<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1999
REGISTRATION NO. 333-75031
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
TMP WORLDWIDE INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-3906555
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
</TABLE>
--------------------------
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. / /
- ------------------
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. / /
- ------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE AGGREGATE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share 399,563 $63.29 $25,288,342.27 $7,030.16 (2)
</TABLE>
(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.
(2) Previously paid.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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 APRIL 21, 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 April 19, 1999, the closing sale price of one share
of TMP's stock was $62.00.
------------------------
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 7 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 April , 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Where You Can Find More Information....................................................................... 2
The Company............................................................................................... 4
Risk Factors.............................................................................................. 7
Use of Proceeds........................................................................................... 11
Dividend Policy........................................................................................... 12
Price Range of Common Stock............................................................................... 12
Selling Stockholders...................................................................................... 13
Plan of Distribution...................................................................................... 15
Legal Opinion............................................................................................. 15
Experts................................................................................................... 15
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from our website at www.tmp.com or at the SEC's website at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until the selling stockholders sell all their shares of TMP stock. This
prospectus is part of a registration statement we filed with the SEC
(Registration No. 333-75031).
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(ii) 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.
(iii) The Company's Current Report on Form 8-K, dated April 21, 1999,
relating to the restatement of the Company's consolidated financial
statements as of December 31, 1998 and 1997 and for each of the three years
in the period ended December 31, 1998 to reflect the acquisition of Morgan &
Banks Limited on January 28, 1999, which is being accounted for as a
pooling-of-interests.
(iv) 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.
(v) The Company's Current Report on Form 8-K, dated February 12, 1999,
relating to the financial statements of Morgan & Banks Limited as of
September 30, 1998 and March 31, 1998 and 1997, for the six months ended
September 30, 1998 and 1997 and for each of the three years in the period
ended March 31, 1998 and the unaudited pro forma condensed combined
financial information relating to the acquisition of Morgan & Banks Limited.
(vi) 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.
2
<PAGE>
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.
3
<PAGE>
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 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE
COMPANY'S CURRENT REPORT ON FORM 8-K DATED APRIL 21, 1999, WHICH REFLECTS THE
EFFECT OF THE MERGER WITH MORGAN & BANKS LIMITED ON JANUARY 28, 1999, WHICH IS
BEING ACCOUNTED FOR AS A POOLING-OF-INTERESTS.
We are a marketing services, communications, executive search and technology
company. We provide comprehensive, individually tailored advertising services,
including development of creative content, media planning, production and
placement of corporate advertising, market research, direct marketing, executive
search and other ancillary services and products. We are one of the world's
largest recruitment advertising agencies and the world's largest yellow page
advertising agency as well as a leader in the use of the Internet for
recruiting.
We offer advertising programs to more than 17,000 clients, including more
than 80 of the Fortune 100 and more than 400 of the Fortune 500 companies. Our
growth strategy is to continue to pursue consolidation opportunities in our core
advertising business and to leverage our client base and our approximately 2,420
sales, marketing and customer service personnel to expand our Internet-based
businesses. For the year ended December 31, 1998, our gross billings were $1.7
billion, total revenue was $662.2 million, net income was $11.7 million and
EBITDA was $65.6 million.
We are one of the world's largest recruitment advertising agencies,
generating approximately $794.2 million in recruitment advertising gross
billings for the year ended December 31, 1998. We are the world's largest yellow
page advertising agency, generating approximately $485.2 million in yellow page
gross billings for the same period. With approximately 30% of the national
accounts segment of the U.S. yellow page advertising market, we are
approximately three times larger than our nearest competitor, based on yellow
page gross billings. A substantial part of our growth in each of our targeted
markets has been achieved through acquisitions. From January 1, 1996 through
December 31, 1998, we completed 45 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 and the acquisition of all the outstanding stock of TASA Holding
A.G. ("TASA"), an international executive search firm. In addition, in January
1999, we acquired Morgan & Banks Limited ("M&B"), the largest search & selection
firm in Australasia. 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.
We have created innovative solutions to assist our clients in capitalizing
on the growing awareness and acceptance of the Internet. For our recruitment
advertising clients, we have developed interactive career sites which can be
accessed by individuals seeking employment via the Internet on a global basis.
We have several career sites, including Monster.com-SM-, Be the Boss-SM- and Job
Hound which, as of December 31, 1998, collectively contained approximately
180,000 paid job listings, and 1,100,000 resumes. In addition, in
4
<PAGE>
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. We develop yellow page marketing programs for
national accounts. These are clients which sell products or services in multiple
markets. The national segment of the yellow page advertising market was an
approximately $1.9 billion market in the U.S. for the year ended December 31,
1998. The national yellow page market has grown each year since 1981. During the
period of 1990 through 1998, the market grew at a compound annual growth rate of
approximately 6.2%. Yellow page advertising is a complex process involving the
creation of effective imagery and message and the development of media plans
which evaluate approximately 7,000 yellow page directories of which our larger
accounts utilize over 2,000. Coordinating the placement of advertisements in
this number of directories requires an extensive effort at the local level, and
our yellow page sales, marketing and customer service staff of approximately 680
people provides an important competitive advantage in marketing and executing
yellow page advertising programs. We earn commissions from yellow page
advertising paid by directory publishers which result in an effective commission
rate to us of approximately 20% of yellow page gross billings.
We take a proactive approach to yellow page advertising by undertaking
original research on the efficacy of the medium, in many cases quantifying the
effectiveness of a given advertising campaign. We also have a rigorous quality
assurance program designed to ensure client satisfaction. We believe that this
program has enabled us to maintain a yellow page client retention rate, year to
year, in excess of 90%.
RECRUITMENT ADVERTISING. For the year ended December 31, 1998, total
spending on advertisements globally in the recruitment classified advertisement
section of newspapers was approximately $12 billion. While the recruitment
advertising market has historically been cyclical, during the period of 1990
through 1997, the U.S. market grew at a compound annual growth rate of
approximately 12%. In the U.S., we receive commissions generally equal to 15% of
recruitment advertising gross billings. Outside of the U.S., where,
collectively, we derive the majority of our recruitment advertising commissions
and fees, our commission rates for recruitment advertising vary, ranging from
approximately 10% in Australia to 15% in Canada and the United Kingdom. We also
earn fees from value-added services such as design, research and other creative
and administrative services which resulted in aggregate commissions and fees
equal to approximately 21% of recruitment advertising gross billings for the
year ended December 31, 1998.
The services provided by recruitment advertising agencies can be complex and
range from the design and placement of classified advertisements to the creation
of comprehensive image campaigns which internationally "brand" a client as a
quality employer. Further, shortages of qualified employees in many industries,
particularly in the technology area, have increased the need for recruitment
advertising agencies to expand the breadth of their service offerings to effect
national and sometimes global recruitment campaigns. For these reasons, we
believe that over time, the proportion of overall recruitment advertising placed
through recruitment advertising agencies will grow. Given the scale of our
recruitment advertising operations and the scope of our service offerings, we
believe we are well positioned to participate in this market growth.
EXECUTIVE SEARCH. To expand the range of services that we offer to our
recruitment advertising clients, we decided to enter the executive search field
because recruitment advertising traditionally did not target the senior
executive community. Accordingly, 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 M&B, provided the Company with 32 executive
search offices in 16 countries.
Our retained executive search process typically includes the following
steps: (a) a TMP executive search consultant interviews the client in order to
analyze the senior executive position that needs to be filled, the general
environment of the client's work place and the character and quality of
candidates that have successfully performed as executives of the client; (b) the
consultant then prepares a written synopsis of the position to be filled in
order to attract a suitable, qualified and successful candidate; (c) the
synopsis
5
<PAGE>
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 level of the executive and future
trends.
We believe that our expansion into the executive search market will enable
us to attract and service additional major clients since we can now market
ourself as a full service firm that can accommodate all of our clients'
employment and recruitment advertising needs.
INTERNET SERVICES. Our Internet-based services complement our traditional
advertising businesses. In recruitment, we have several career sites, including
Monster.com-SM-, Be the Boss-SM- and Job Hound, which provide continuously
available databases of career opportunities. Users of these sites can search for
employment opportunities by location, type of job and other criteria. Resumes
can be sent to prospective employers electronically and submitted on-line or via
mail. Users can also access other value-added services such as discussion forums
and on-line career advice. Based on our experience with our clients, we believe
that only 20% to 30% of open job positions are advertised using traditional
print media and that on-line solutions, which are significantly less expensive
than traditional recruitment methods, will significantly expand the recruitment
advertising market. More than 80 of the Fortune 100 companies are utilizing our
career sites.
Dealer Locator, which is marketed to yellow page accounts, allows clients to
offer World Wide Web ("Web") pages for local offices, dealers or franchise
locations which are linked to the client's corporate Web site. These pages are
designed to generate additional customer flow while reinforcing brand imagery
contained in other advertising programs. Dealer Locator home pages will
typically include address, directions, hours of operation and potentially other
information such as sale items.
We believe that our pre-existing relationships with yellow page and
recruitment advertising clients and our sales, marketing and customer service
staff provide an important competitive advantage in pursuing the market for
Internet clients. Further, we believe our innovative Internet products will
provide an opportunity to enhance our ability to market both traditional
advertising and Internet services to non-TMP clients.
TMP is the successor to the businesses formerly conducted by TMP Worldwide
Inc. and subsidiaries ("Old TMP"), Worldwide Classified Inc. and subsidiaries
("WCI") and McKelvey Enterprises, Inc. and subsidiaries, the chief executive
officer of which was Andrew J. McKelvey (the "Principal Stockholder"). McKelvey
Enterprises, Inc. was formed in 1967 by Mr. McKelvey. On December 9, 1996, Old
TMP merged into McKelvey Enterprises, Inc. Thereafter, WCI merged into McKelvey
Enterprises, Inc. McKelvey Enterprises, Inc. then merged into Telephone
Marketing Programs Incorporated. Such mergers are collectively referred to as
the "1996 Mergers." In addition, Mr. McKelvey sold or contributed his interest
in five other entities to the Company. Following the 1996 Mergers, Telephone
Marketing Programs Incorporated changed its name to TMP Worldwide Inc. All
historical financial data incorporated by reference for periods ended prior to
December 9, 1996 reflects the historical financial data of Old TMP, WCI,
McKelvey Enterprises, Inc. and the other entities. TMP was incorporated in
Delaware in August 1996. Its executive offices are located at 1633 Broadway,
33rd Floor, New York, New York 10019, and its telephone number at that location
is (212) 977-4200.
6
<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.
WE MAY NOT BE ABLE TO MANAGE GROWTH. Our business has grown rapidly in
recent periods. This growth has placed a significant strain on our management
and operations. As an example, we have completed the acquisition of seven
executive and mid-level search companies during 1998 and, with the acquisition
of M&B in January 1999, we believe that we are one of the largest executive
search firms in the world. 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 and
incremental strain on our existing operations, and 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 cannot manage existing or
anticipated growth, our business, financial condition and operating results
would be materially adversely affected.
OUR ACQUISITIONS HAVE RISKS. We expect that we will continue to grow, in
part, by acquiring businesses. For example, on March 11, 1999, we announced our
intention to acquire, in a stock for stock transaction, LAI Worldwide Inc., in a
deal valued at approximately $63.6 million. 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, as well as
our continued ability to integrate acquired personnel, operations, products and
technologies into our organization effectively, to retain and motivate key
personnel and retain the clients of acquired firms. We cannot assure you that
financing for 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 and any inability to do
so would have a material adverse effect on our business, financial condition and
operating results. There also can be no assurance that we will be able to
sustain the rates of growth that we have experienced in the past.
TRADITIONAL MEDIA MAY NOT BE VIABLE IN THE FUTURE. 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 traditionally had been
included therein, constituted approximately 25.3% of our total revenue for the
year ended December 31, 1998. We also derive a substantial portion of our
revenue from placing advertising in yellow page directories. This business
constituted approximately 15.0% of our total revenue for the year ended December
31, 1998. To the extent that new media, such as the Internet, cause traditional
media and yellow page directories to be less desirable forms of advertising
media without at least an equivalent fee increase from advertising on the
Internet, of which we cannot assure you, 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 and market acceptance of the Internet as a
medium for information, entertainment, commerce and advertising is subject to a
high level of uncertainty. Most of our clients have only limited experience with
the Internet as an advertising medium and such clients have not devoted a
significant portion of their advertising budgets to Internet-based advertising
in the past. There can be no assurance that advertisers will be persuaded to
allocate or continue to allocate portions of their budgets to Internet-based
advertising. If Internet-based advertising is not widely accepted by our
advertisers and advertising
7
<PAGE>
agencies, our business, financial condition and operating results, including our
expected rate of commissions and fee growth, would be materially adversely
affected. Although we generated Internet revenue of $48.8 million for the year
ended December 31, 1998, we cannot assure you that we will continue to generate
substantial Internet-based revenue in the future.
ACCEPTANCE OF OUR INTERNET CONTENT. Our future growth depends, in part,
upon our ability to deliver original and compelling services in order to attract
users valuable to our advertising clients. We cannot assure that our content
will be attractive to a sufficient number of Internet users to generate material
advertising revenues. We cannot assure that we will be able to anticipate,
monitor and successfully respond to rapidly changing consumer tastes and
preferences so as to attract a sufficient number of users to our Web sites.
Internet users can freely navigate and instantly switch among a large number of
Web sites, many of which offer original content, making it difficult for us to
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 sites to particular subsets of our target audience.
STRONG COMPETITION AND LOW BARRIERS TO ENTRY TO OUR BUSINESS. 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.
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 firms. In
addition, with respect to new media, such as the Internet, many advertising
agencies and publications have started either to internally develop or acquire
new media capabilities. Some established companies that provide integrated
specialized services (such as advertising services or Web site design) and that
are technologically proficient, especially in new media, are also competing with
us. Many of our competitors or potential competitors have long operating
histories, and some may have greater financial, management, technological
development, sales, marketing and other resources than we have. In addition, our
ability to maintain our existing clients and attract new clients depends on a
significant degree on the quality of our services and our reputation.
We have no significant proprietary technology that would preclude or inhibit
competitors from entering the yellow page advertising, recruitment advertising,
executive search or on-line advertising markets. We cannot assure you that
existing or future competitors will not develop or offer services and products
that provide significant performance, price, creative or other advantages over
those offered by us, which could have a material adverse effect on our future
business, financial condition and operating results.
OUR QUARTERLY OPERATING RESULTS FLUCTUATE AND OUR BUSINESS IS CYCLICAL AND
SEASONAL. Our quarterly operating results have fluctuated in the past and may
fluctuate in the future as a result of factors including the timing of
acquisitions. In addition, the timing of yellow page directory closings, the
largest number of which currently occur in the third quarter, and the receipt of
additional commissions, if earned, from yellow page publishers for achieving a
specified volume of advertising, which commissions are typically reported in the
fourth quarter, also affect the cyclicality of our quarterly results. Our
quarterly commissions and fees earned from recruitment advertising are typically
highest in the first quarter and lowest in the fourth quarter. Recruitment
advertising commissions and fees tend to be more cyclical than yellow page
commissions and fees, and therefore, to the extent that a large part of our
commissions and fees are derived from recruitment advertising, our operating
results may be subject to increased cyclicality.
TECHNOLOGICAL RISKS. The market for Internet products and services is
characterized by rapid technological developments, frequent new product
introductions and evolving industry standards. The emerging character of these
products and services and their rapid evolution require us to continually
improve the performance, features and reliability of our Internet content,
particularly in response to competitive offerings. We cannot assure you that we
will be successful in responding quickly, cost effectively and
8
<PAGE>
sufficiently to these developments. In addition, the widespread adoption of new
Internet technologies or standards could require substantial expenditures by us
to modify or adapt our Web sites and services and could affect our financial
condition or operating results. In addition, new Internet services or
enhancements which are or may be offered by us may contain design flaws or other
defects that could require costly modifications or result in a loss of client
confidence, either of which would have a material adverse effect on our
business, financial condition or operating results. Any disruption in Internet
access, or in the Internet generally, could affect our financial condition or
operating results.
WE ARE DEPENDENT ON ATTRACTING AND RETAINING QUALIFIED CONSULTANTS. The
success of our executive search business depends on our ability to attract and
retain qualified consultants who possess the skills, contacts and experience
necessary to fulfill our clients' executive search needs. Competition for
qualified consultants is intense. We believe we have been able to attract and
retain highly qualified, effective consultants as a result of our reputation and
performance-based compensation system. Consultants have the potential to earn
substantial bonuses based on the amount of revenue generated by obtaining
executive search assignments, executing search assignments and by assisting
other consultants to obtain or complete executive search assignments. Bonuses
represent a significant proportion of our consultants' total compensation. Any
diminution of our reputation could impair our ability to retain existing or
attract additional qualified consultants. Any such inability to attract and
retain qualified consultants could have a material adverse effect on our
executive search business, results of operations and financial condition.
RISK OF LOSING CLIENT RELATIONSHIPS. Our executive search business depends
upon the ability of our consultants to develop and maintain strong, long-term
relationships with clients. Usually, only one or two consultants have primary
responsibility for a client relationship. When a consultant leaves one search
firm and joins another, clients that have established relationships with the
departing consultant may move their business to the consultant's new employer.
The loss of one or more clients is more likely to occur if the departing
consultant enjoys widespread name recognition or has developed a reputation as a
specialist in executing searches in a specific industry or management function.
Although client portability historically has not caused significant problems for
us, the failure to retain our most effective consultants or maintain the quality
of service to which our clients are accustomed, and the ability of a departing
consultant to move business to his or her new employer, could have a material
adverse effect on our executive search business, results of operations and
financial condition.
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 our reputation, 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.
INABILITY TO SOLICIT POTENTIAL RECRUITS. Either by agreement with clients
or for marketing or client relationship purposes, executive search firms
frequently refrain, for a specified period of time, from recruiting certain
employees of a client, and possibly other entities affiliated with such client,
when conducting executive searches on behalf of other clients (a "blocking"
arrangement). Blocking arrangements generally remain in effect for one or two
years following completion of an assignment. However, the duration and scope of
the blocking arrangement or "off limits" period, including whether it covers all
operations of a client and its affiliates or only certain divisions of a client,
generally depends on such factors as the length of the client relationship, the
frequency with which the executive search firm has been engaged to perform
executive searches for the client and the number of assignments the executive
search firm has generated or expects to generate from the client. Some of our
executive search clients are recognized as industry leaders and/or employ a
significant number of qualified executives who are
9
<PAGE>
potential candidates for other companies in that client's industry. Blocking
arrangements with such a client or awareness by a client's competitors of such
an arrangement may make it difficult for us to obtain executive search
assignments from, or to fulfill executive search assignments for, competitors
while employees of that client may not be solicited. As our client base grows,
particularly in our targeted business sectors, blocking arrangements
increasingly may impede our growth or 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.
WE ARE DEPENDENT ON 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 competing company, the resulting loss of existing or
potential clients could have a material adverse effect on our business,
financial condition or operating results. In the event of the loss of any such
employee we cannot assure you that we would be able to prevent the unauthorized
disclosure of our procedures, practices, new product development or client
lists.
WE ARE CONTROLLED BY ONE STOCKHOLDER. Andrew J. McKelvey, as of March 22,
1999, beneficially owned all of our outstanding Class B Common Stock and
10,945,004 shares of our Common Stock which together represent approximately
60.9% of the combined voting power of all classes of voting stock. Mr. McKelvey
is, therefore, able to direct the election of all of the members of our Board of
Directors and exercise a controlling influence over our business and affairs,
including any determinations with respect to mergers or other business
combinations, the acquisition or disposition of assets, the incurrence of
indebtedness, 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 the Company's stockholders without the consent of our other stockholders and
has the power to prevent a change of control of the Company.
ANTITAKEOVER EFFECT OF CERTAIN PROVISIONS OF OUR CERTIFICATE OF
INCORPORATION AND BY-LAWS AND OF DELAWARE LAW. Our Board of Directors has the
authority to issue up to 800,000 shares of undesignated preferred stock and to
determine the price, the rights preferences, privileges and restrictions,
including voting and conversion rights of such shares, without any further vote
or action by our stockholders. The rights of the holders of Common Stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of preferred
stock could have the effect of making it more difficult for a third party to
acquire a majority of the outstanding voting stock. We have no current plans to
issue shares of preferred stock. Further, 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 us. Among other
things, these provisions specify advance notice requirements for stockholder
proposals and director nominations.
FOREIGN OPERATIONS AND RELATED RISKS. We conduct operations in various
foreign countries, including Australia, Belgium, Canada, France, Germany, Japan,
the Netherlands, New Zealand, Singapore, Spain and the United Kingdom. For the
year ended December 31, 1998, approximately 60% of our total revenue was earned
outside of the U.S. and collected in local currency. In addition, we generally
pay operating expenses in the corresponding local currency and will be subject
to increased risk for exchange rate fluctuations between such local currencies
and the dollar. We do not conduct any significant hedging activities.
We are also subject to taxation in foreign jurisdictions. In addition,
transactions between us and our foreign subsidiaries may be subject to 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
10
<PAGE>
limitations set forth in the Code, as well as the provisions of any tax treaties
which may exist between the U.S. and such foreign jurisdictions.
POSSIBLE VOLATILITY OF STOCK PRICE. Factors such as announcements of
variations in our quarterly financial results and fluctuations in advertising
commissions and fees, including the percentage of our of commissions and fees
derived from Internet-based services and products could cause the market price
of our Common Stock to fluctuate significantly. Further, due to the volatility
of the stock market generally, the price of our common stock could fluctuate for
reasons unrelated to our operating performance.
GOVERNMENT REGULATION. As an advertising agency which creates and places
print and Internet advertisements, we are subject to Sections 5 and 12 of the
U.S. Federal Trade Commission Act (the "FTC Act") which regulate advertising in
all media, including the Internet, and require advertisers and advertising
agencies to have substantiation for advertising claims before disseminating
advertisements. The FTC Act prohibits the dissemination of false, deceptive,
misleading, and unfair advertising, and grants the Federal Trade Commission
("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.
Further, we cannot assure you that other current or new government laws and
regulations, or the application of existing laws and regulations will not
subject us to significant liabilities, significantly dampen growth in Internet
usage, prevent us from offering certain Internet content or services or
otherwise cause a material adverse effect on our business, financial condition
or operating results.
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.
USE OF PROCEEDS
TMP will not receive any proceeds from the sale of shares of TMP stock by
the selling stockholders.
11
<PAGE>
DIVIDEND POLICY
We have never declared or paid any cash dividends on our stock. We currently
anticipate that all future earnings will be retained by TMP to support our
growth strategy. Accordingly, we do not anticipate paying cash dividends on our
stock for the foreseeable future. The payment of any future dividends will be at
the discretion of our Board of Directors and will depend upon, among other
things, future earnings, operations, capital requirements, our general financial
condition, contractual restrictions and general business conditions. Our
financing agreement prohibits the payment of dividends on our stock.
PRICE RANGE OF COMMON STOCK
Our stock is quoted on the Nasdaq National Market under the ticker symbol
"TMPW." The stock was initially offered to the public on December 12, 1996 at
$14.00 per share. The following table sets forth for the periods indicated the
high and low reported 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.............................................................. $ 70.50 $ 37.00
Second Quarter (through April 19, 1999).................................... $ 93.00 $ 62.00
<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 1,600 stockholders of record of our Common Stock on
April 19, 1999. On April 19, 1999, the last reported sale price of our stock as
reported by Nasdaq was $62.00.
12
<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>
13
<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.
14
<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, to the extent and for the periods
set forth in their reports incorporated herein by reference, and are
incorporated herein in reliance upon such reports given upon the authority of
said firm as experts in accounting and auditing. The 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 reports with respect thereto, and are incorporated herein in
reliance upon such reports given upon the authority of said firm as experts in
accounting and auditing.
15
<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 Pannell Kerr Forster, P.C.
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).
+ Previously filed.
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 April 19, 1999.
<TABLE>
<S> <C> <C>
TMP WORLDWIDE INC.
By: /s/ ANDREW J. MCKELVEY
-----------------------------------------
Andrew J. McKelvey
CHAIRMAN AND CEO
</TABLE>
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 April 19, 1999
Andrew J. McKelvey OFFICER)
*
- ------------------------------ Vice Chairman (PRINCIPAL April 19, 1999
Thomas G. Collison FINANCIAL OFFICER)
* Executive Vice President,
- ------------------------------ Chief Operating Officer April 19, 1999
James J. Treacy and Director
* Chief Financial Officer
- ------------------------------ (PRINCIPAL ACCOUNTING April 19, 1999
Roxane Previty OFFICER)
*
- ------------------------------ Director April 19, 1999
George R. Eisele
*
- ------------------------------ Director April 19, 1999
John R. Gaulding
*
- ------------------------------ Director April 19, 1999
Michael Kaufman
*
- ------------------------------ Director April 19, 1999
John Swann
</TABLE>
<TABLE>
<S> <C> <C> <C>
* /s/ ANDREW J. MCKELVEY
-------------------------
By Andrew J. McKelvey,
Attorney-in-fact
</TABLE>
II-3
<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
26, 1999, relating to the consolidated financial statements and schedule of TMP
Worldwide Inc. and Subsidiaries appearing in the Company's Annual Report on Form
10-K for the year ended December 31, 1998 and our reports dated April 15, 1999,
relating to the supplemental consolidated financial statements and schedule of
TMP Worldwide Inc. and Subsidiaries appearing on the Company's Current Report on
Form 8-K dated April 21, 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
April 20, 1999
<PAGE>
EXHIBIT 23.1(C)
The Board of Directors
Morgan & Banks Limited
Level 11, Grosvenor Place
225 George Street
SYDNEY NSW 2000
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We hereby consent to the use of our reports:
a) dated 16 June 1998, except for Note 2 of Notes to and forming part of the
Consolidated Financial Statements for which the date is 21 September 1998,
relating to the consolidated balance sheets of Morgan & Banks Limited as at
31 March 1998 and 1997, and the consolidated profit statements and cash flow
statements for each of the years in the three year period ended 31 March
1998 appearing in the Company's Current Report on Form 8-K dated 12
February, 1999; and
b) dated 15 April 1999, relating to the consolidated balance sheets of Morgan &
Banks Limited as at 31 December 1998 and 31 March 1998, and the profit
statements for the years ended 31 December 1998, 31 March 1998 and 31 March
1997, and the cash flow statements for the nine month period ended 31
December 1998 and the years ended 31 March 1998 and 31 March 1997 appearing
in the Company's Current Report on Form 8-K dated 21 April 1999;
which reports are 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
20 April 1999
Pannell Kerr Forster, P.C.
/s/ PANNELL KERR FORSTER
