Austin Knight Limited and
subsidiaries as of September 30, 1995 and 1996 and for each of the two years
in the period ended September 30, 1996 (pages F-64-F-95 of the Information
Statement on Schedule 14C dated January 6, 1999). The consolidated financial
statements of Neville Jeffries Australia Pty Limited and subsidiaries for
the years ended June 30, 1995 and 1996 (pages F-96-F-113 on the Information
Statement on Schedule 14C dated January 6, 1999).
(xv) The Company's Current Report on Form 8-K, dated December 17, 1998,
relating to the acquisition of Bonde & Schmah Media GmbH, a/k/a/ Bonde &
Schmah Human Resources Services GmbH.
(xvi) The Company's Current Report on Form 8-K, dated December 7, 1998,
relating to the acquisition of The Consulting Group (International) Limited.
(xvii) The Company's Current Report on Form 8-K, dated August 31, 1998,
relating to the acquisition of TASA Holding A.G.
(xviii) The Company's Current Report on Form 8-K, dated April 28, 1998,
relating to the acquisition of Fossler & Partner, M-Page and ConServe.
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 ("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 RESTATED CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S
INFORMATION STATEMENT ON SCHEDULE 14C DATED JANUARY 6, 1999, WHICH REFLECT THE
EFFECT OF BUSINESS COMBINATIONS ACCOUNTED FOR AS POOLINGS-OF-INTERESTS AND
COMPLETED PRIOR TO SEPTEMBER 30, 1998.
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.
TMP offers advertising programs to more than 17,000 clients, including more
than 70 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, 1997, TMP's gross billings were $1.2
billion, commissions and fees were $310.6 million, net income was $10.4 million
and EBITDA was $43.9 million.
TMP is the world's largest yellow page advertising agency, generating
approximately $457.5 million in yellow page gross billings for the year ended
December 31, 1997. We are one of the world's largest recruitment advertising
agencies, generating approximately $602.7 million in recruitment advertising
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. A substantial part of our growth in each of our targeted
markets has been achieved through acquisitions. From January 1, 1993 through
December 31, 1998, TMP completed 71 acquisitions including, in May 1998, the
acquisition of all the outstanding stock of Johnson, Smith & Knisely, Inc.
("JSK"), the twelfth largest executive search firm in the United States, in
August 1998, the acquisition of all the outstanding stock of TASA Holding A.G.
("TASA"), an international executive search firm and in September 1998, the
acquisition of all the outstanding stock of Stackig, Inc. ("Stackig"), a public
relations and advertising Company. We believe additional acquisition
opportunities exist, particularly in the recruitment advertising, executive
search and Internet markets, and we intend to continue our strategy of making
acquisitions which relate to our core businesses.
TMP has created innovative solutions to assist its 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.
TMP has several career sites, including monster.com-SM-, Be the Boss-SM-,
MedSearch-SM- and Job Hound which, as of December 31, 1998, collectively
contained approximately 145,000 paid job listings, and 1,000,000 resumes.
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In addition, in May 1998, we expanded our suite of online career products and
services, adding new content and community with the acquisition of About Work
(www.aboutwork.com) and adding the largest online internship database with the
acquisition of Student Center (www.studentcenter.com).
YELLOW PAGE ADVERTISING. TMP develops 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 $1.7 billion market in the U.S. for the year ended December 31,
1997. The national yellow page market has grown each year since 1981. During the
period of 1990 through 1997, 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 TMP's 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.
TMP takes 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. TMP also has 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, 1997, 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. TMP also
earns 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, 1997.
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, TMP
believes that over time, the proportion of overall recruitment advertising
placed through recruitment advertising agencies will grow. Given the scale of
its recruitment advertising operations and the scope of its service offerings,
we believe we are well positioned to participate in this market growth.
EXECUTIVE SEARCH. To expand the range of services 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, in May 1998, we acquired JSK, the twelfth
largest executive search firm in the United States. This acquisition, coupled
with the acquisitions of TASA and Morgan & Banks Limited ("M&B"), provided the
Company with 32 executive search offices in 17 countries. Please see "Recent
Developments" for further information about M&B.
The TMP 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
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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 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 levels of the
executive and future trends.
TMP believes that its expansion into the executive search market will enable
it to attract and service additional major clients since TMP can now market
itself as a full service firm that can accommodate all of its 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-, MedSearch-SM- and Job Hound, 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 55 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.
TMP believes its pre-existing relationships with yellow page and recruitment
advertising clients and its 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 "Mergers." In addition, Mr. McKelvey sold or contributed his interest in
five other entities to the Company. Following the 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 October 1, 1998 through January 31, 1999, we
completed the acquisitions of Recruitment Solutions Inc. ("Recruitment
Solutions"), SunQuest L.L.C. d.b.a. The Smart Group, The Consulting Group
(International) Limited ("TCG") and M&B (collectively, the "Pooled Companies"),
which are being accounted for as poolings-of-interests. Approximately 5.8
million shares of our common stock were issued in exchange for all of the
outstanding common stock of the Pooled Companies.
In connection with the acquisitions of the Pooled Companies, we have
prepared supplemental consolidated financial statements to reflect the
retroactive restatement of the Company's consolidated financial statements as of
September 30, 1998, December 31, 1997 and 1996 and for the nine months ended
September 30, 1998 and 1997 and each of the three years in the period ended
December 31, 1997 to reflect the consummation of the acquisitions of the Pooled
Companies. The supplemental consolidated financial position, results of
operations and cash flows are presented as if the Pooled Companies had been
consolidated for all periods presented. As required by generally accepted
accounting principles, the supplemental consolidated financial statements will
become the historical financial statements upon issuance of the financial
statements for the period that includes the dates of the acquisitions. The
supplemental consolidated statements of stockholders' equity (deficit), reflect
the accounts of TMP as if the common stock issued in connection with the
acquisitions had been issued for all periods presented. The supplemental
consolidated financial statements and the related Management's Discussion and
Analysis of Financial Condition and Results of Operations have been provided in
our Current Report on Form 8-K dated March 17, 1999.
On February 19, 1999, we completed the acquisition of Gem Personnel Select
Limited ("Gem Personnel Limited"), and on March 5, 1999 we completed the
acquisition of four companies owned by VanRam Associates International N.V.
("VanRam").
On March 11, 1999 TMP and LAI Worldwide ("LAI"), a New York-based executive
search firm announced that they had entered into an agreement by which TMP will
acquire all of the outstanding shares of LAI and that the transaction is to be
accounted for as a pooling-of-interests. LAI has 19 offices in the United States
and two international offices. For the nine months ended November 30, 1998, LAI
reported net fee revenues of $71.0 million.
A brief description of the consummated acquisitions follows:
RECRUITMENT SOLUTIONS ACQUISITION
On October 2, 1998, we acquired all of the outstanding capital stock of
Recruitment Solutions, a Massachusetts corporation. In connection with the
acquisition of Recruitment Solutions, we issued an aggregate of 104,042 shares
of our stock in a private placement transaction. The acquisition has been
accounted for as a pooling-of-interests. Recruitment Solutions is a provider of
resume response management, applicant evaluation and related services to hiring
companies.
SMART GROUP ACQUISITION
On November 2, 1998, we acquired substantially all of the assets of The
Smart Group, a Georgia limited liability company. In connection with this
acquisition, we issued 309,702 shares of our stock in a private placement
transaction. The acquisition has been accounted for as a pooling-of-interests.
The Smart Group is a certified market representative for yellow page advertising
in the United States.
TCG ACQUISITION
On December 2, 1998, we acquired all of the outstanding capital stock of
TCG, a United Kingdom corporation. In connection with the acquisition of TCG, we
issued an aggregate of 246,606 shares of our
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stock in a private placement transaction. The acquisition has been accounted for
as a pooling-of-interests. TCG is a search and selection firm.
M&B ACQUISITION
On January 28, 1999, we acquired all of the outstanding capital stock, and
options to purchase such stock, of M&B for an aggregate of 5,114,924 shares of
our common stock and approximately 300,000 shares of our common stock which have
been reserved for issuance upon exercise of stock options by the M&B
shareholders. This acquisition has been accounted for as a pooling-of-interests.
M&B provides human resource services to both the public and private sectors
in Australasia. Employment-related services provided by M&B include permanent
recruitment, temporary contracting and consulting. M&B permanent recruitment
services cover traditional search assignments, which involve the placement of
highly specialized and senior executive level employees, and selection
assignments, which involve the placement of mid-level executives through
semi-skilled employees. M&B has also developed a proprietary Assessment Center
process which is used by M&B to recruit numerous employees to fill a set of
similar positions required by the client. The Assessment Center is designed to
simultaneously evaluate the abilities of a group of candidates to perform in a
current or future role through job simulations, behavioral and situational
interviews, leadership and team exercises, group discussions and role plays.
M&B's temporary contracting services place qualified personnel in temporary
positions or on discrete short-term projects, thereby enabling M&B's clients to
gain the full benefit of a flexible workforce in times of rapidly changing
commercial environments. M&B's consulting services assist clients in formulating
and implementing effective human resource strategies through workplace training,
outplacement and career transition management, psychological services and
general human resource consulting.
GEM PERSONNEL SELECT ACQUISITION
On February 19, 1999, we acquired all of the outstanding capital stock of
Gem Personnel Select Limited, a Cyprus corporation, and certain related
corporations. In connection with the acquisition, we issued an aggregate of
57,615 shares of our stock in a private placement transaction. This acquisition
has been accounted for under the purchase method. Gem Personnel Select is an
executive search firm.
VANRAM ACQUISITION
On March 5, 1999, we acquired all of the outstanding capital stock of four
companies owned by VanRam, a Belgian corporation. In connection with this
acquisition, we issued an aggregate of 73,415 shares of our common stock
pursuant to Regulation S of the Securities Act of 1933. This acquisition has
been accounted for under the purchase method. The VanRam companies are search &
selection firms.
9
<PAGE>
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.
RISKS RELATING TO THE ACQUISITION OF M&B
NONREALIZATION OF SYNERGIES. We believe that an important benefit to the
acquisition of M&B will be the integration of our and M&B's respective
managements, business strategies and operations. We may not be able to realize
the benefits of this integration if the integration process is not successful or
timely. Our ability to integrate TMP and M&B may be hindered by the necessity to
coordinate our geographically separate organizations (TMP is headquartered in
the U.S. and M&B is headquartered in Australia) and to integrate the respective
personnel of TMP and M&B, because of their diverse business backgrounds and
corporate cultures. There can be no assurance that we will be able to
successfully integrate the operations of TMP and M&B without encountering
difficulties or losing key personnel from either TMP or M&B. In addition, we
recently acquired TASA Holding A.G. and other businesses and such acquisitions
may make the integration of M&B more difficult or time consuming. Any
difficulties encountered in this transition process or the diversion of the
attention of our management from the transition process could also have an
adverse impact on our ability to realize the anticipated synergies of the M&B
Transaction.
INCURRENCE OF SIGNIFICANT EXPENSES RELATED TO THE ACQUISITION OF M&B. The
expenses related to the acquisition of M&B, estimated to be approximately $4.5
million, are expected to be incurred in the first quarter of 1999, the quarter
in which the acquisition of M&B was consummated. These expenses include legal
and accounting fees and costs, financial printing, stamp duties, listing fees,
transfer agent fees, and other related costs, but do not include any costs
associated with restructuring the company or integrating or consolidating the
businesses of TMP and M&B. This is a preliminary estimate and is, therefore,
subject to change. Although we expect the eventual integration of management,
personnel and operations and elimination of duplicative expenses to offset these
expenses, we cannot guarantee that the integration will be successful or
cost-efficient.
POTENTIAL DILUTIVE EFFECT TO STOCKHOLDERS. The issuance of TMP Common Stock
in connection with the acquisition of M&B, could reduce TMP's net income per
share from levels otherwise expected. This could have the effect of reducing the
market price of TMP's Common Stock unless revenue growth attributable to the M&B
Transaction or cost savings and other business synergies from the integration of
TMP and M&B are sufficient to offset the dilution in value attributable to the
issuance of the TMP Common Stock.
EFFECT OF THE ACQUISITION OF M&B BY TMP ON M&B CLIENTS. The executive
search and the search and selection industries, in which M&B competes, are
highly relationship-driven. Consequently, due to the acquisition of M&B, it is
possible that certain clients of M&B may terminate their relationship with M&B
if their relationship with M&B is adversely effected by this transaction. In
addition, although we do not anticipate any personnel changes at M&B, to the
extent M&B loses material personnel due to the effects of the transaction it may
lose large clients. The loss of a number of large clients of M&B could adversely
affect TMP.
UNCERTAIN ABILITY TO MANAGE GROWTH. Our business has grown rapidly in
recent periods. This growth has placed a significant strain on our management
and operations. For example, our expansion has resulted, and is expected in the
future to result, in substantial growth in the number of our employees and in
increased responsibility for both existing and new management personnel. Growth
may also strain our
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<PAGE>
existing 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.
RISKS ASSOCIATED WITH ACQUISITIONS. We expect to continue to grow, in part,
by acquiring businesses. The success of this strategy depends upon several
factors, including the continued availability of financing and our ability to
identify and acquire businesses on a cost-effective basis. It is also critical
that we integrate acquired personnel, operations, products and technologies into
our organization effectively and that we retain and motivate key personnel and
retain the clients of firms we acquire. We have no assurance that financing for
future acquisitions will be available on terms acceptable to us, 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 have a
material adverse effect on our business, financial condition and operating
results.
UNCERTAIN VIABILITY OF TRADITIONAL MEDIA. We derive a substantial portion
of our commissions and fees from designing and placing recruitment
advertisements in traditional media such as newspapers and trade publications.
This business, excluding search and selection which has historically been
included therein, constituted approximately 40.4% of our total commissions and
fees for the year ended December 31, 1997. We also derive a substantial portion
of our commissions and fees from placing advertising in yellow page directories.
This business constituted approximately 30.8% of our total commissions and fees
for the year ended December 31, 1997. Any future commissions we earn may not
equal the commissions we have historically received. New media, such as the
Internet, may also cause yellow page directories and other forms of traditional
media to become less desirable forms of advertising media. Without at least a
proportionate fee increase generated from advertising on the Internet, our
business, financial condition and operating results will be materially adversely
affected.
UNCERTAIN ACCEPTANCE OF THE INTERNET. Use of the Internet by consumers is
at a very early stage of development. Market acceptance of the Internet as a
medium for information, entertainment, commerce and advertising, therefore,
remains subject to a high level of uncertainty. Although we generated Internet
revenue of $19.6 million for the year ended December 31, 1997, and $34.8 million
for the nine months ended September 30, 1998, in the future we may not generate
substantial Internet-based revenue. Our clients and potential clients have only
limited experience with the Internet as an advertising medium and in the past
they have not devoted a significant portion of their advertising budgets to
Internet-based advertising. In addition, advertisers may not be persuaded to
allocate or to continue to allocate portions of their budgets to Internet-based
advertising. If Internet-based advertising is not widely accepted by advertisers
and advertising agencies, our expected growth rate for commissions and fees
derived from Internet use, as well as for TMP as a whole, will be materially
adversely affected.
UNCERTAIN ACCEPTANCE OF THE COMPANY'S INTERNET CONTENT. Our future growth
depends, in part, upon our ability to deliver original and compelling services
in order to attract users that our advertising clients want to reach. Consumer
tastes and preferences, however, change rapidly. We can never be sure that our
Internet content will reflect the latest consumer tastes and preferences and
thereby attract a sufficient number of users to our Web sites to generate
material advertising revenues. Internet users can freely navigate and instantly
switch among a large number of Web sites, many of which offer original content,
making it more difficult for us to continually distinguish our content and
attract users. In addition, many other Web sites offer very specific, highly
targeted content that could have greater appeal than our Web sites to particular
subsets of our target audience.
COMPETITION; LOW BARRIERS TO ENTRY. The markets for our services are highly
competitive and are characterized by pressures to reduce prices, incorporate new
capabilities and technologies and accelerate job completion schedules.
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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 and executive search and search
and selection firms. Our ability to maintain existing clients and attract new
clients depends to a significant degree on the quality of our services and our
reputation among clients and potential clients. In addition, with respect to new
media, many advertising agencies and publications have started either to
internally develop or acquire new media capabilities. Some of our established
competitors provide integrated specialized services (such as advertising
services or Web site design) and are technologically proficient, especially in
the new media area. In addition, 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
us.
We have no significant proprietary technology that would preclude or inhibit
competitors from entering the yellow page, recruitment, executive search or
on-line advertising markets. Existing or future competitors may also develop or
offer services and products that provide significant performance, price,
creative or other advantages over our services and products, which could have a
material adverse effect on our future business, financial condition and
operating results.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; SEASONALITY AND CYCLICALITY OF
BUSINESS. Our quarterly operating results have fluctuated in the past and may
fluctuate in the future due to diverse factors. These factors include the timing
of acquisitions, the timing of yellow page directory closings, and the receipt
of additional commissions, if earned, from yellow page publishers for achieving
a specified volume of advertising. Our quarterly commissions and fees earned
from recruitment advertising are typically highest in the first quarter and
lowest in the fourth quarter. For the year ended December 31, 1997, our
commissions and fees from recruitment advertising, excluding search and
selection which had historically been included therein, were 40.4% of our total
commissions and fees. Recruitment advertising commissions and fees tend to be
more cyclical than yellow page commissions and fees, and, therefore, 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. This cyclicality may affect the market price, at any time, of our
Common Stock.
INABILITY OF COMPANY TO KEEP UP WITH CHANGES IN INTERNET TECHNOLOGY MAY
REDUCE AMOUNT OF BUSINESS AND PROFITS. The technology of the Internet is
rapidly developing and changing. In addition, new Internet products are
continually being introduced to the market and Internet industry standards are
frequently changing. Although we attempt to keep up with these changes, we may
be unable to respond to the changes as quickly or effectively as our
competitors. In this event, our clients may choose to use the services of a
competitor who has kept up with technological change more effectively than us.
We may also have to spend large sums of money to keep up with Internet
technological changes which could diminish our profits. In addition, any new
Internet services or enhancements may contain design flaws or other defects that
could require costly modifications or result in a loss of client confidence,
which could cause our clients to remove their business from us. The loss in
business would cause our revenues and profits to decline. In addition, any
disruption in our Internet access or in the Internet generally could adversely
affect us. Monster.com-SM- connects to the Internet through GTE Internetworking
and Online Career Center-SM- connects to the Internet directly through its own
on-site servers. If any of the above services is interrupted, our access to the
Internet would be disrupted and we could lose clients, thus adversely affecting
our financial condition and operating results.
FAILURE TO ATTRACT AND RETAIN QUALIFIED CONSULTANTS COULD AFFECT COMPANY'S
ABILITY TO COMPETE. To be successful in the executive search marketplace, we
must be able to attract and retain qualified consultants. We depend upon
consultants that possess the skills and experience necessary to effectively give
employment advice to our clients and address their executive search needs.
Competition for qualified consultants is intense. We believe we have been able
to attract and retain highly qualified and productive consultants because of our
reputation. In addition, we use performance-based compensation plans in which
bonuses
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represent a significant proportion of consultants' total compensation. However,
if our reputation is negatively affected or if there is any decrease in our
business, we would be less able or unable to retain existing consultants or
attract additional qualified consultants. In either case, we would be less able
to compete in the executive search and selection business. As a consequence, our
executive search business, results of operations and financial condition would
be materially adversely affected.
POTENTIAL LOSS OF CLIENT RELATIONSHIPS DUE TO DEPARTURE OF CONSULTANTS. Our
executive search business has been successful to date because of our
consultants' ability to develop and maintain strong, long-term relationships
with clients. Usually, only one or two consultants have primary responsibility
for a client relationship. If one of the consultants leaves TMP and joins
another executive search firm, the 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 has
developed a reputation as a specialist in executing searches in a specific
industry or position. Although the loss of clients upon the relocation of a
consultant historically has not caused significant problems for us, the failure
to retain our most effective consultants, or the failure to maintain the quality
of service to which our clients are accustomed, could have a material adverse
effect on our executive search business, results of operations and financial
condition.
MAINTENANCE OF 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. Because we obtain a majority
of our new engagements from existing clients, or from referrals by those
clients, the dissatisfaction of any such client could have a disproportionate,
adverse impact on our ability to secure new engagements. Any factor that
diminishes TMP's reputation or any of our personnel, including poor performance,
could make it substantially more difficult for us to compete successfully for
both new engagements and qualified consultants, and could have an adverse effect
on our executive search business, results of operations and financial condition.
RESTRICTIONS IMPOSED BY BLOCKING ARRANGEMENTS. Pursuant to agreements known
as "blocking arrangements," executive search firms frequently refrain from
recruiting certain employees of a client, or an affiliate of a client, when
conducting executive searches on behalf of a competing client. Blocking
arrangements generally remain in effect for one or two years following the
completion of a candidate's employment, but can be increased or decreased
depending on the types and length of services provided. 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. This may make it difficult for us to place candidates
with competitors of their clients due to the blocking arrangements. If a
potential client of ours becomes aware of such blocking arrangements, it may not
be willing to engage us to conduct executive search and selection services;
therefore, the existence of these blocking arrangements could have a material
adverse effect on our ability to expand our client base and to achieve
significant growth in any one industry.
Although the duration and scope of these blocking arrangements may vary,
including whether a particular arrangement covers all operations of a client and
its affiliates or only certain divisions of a client, we are unable to predict
how restrictive such blocking arrangements may be in the future. The more
restrictive the blocking arrangements, the less able we will be to place
executive candidates in a particular industry. As our client base grows,
particularly in our targeted business sectors, blocking arrangements
increasingly may impede our growth or our ability to attract and serve new
clients, which could have an adverse effect on our executive search business,
results of operations and financial condition.
DEPENDENCE ON OUR KEY PERSONNEL. Our continued success will depend to a
significant extent upon our senior management, including Andrew J. McKelvey, our
Chairman of the Board and CEO. The loss of the services 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 forms a
13
<PAGE>
competing company, the resulting loss of that key employee's services and the
loss of existing or potential clients could have a material adverse effect on
our business, financial condition or operating results. If one of our key
employees leaves to join a new employer, he or she may also disclose or use our
procedures, practices, new product development or client lists without our
authorization. This can have the effect of diminishing our competitive advantage
or enhancing the ability of a competitor to obtain clients otherwise obtainable
by us, the result of which could be a diminution of revenues and profits of TMP.
CONTROL BY PRINCIPAL STOCKHOLDER. Andrew J. McKelvey beneficially owns all
of the outstanding TMP Class B Common Stock and 10,945,004 shares of TMP Common
Stock which together represent approximately 60.9% of the combined voting power
of the Company. Mr. McKelvey is and will be, therefore, able to direct the
election of all of the members of TMP's Board of Directors and exercise a
controlling influence over the business and affairs of TMP, including any
determinations with respect to mergers or other business combinations involving
TMP, the acquisition or disposition of assets of TMP, the incurrence of
indebtedness by TMP, the issuance of any additional Common Stock or other equity
securities and the payment of dividends with respect to the Common Stock.
Similarly, Mr. McKelvey has the power to determine matters submitted to a vote
of our stockholders without the consent of our other stockholders and has the
power to prevent a change of control of TMP.
ANTITAKEOVER EFFECT OF CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION,
BY-LAWS AND DELAWARE LAW. Our Board of Directors has the authority to issue up
to 800,000 shares of undesignated preferred stock and to determine all of the
rights and privileges of such shares without any further vote or action by the
Company's stockholders. Certain of these rights and privileges could be adverse
to the Common Stock. For example, the Board may issue shares of preferred stock
which contain a liquidation preference to the Common Stock. We have no current
plans to issue shares of preferred stock. Certain provisions of our Certificate
of Incorporation and By-Laws and of Delaware law could delay, prevent or make
more difficult a merger, tender offer or proxy contest involving the Company.
Among other things, these provisions specify advance notice requirements for
stockholder proposals and director nominations. In addition, Mr. McKelvey
controls approximately 60.9% of the combined voting power of all classes of
voting stock of the Company.
FOREIGN OPERATIONS AND RELATED RISKS. We conduct operations in various
foreign countries, including Australia, Austria, Belgium, Canada, France,
Germany, Hong Kong, Indonesia, Italy, Japan, Mexico, the Netherlands, New
Zealand, Panama, Singapore, South Africa, Spain, Switzerland and the United
Kingdom. For the year ended December 31, 1997, approximately 34.6% of our
commissions and fees were earned outside of the U.S. and collected in local
currency. In addition, we generally pay operating expenses with the
corresponding local currency and are at risk for exchange rate fluctuations
between such local currencies and the dollar. We do not conduct any significant
hedging activities.
We are subject to taxation in foreign jurisdictions. In addition,
transactions between the Company and its foreign subsidiaries may be subject to
U.S. and foreign withholding taxes. Applicable tax rates in foreign
jurisdictions differ from those of the U.S., and are subject to periodic change.
The extent, if any, to which we will receive credit in the U.S. for taxes paid
in foreign jurisdictions will depend upon the application of limitations set
forth in the Internal Revenue Code, as well as the provisions of any tax
treaties which may exist between the U.S. and such foreign jurisdictions. If we
do not receive credit, we will be subject to increased taxation.
POSSIBLE VOLATILITY OF STOCK PRICE. Factors such as announcements of
variations in our quarterly financial results and fluctuations in advertising
commissions and fees, including our percentage of commissions and fees derived
from Internet-based services and products could cause the market price of the
Common Stock to fluctuate for reasons unrelated to our operating performance.
Our stock price, therefore, may be volatile.
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GOVERNMENT REGULATION. As an advertising agency which creates and places
print and Internet advertisements, we are subject to Sections 5 and 12 of the
Federal Trade Commission (the "FTC Act") which regulate advertising in all
media, including the Internet, and require 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 (the "FTC") 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 such as TMP are subject to
liability under the FTC Act if the agency actively participates in creating the
advertisement, and knew or had reason to know that the advertising was false or
deceptive. In the event that any advertising created by us was 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.
DIVIDEND POLICY. We currently intend to retain earnings, if any, to support
our growth strategy and do not anticipate paying dividends on our stock for the
foreseeable future. Payment of dividends on our stock is also restricted by our
financing agreement.
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<PAGE>
USE OF PROCEEDS
TMP will not receive any proceeds from the sale of shares of TMP stock by
the selling stockholders.
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 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 (through March 22, 1999)..................................... $ 69.88 $ 39.00
<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.............................................................. $ 25.62 $ 19.00
Fourth Quarter............................................................. $ 28.75 $ 15.00
</TABLE>
There were approximately 1,400 stockholders of record of our Common Stock on
March 22, 1999. On March 22, 1999, the last reported sale price of our stock as
reported by Nasdaq was $63.50.
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<PAGE>
SELLING STOCKHOLDERS
The following table sets forth information as of March 22, 1999, except as
otherwise noted, with respect to the number of shares of Common Stock
beneficially owned or to be acquired by each of the selling stockholders and
assumes that all shares subject to vesting schedules and conditions have vested.
All of the shares offered hereby were acquired or may be acquired by the Selling
Stockholders from the Company pursuant to stay bonuses. 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 (1)
- ---------------------------------------------------------- ---------------- ----------------- ----------------
<S> <C> <C> <C>
Keith Allaun.............................................. 571 571 0
Pierre Assure............................................. 2,767 2,767 0
Gerhard Bartels........................................... 2,324 1,250 1,074
Markus Baur............................................... 297 297 0
Colin Brady............................................... 4,000 4,000 0
Charles Brusselsman....................................... 10,217 609 9,608
Susan Campos.............................................. 526 526 0
Trevor Clark.............................................. 1,182 1,182 0
Jo Carol Conover.......................................... 3,750 1,142 2,608
Manuel Cortines........................................... 1,276 1,276 0
Victor Dana............................................... 7,555 6,558 997
Herman De Kesel........................................... 1,142 1,142 0
James Demchak............................................. 2,202 1,330 872
Andrea Donnelly........................................... 657 657 0
Donald R. Duckworth....................................... 20,000 20,000 0
Joaquim Espriua........................................... 1,375 434 941
Peter Everaert............................................ 1,308 1,308 0
Rainer Faistaur........................................... 2,096 2,096 0
Juan Manuel Farias........................................ 10,914 292 10,622
Anne-Marie Finnell........................................ 263 263 0
Michael Franzino.......................................... 55,365 10,526 44,839
Vito Gioia................................................ 8,908 4,461 4,447
Duane Goar................................................ 15,112 476 14,636
Abbe Goldfarb............................................. 263 263 0
Ellen Goldman............................................. 6,000 6,000 0
Frans Gosses.............................................. 7,633 1,228 6,405
Christian Groh............................................ 9,871 5,263 4,608
Neil Hatherly............................................. 596 596 0
Jonathan Hawes............................................ 1,315 1,315 0
Rene Huerlimann........................................... 317 317 0
Russ Ingersoll............................................ 2,363 2,363 0
Klaus Jacobs.............................................. 3,500 3,500 0
David S. Kanal............................................ 4,800 4,800 0
Lilian Kandt.............................................. 263 263 0
</TABLE>
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<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 (1)
- ---------------------------------------------------------- ---------------- ----------------- ----------------
<S> <C> <C> <C>
Thomas Keller............................................. 1,924 1,052 872
Dag Kremer-Nehring........................................ 11,708 2,100 9,608
Michel Le Guillou......................................... 10,145 3,740 6,405
Harvey Letcher............................................ 6,717 1,051 5,666
C. C. Leslie.............................................. 4,000 4,000 0
Jon Lewis................................................. 1,338 1,338 0
Claudia Liebesny.......................................... 13,286 475 12,811
William J. Maher.......................................... 18,000 18,000 0
Bernhard Mahlo............................................ 851 650 201
Pat Mastandrea............................................ 25,000 25,000 0
Ashton S. McFadden........................................ 2,900 2,900 0
John Mclaughlin........................................... 136,250 65,789 70,461
Joel C. Millonzi.......................................... 35,000 35,000 0
Massimo Misticoni......................................... 1,864 850 1,014
Oliver Pichot............................................. 896 896 0
Edward J. Pierson......................................... 3,000 3,000 0
Fred Rijke................................................ 63,716 2,105 61,611
David Robson.............................................. 1,200 1,200 0
Carol R. Schwartz......................................... 15,000 15,000 0
Denise Sheridan........................................... 494 494 0
Andrew Simpson............................................ 10,526 10,526 0
David Solomon............................................. 202 202 0
Michael Squires........................................... 15,371 1,315 14,056
John Strickland........................................... 52,304 1,060 51,244
Dee Symons................................................ 7,894 7,894 0
Alan Van Es............................................... 606 606 0
VanRam Associates International N.V. ..................... 73,415 73,415 0
Christine Venditti........................................ 1,142 1,142 0
Fiona Vickers............................................. 5,263 5,263 0
Vito Vila................................................. 2,918 2,918 0
Guido Vissers............................................. 2,250 2,250 0
Charlie Watt.............................................. 236 236 0
Bob Whaley................................................ 3,550 1,842 1,708
Anthony Whiting........................................... 2,900 2,900 0
Gabriele Willner.......................................... 61,334 3,684 57,650
Andrea Wine............................................... 29,649 6,999 22,650
Herbert Wise.............................................. 7,614 2,600 5,014
Hanning Witt.............................................. 1,201 1,000 201
</TABLE>
- ------------------------
(1) Assumes that all shares offered by each selling stockholder are sold in this
offering.
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<PAGE>
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, and the consolidated financial
statements of Neville Jeffress Australia Pty Limited and subsidiaries
incorporated by reference in this Prospectus have been audited by BDO Nelson
Parkhill, independent auditors, 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 firms as experts in
accounting and auditing. The audited consolidated financial statements of M&B
incorporated by reference in this Prospectus have been audited by Pannell Kerr
Forster, independent chartered accountants, as indicated in their report with
respect thereto, and are incorporated herein in reliance upon such reports given
upon the authority of said firms as experts in accounting and auditing. The
consolidated financial statements of Austin Knight Limited and its Subsidiaries
incorporated by reference in this Prospectus have been audited by KPMG,
independent chartered accountants, to the extent and for the periods set forth
in their report incorporated by reference herein and are included in reliance
upon such report given upon the authority of such firm as experts in auditing
and accounting.
19
<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........................................... $ 5,270.16
Accountants' Fees and Expenses................................. 10,000.00
Legal Fees and Expenses........................................ 10,000.00
Miscellaneous.................................................. 14,729.84
----------
Total.......................................................... $40,000.00
----------
----------
</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>
2.1 Scheme Implementation Agreement by and between Morgan & Banks Limited and TMP
Worldwide Inc. dated August 17, 1998.*
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding legality.
10.1 Form of Stock Bonus Agreement with JSK employees.
10.2 Form of Stock Bonus Agreement with U.S. TASA employees.
10.3 Form of Stock Bonus Agreement with foreign TASA employees.
23.1 (a) Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
(b) Consent of BDO Seidman, LLP.
(c) Consent of BDO Nelson Parkhill
(d) Consent of Pannell Kerr Forster, P.C.
(e) Consent of KPMG.
24 Power of Attorney (on signature page).
</TABLE>
- ------------------------
* incorporated by reference from the Company's Registration Statement on Form
S-3 (File No. 333-63499)
II-1
<PAGE>
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.
(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 March 25, 1999.
<TABLE>
<S> <C> <C>
TMP WORLDWIDE INC.
By: /s/ ANDREW J. MCKELVEY
-----------------------------------------
Andrew J. McKelvey
CHAIRMAN AND CEO
</TABLE>
KNOW ALL MEN BY THESE PRESENT, that each individual whose signature appears
below constitutes and appoints ANDREW J. McKELVEY and THOMAS G. COLLISION, or
either of them, his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the 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 March 25, 1999
Andrew J. McKelvey OFFICER)
/s/ THOMAS G. COLLISON
- ------------------------------ Vice Chairman (PRINCIPAL March 25, 1999
Thomas G. Collison FINANCIAL OFFICER)
/s/ JAMES J. TREACY Executive Vice President,
- ------------------------------ Chief Operating Officer March 25, 1999
James J. Treacy and Director
/s/ ROXANE PREVITY Chief Financial Officer
- ------------------------------ (PRINCIPAL ACCOUNTING March 25, 1999
Roxane Previty OFFICER)
/s/ GEORGE R. EISELE
- ------------------------------ Director March 25, 1999
George R. Eisele
/s/ JOHN R. GAULDING
- ------------------------------ Director March 25, 1999
John R. Gaulding
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ MICHAEL KAUFMAN
- ------------------------------ Director March 25, 1999
Michael Kaufman
<C> <S> <C>
/s/ JOHN SWANN
- ------------------------------ Director March 25, 1999
John Swann
</TABLE>
II-4
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
March 24, 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 399,563 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 10.1
STOCK BONUS AGREEMENT
Stock Bonus Agreement ("Agreement"), dated as of May 19, 1998, between TMP
Worldwide Inc. ("TMP") with an address of 1633 Broadway, 33rd Floor, New York,
NY 10019 and name ("Employee"), an employee of Johnson, Smith & Knisely, Inc.
("JSK") whose home address is address.
TMP wishes to retain Employee's services for the benefit of its
wholly-owned subsidiary JSK and to grant Employee the opportunity to receive
certain unregistered shares of TMP's common stock, $.001 par value per share
(the "Common Stock").
Employee and TMP hereby agree as follows:
1. Subject to the satisfaction of the terms and conditions of this
Agreement, promptly after May 5, 1999, TMP shall issue to Employee share no.
shares of its Common Stock (such share no. shares of Common Stock are sometimes
referred to as the "Shares").
2. The Shares shall be issued to Employee only if each of the following
conditions is satisfied:
(a) Employee signs and delivers this Agreement to TMP on or
before June 5, 1998;
(b) Employee remains in the continuous employ of JSK between
May 6, 1998 through and including May 5, 1999, PROVIDED HOWEVER that solely in
the event (i) Employee's employment with JSK has been terminated by JSK without
Cause (as defined in paragraph 3 below) prior to May 5, 1999 or (ii) Employee
dies or suffer a Disability (as defined in paragraph 3 below) prior to May 5,
1999 while still employed by JSK (or while on short or long term disability from
employment with JSK), then the condition set forth in this paragraph 2(b) shall
be inapplicable; and
(c) Employee's representations and warranties set forth in
EXHIBIT A hereto, which are hereby incorporated into this Agreement by
reference, are and shall be true and correct in all material respects as of the
date of this Agreement and as of May 5, 1999, and by signing this Agreement
Employee confirms that such representations are true and correct as of the date
of this Agreement and shall be true and correct as of May 5, 1999.
3. (a) As used in this Agreement, "Cause" shall mean the occurrence of
any of the following events: (i) Employee's willful failure or gross negligence
in performance of Employee's duties or compliance with reasonable directions of
the Chief Executive Officer of JSK (the "CEO") that continues unremedied for a
period of ten (10) business days after the CEO has given Employee written notice
specifying in reasonable detail Employee's failure to perform such duties or
comply with such directions; (ii) Employee's commission of (a) a felony, (b)
criminal dishonesty, (c) any crime involving moral turpitude or (d) fraud; or
(iii) a material breach by Employee of any of the terms or conditions of
Employee's employment or the employment policies of JSK or TMP that continues
unremedied for a period of ten (10) business days after the CEO has given
written notice to Employee specifying in reasonable detail Employee's breach
thereof.
(b) As used in this letter agreement, "Disability" is
Employee's inability to perform, by reason of physical or mental incapacity,
Employee's duties or obligations of employment for a total period of 120 days
between the date of this Agreement and May 5, 1999, as determined by the CEO in
his reasonable discretion.
4. All notices or other communications to be given or delivered in
connection with this Agreement shall be in writing and shall be deemed to have
been properly served if delivered personally, by courier, or by certified or
registered mail, return receipt requested and first class postage prepaid, in
each case to the parties at their addresses set forth above, in the case of
notices to TMP, to the attention of Gary Knisely and Myron Olesnyckyj, or such
other addresses as the recipient party has specified by prior written notice to
the sending party. All such notices and communications shall be deemed received
upon the actual delivery thereof in accordance with the foregoing.
5. This Agreement (i) constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes any previous
arrangements relating thereto, (ii) may be signed in counterparts, (iii) shall
be governed by the laws of the state of New York (other than the conflicts of
laws provisions thereof), (iv) shall not in modify or affect the terms and
conditions of Employee's employment, (v) may not be amended, terminated or
waived orally and (vi) may not be assigned by Employee.
TMP Worldwide Inc.
By:
-------------------------------------- ----------------------------
Name: Thomas G. Collison Name of Employee
Title: Vice Chairman
<PAGE>
May 19, 1998
Dear :
We at TMP Worldwide are extremely pleased that Johnson,
Smith & Knisely is now part of the TMP family of companies. We also recognize
that you have been one of the key employees of Johnson, Smith & Knisely.
Therefore, TMP wishes to reward you and encourage you to
continue to help JSK grow, by granting you the opportunity to own shares of TMP
Worldwide stock. This stock is the same class of common stock that Gary received
in exchange for the stock of Johnson, Smith & Knisely. It is unregistered and is
subject to some restrictions, but you do not need to pay TMP for the shares. For
example, in order to receive your shares you must remain an employee of JSK for
one year from the date of the merger closing of May 6, 1998. In addition, in
order to comply with securities laws, you must make certain representations as
to your sophistication as an investor and related matters. All the terms and
conditions of the grant are included in the enclosed Stock Bonus Agreement which
must be signed by you and returned to TMP in order for the grant to be
effective.
Please note that you will have tax consequences upon issuance
of the shares to you and you should consult with your tax advisor for full
details.
We hope you are pleased to receive this grant and that it
proves to have great value as we grow this company together.
Very truly yours,
Andrew J. McKelvey
Chairman and CEO
<PAGE>
EXHIBIT A
As a material inducement to TMP to enter into this Agreement
and to issue the Shares in accordance with the terms thereof, Employee hereby
represents and warrants to TMP as of the date of this Agreement and as of May 5,
1999, as follows:
(1) Employee is acquiring the Shares for investment for Employee's own account,
for investment purposes only, and not with the view to, or for resale in
connection with, any distribution thereof. Employee understands that the Shares
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of various states, by reason of
a specified exemption from the registration provisions thereunder which depends
upon, among other things, the bona fide nature of Employee's investment intent
as expressed herein. Employee is an "Accredited Investor" as that term is
defined in Rule 501(a) of Regulation D under the Securities Act by reason of
being a natural person who had an individual income in excess of $200,000 in
each of the two most recent years and has a reasonable expectation of reaching
the same income level in the current year.
(2) Employee acknowledges that the Shares must be held indefinitely unless they
are subsequently registered under the Securities Act and under applicable state
securities laws or an exemption from such registration is available. Employee
has been advised or is aware of the provisions of Rule 144 promulgated under the
Securities Act which permits limited resale of the securities purchased in a
private placement subject to the satisfaction of certain conditions including,
among other things, the availability of certain current public information about
TMP and compliance with applicable requirements regarding the holding period and
the amount of securities to be sold and the manner of sale. Employee understands
that only TMP can take action to register the Shares and, except to the limited
extent expressly provided in a Registration Rights Agreement, dated as of May 6,
1998, among TMP, Gary Knisely and certain other parties to which Employee may
become a party, TMP is under no obligation to do so, and does not otherwise
propose to do so.
(3) Employee has received and carefully reviewed (i) TMP's Registration
Statement on Form S-1, No. 333- 12471, (ii) TMP's Registration Statement on
Form S-1, No. 333-31657, (iii) TMP's Annual Report on Form 10-K for the fiscal
years ended December 31, 1996 and December 31, 1997, (iv) TMP's Proxy Statements
dated May 19, 1997 and April 27, 1998, and (v) all other information filed by
TMP pursuant to the Securities Act or the Securities Exchange Act of 1934, as
amended.
(4) Employee is aware that no federal or state or other agency has passed upon
or made any finding or determination concerning the fairness of the transactions
contemplated by this Agreement or the adequacy of the disclosure provided to
Employee and Employee therefore does not have the information that such a review
would provide. Employee understands and acknowledges that neither the Internal
Revenue Service nor any other tax authority has been asked to rule on nor has it
ruled on the tax consequences of the transactions contemplated hereby. Employee
acknowledges that Employee has been advised to verify the tax consequences of
this Agreement and the potential issuance of the Shares to Employee with
Employee's tax advisors.
(5) Employee understands that all certificates for any Shares which may be
issued to Employee shall bear a legend in substantially the following form:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.
<PAGE>
THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF
AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH
DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS."
Prior to the issuance of any Shares to Employee, Employee (or his
personal legal representative in the event of incapacity or death) agrees to
confirm in writing to TMP that these representations and warranties are true and
correct as of May 5, 1999.
<PAGE>
EXHIBIT 10.2
STOCK BONUS AGREEMENT
Stock Bonus Agreement ("Agreement"), dated as of January 4, 1999, between
TMP Worldwide Inc., a Delaware corporation with an address of 1633 Broadway,
33rd Floor, New York, NY 10019 ("TMP"), and name ("Acquiror"), an employee of or
consultant to TMP or one of its subsidiaries whose residence address is address
.
1. On the basis of Acquiror's representations and warranties in this
Agreement, TMP hereby issues to Acquiror share no. unregistered shares of its
common stock, $.001 par value per share (the shares so issued to Acquiror are
hereby collectively referred to as the "Shares").
2. As a material inducement to TMP to enter into this Agreement and to
issue the Shares in accordance with the terms of this Agreement, Acquiror hereby
represents and warrants to TMP as follows:
A. Acquiror acknowledges that Acquiror's representations, warranties
and agreements contained herein are being relied on by TMP as the basis for the
exemption of the issuance of the Shares to Acquiror from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
and any applicable securities laws of various states.
B. Acquiror has such knowledge and experience in financial and
business matters and such experience in evaluating and investing in companies
such as TMP as to be capable of evaluating the merits and risks of an investment
in the Shares. Acquiror has the financial ability to bear the economic risk of
Acquiror's investment in the Shares, has adequate means for providing for
Acquiror's current needs and contingencies and has no need for liquidity with
respect to Acquiror's investment in the Shares .
C. Acquiror is acquiring the Shares for investment purposes only, and
not with a view to, or for resale in connection with, any distribution thereof.
Acquiror understands that the Shares have not been and will not be registered
under the Securities Act, or under the securities laws of various states of the
United States, by reason of a specified exemption from the registration
provisions thereunder and that the Shares may only be sold pursuant to the
Securities Act or pursuant to an exemption therefrom.
D. Acquiror has relied upon independent investigations made by
Acquiror or Acquiror's representatives and is fully familiar with the business,
results of operations, financial condition, prospects and other affairs of TMP.
Acquiror has, among other things, received and carefully reviewed (i) TMP's
Registration Statement on Form S-1 (No. 333-12471), (ii) TMP's Registration
Statement on Form S-1 (No. 333-31657), (iii) TMP's Annual Report on Form 10-K
for the fiscal years ended December 31, 1996 and December 31, 1997, (iv) TMP's
proxy statements dated May 19, 1997 and April 27, 1998, (v) TMP's Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 1998, June 30, 1998
and September 30, 1998, and (vi) all other information filed by TMP pursuant to
the Securities Act or Securities Exchange Act of 1934, as amended. Acquiror
acknowledges that in connection with the transactions contemplated hereby,
neither TMP nor anyone acting on its behalf or any other person has made, and
Acquiror is not relying upon, any representations, statements or projections
concerning TMP, its present or projected results of operations, financial
condition, prospects, present or future plans, products and services, or the
value of the Shares or any other matter in relation to TMP's business or
affairs. Acquiror has had an opportunity to discuss TMP's business, management,
financial affairs and acquisition plans with its management, to review TMP's
facilities, and to obtain such additional information concerning Acquiror's
investment in the Shares in order for Acquiror to evaluate its merits and risks,
and Acquiror has determined that the Shares are a suitable investment for
Acquiror.
E. Acquiror acknowledges that no action has been taken that would
permit an offering of Shares to the public in the jurisdiction in which Acquiror
is resident or located or in any other jurisdiction where action for that
purpose would be required and, accordingly, no Shares may be resold in any
jurisdiction in any manner that would result in the characterization of the
transactions contemplated hereby or the offer of Shares as a public offering.
F. Acquiror is aware that no federal or state or other agency has
passed upon or made any finding or determination concerning the fairness of the
transactions contemplated by this Agreement or the adequacy of the disclosure
provided hereby, and Acquiror must forego the security, if any, that such a
review would provide.
G. Acquiror is an "Accredited Investor" as that term is defined in
Rule 501(a) of Regulation D under the Securities Act by reason of being (i) a
natural person who had an individual income in excess of $200,000 in each of the
two most recent years or joint income with that person's spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching the
same income level in the current year or (ii) a natural person whose individual
net worth, or joint net worth with
<PAGE>
that person's spouse, at the date of this agreement exceeds $1,000,000.
H. Acquiror understands and acknowledges that neither the Internal
Revenue Service nor any other tax authority has been asked to rule on the tax
consequences of the transactions contemplated hereby and accordingly, in making
Acquiror's decision to acquire Shares Acquiror has relied upon the
investigations of Acquiror's own tax and business advisers in addition to
Acquiror's own independent investigations, and that Acquiror and Acquiror's
advisers have fully considered all the tax consequences of Acquiror's
acquisition of the Shares.
I. The representations, warranties and agreements of Acquiror in this
Agreement shall survive the execution and delivery of this Agreement.
J. Acquiror understands that all certificates for any and all Shares
issued to Acquiror shall bear a legend in substantially the following form:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH
REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL,
SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION
OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS."
3. This Agreement (i) constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes any previous
arrangements relating thereto, (ii) may be signed in counterparts, (iii) shall
be governed by the laws of the state of New York, United States of America
(other than the conflicts of laws provisions thereof), (iv) may not be amended,
terminated or waived orally and (v) may not be assigned by Acquiror. Acquiror
has not relied on any representation not set forth in this Agreement.
TMP Worldwide Inc.
By:
------------------------------------- --------------------------------------
Name:
Title:
<PAGE>
EXHIBIT 10.3
STOCK BONUS AGREEMENT
Stock Bonus Agreement ("Agreement"), dated as of January 4, 1999, between
TMP Worldwide Inc., a Delaware corporation with an address of 1633 Broadway,
33rd Floor, New York, NY 10019 ("TMP"), and name("Acquiror"), an employee of or
consultant to TMP or one of its subsidiaries whose residence address is address.
1. On the basis of Acquiror's representations and warranties in this
Agreement, TMP hereby issues to Acquiror share no. unregistered shares of its
common stock, $.001 par value per share (the shares so issued to Acquiror are
hereby collectively referred to as the "Shares").
2. As a material inducement to TMP to enter into this Agreement and to
issue the Shares in accordance with the terms of this Agreement, Acquiror hereby
represents and warrants to TMP as follows:
A. Acquiror acknowledges that Acquiror's representations, warranties
and agreements contained herein are being relied on by TMP as the basis for the
exemption of the issuance of the Shares to Acquiror from the registration
requirements of the United States (as defined below) Securities Act of 1933, as
amended (the "Securities Act"), and any applicable securities laws of various
states of the United States.
B. Acquiror is acquiring the Shares for investment purposes only, and
not with a view to, or for resale in connection with, any distribution thereof.
Acquiror understands that the Shares have not been and will not be registered
under the Securities Act, or under the securities laws of various states of the
United States, by reason of a specified exemption from the registration
provisions thereunder and that the Shares may only be sold pursuant to the
Securities Act or pursuant to an exemption therefrom.
C. Acquiror has relied upon independent investigations made by
Acquiror or Acquiror's representatives and is fully familiar with the business,
results of operations, financial condition, prospects and other affairs of TMP.
Acquiror has, among other things, received and carefully reviewed (i) TMP's
Registration Statement on Form S-1 (No. 333-12471), (ii) TMP's Registration
Statement on Form S-1 (No. 333-31657), (iii) TMP's Annual Report on Form 10-K
for the fiscal years ended December 31, 1996 and December 31, 1997, (iv) TMP's
proxy statements dated May 19, 1997 and April 27, 1998, (v) TMP's Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 1998, June 30, 1998
and September 30, 1998, and (vi) all other information filed by TMP pursuant to
the Securities Act or United States Securities Exchange Act of 1934, as amended.
Acquiror acknowledges that in connection with the transactions contemplated
hereby, neither TMP nor anyone acting on its behalf or any other person has
made, and Acquiror is not relying upon, any representations, statements or
projections concerning TMP, its present or projected results of operations,
financial condition, prospects, present or future plans, products and services,
or the value of the Shares or any other matter in relation to TMP's business or
affairs. Acquiror has had an opportunity to discuss TMP's business, management,
financial affairs and acquisition plans with its management, to review TMP's
facilities, and to obtain such additional information concerning Acquiror's
investment in the Shares in order for Acquiror to evaluate its merits and risks,
and Acquiror has determined that the Shares are a suitable investment for
Acquiror.
D. Acquiror is not a U.S. Person (as defined below) and is not
acquiring the Shares for the account or benefit of a U.S. Person. Without in any
way limiting the provisions of this Agreement, Acquiror shall not directly or
indirectly transfer any Shares into the United States or to or for the benefit
of a U.S. Person for a period of one year after the date hereof.
E. Acquiror acknowledges that no action has been taken that would
permit an offering of Shares to the public in the jurisdiction in which Acquiror
is resident or located or in any other jurisdiction where action for that
purpose would be required and, accordingly, no Shares may be resold in any
jurisdiction in any manner that would result in the characterization of the
transactions contemplated hereby or the offer of Shares as a public offering.
F. Acquiror is aware that no federal or state or other agency has
passed upon or made any finding or determination concerning the fairness of the
transactions contemplated by this Agreement or the adequacy of the disclosure
provided hereby, and Acquiror must forego the security, if any, that such a
review would provide.
G. Acquiror understands and acknowledges that neither the United
States Internal Revenue Service nor any other tax authority has been asked to
rule on the tax consequences of the transactions contemplated hereby and
accordingly, in making Acquiror's decision to acquire Shares Acquiror has relied
upon the investigations of Acquiror's own tax and business advisers in addition
to Acquiror's own independent investigations, and that Acquiror and Acquiror's
advisers have fully considered all the tax consequences of Acquiror's
acquisition of the Shares.
H. The representations, warranties and agreements of Acquiror in this
Agreement shall survive the execution and delivery of this Agreement.
I. Acquiror understands that all certificates for any and all Shares
issued to Acquiror shall bear a legend in substantially the following form:
<PAGE>
"THE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAWS. THEY ARE
BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S
("REGULATION S") PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED
STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S) UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION OR
SAFE HARBOR FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
J. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings ascribed to them below:
(1). "U.S. Person" means:
(i) any natural person resident in the United States;
(ii) any partnership or corporation organized or incorporated under the
laws of the United States;
(iii) any estate of which any executor or administrator is a U.S. Person;
(iv) any trust of which any trustee is a U.S. Person;
(v) any agency or branch of a foreign entity located in the United States;
(vi) any non-discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary for the benefit or
account of a U.S. Person;
(vii) any discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary organized, incorporated, or
(if an individual) resident in the United States; and
(viii) any partnership or corporation if:
(a) organized or incorporated under the laws of any foreign
jurisdiction; and
(b) formed by U.S. Person principally for the purpose of investing in
securities not registered under the Securities Act, unless it is
organized incorporated, and owned, by accredited investors (as
defined in Rule 501(a) under the Securities Act) who are not
natural persons, estates or trusts.
(2). "United States" means the United States of America, its territories
and possessions and any state of the United States (including for purposes
hereof the District of Columbia).
3. This Agreement (i) constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes any previous
arrangements relating thereto, (ii) may be signed in counterparts, (iii) shall
be governed by the laws of the state of New York, United States of America
(other than the conflicts of laws provisions thereof), (iv) may not be amended,
terminated or waived orally and (v) may not be assigned by Acquiror. Acquiror
has not relied on any representation not set forth in this Agreement.
TMP Worldwide Inc.
By:
------------------------------------ ------------------- -----------------
Name:
Title:
<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 of our reports dated March
20, 1998, except for Notes 5 and 13B for which the date is December 17, 1998,
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/A
for the year ended December 31, 1997 and the Company's Information Statement on
Schedule 14C, dated January 6, 1999 and our reports dated March 20, 1998, except
for Notes 2, 5, and 13B for which the date is February 26, 1999, relating to the
supplemental consolidated financial statements and schedule of TMP Worldwide
Inc. and Subsidiaries appearing in the Company's Current Report on Form 8-K
dated March 17, 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
March 24, 1999
<PAGE>
[BDO LETTER HEAD]
EXHIBIT 23.1(C)
24 March 1999
TMP Worldwide Inc
New York, NY
We consent to the inclusion of our report dated 8 November 1996, with respect to
the consolidated balance sheets of Neville Jeffress Australia Pty. Limited as of
30 June 1995 and 1996, and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the years in the two year period
ended 30 June 1996 appearing in the Company's Information Statement in Schedule
14C, dated January 6, 1999, which report is incorporated by reference in 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.
BDO International
/s/ BDO International
/s/ Stephen La Greca
Stephen La Greca
Partner
<PAGE>
EXHIBIT 23.1(D)
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 report 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
and loss statements and cash flow statements for each of the years in the three
year period ended 31 March 1998 appearing in the Company's Information Statement
on Schedule 14C, dated January 6, 1999 and the Current Reports on Form 8-K dated
February 1, 1999 and March 17, 1999, which report is incorporated by reference
in 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
24 March 1999
Pannell Kerr Forster, P.C.
[LOGO]
PANNELL KERR FORSTER
<PAGE>
EXHIBIT 23.1(E)
PRIVATE & CONFIDENTIAL
The Directors
TMP Worldwide Inc
1633 Broadway
New York NY 10019
24 March 1999
Dear Sir
We consent to the inclusion of our report dated 4 February 1997, with respect to
the consolidated balance sheets of Austin Knight Limited as of 30 September 1995
and 1996, and the related consolidated statements of earnings, stockholders'
equity and cash flows for each of the years in the two year period ended 30
September 1996 appearing in the Company's Information Statement on Schedule 14C,
dated January 6, 1999, which report is incorporated by reference in 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.
Yours sincerely
/s/ KPMG
KPMG
