<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
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>
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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. / /
- ------------------
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
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<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 983,486 $139.81 $137,501,178 $36,301
</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 $139.81, the average of the high and low prices of
the Common Stock of TMP Worldwide Inc. as reported by The Nasdaq Stock
Market on February 1, 2000.
------------------------------
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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<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 3, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
TMP WORLDWIDE INC.
983,486 SHARES OF COMMON STOCK
------------------------
TMP Worldwide Inc.'s common stock trades on the Nasdaq National Market under
the ticker symbol "TMPW." On February 2, 2000, the closing sale price of one
share of TMP's stock was $151.00.
------------------------
The stockholders of TMP Worldwide Inc. ("TMP" or the "Company") listed in
this prospectus are offering and selling an aggregate of 983,486 shares of TMP's
common stock under this prospectus. These selling stockholders obtained their
shares of TMP stock in connection with TMP's acquisition or merger with
companies owned by these selling stockholders. See "Recent Developments" for a
description of these transactions. TMP will not receive any part of the proceeds
from the sale by the selling stockholders.
------------------------
The selling stockholders may offer their TMP stock through public or private
transactions, on or off the United States exchanges, at prevailing market
prices, or at privately negotiated prices.
------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS
THAT YOU SHOULD CONSIDER BEFORE YOU INVEST IN THE SHARES BEING SOLD WITH THIS
PROSPECTUS.
---------------------
THE TMP STOCK OFFERED OR SOLD UNDER THIS PROSPECTUS HAS NOT BEEN APPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is February , 2000
<PAGE>
TABLE OF CONTENTS
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PAGE
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<S> <C>
Where You Can Find More Information......................... 2
Our Company................................................. 4
Recent Developments......................................... 7
Special Note Regarding Forward Looking Information.......... 9
Risk Factors................................................ 9
Use of Proceeds............................................. 16
Dividend Policy............................................. 17
Price Range of Common Stock................................. 17
Selling Stockholders........................................ 18
Plan of Distribution........................................ 19
Legal Opinion............................................... 19
Experts..................................................... 19
</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- ).
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999.
(c) The description of the Company's common stock contained in Item 1 of
the Company's Registration Statement on Form 8-A, dated October 16, 1996.
(d) The Company's Current Report on Form 8-K/A, dated January 11, 2000,
relating to a lawsuit filed by HotJobs.com against Digital City, Inc.
(e) The Company's Current Report on Form 8-K/A, dated January 4, 2000,
relating to the financial statements of Highland Search Group L.L.C. as of
September 30, 1999 and December 31, 1998 and for the nine months ended
September 30, 1999 and 1998 and for the year ended December 31, 1998 and the
unaudited pro forma financial statements relating to the merger between the
Company and Highland Search Group L.L.C.
(f) The Company's Current Report on Form 8-K, dated December 1, 1999,
which includes the supplemental consolidated condensed financial statements
and the supplemental consolidated financial statements relating to the
restatement of the Company's consolidated financial statements as of
September 30, 1999 and December 31, 1998 and 1997 and for the nine months
ended September 30,
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1999 and 1998 and for each of the three years in the period ended
December 31, 1998 to reflect the mergers with Highland Search Group L.L.C.
on October 21, 1999 and TMC S.r.l. on October 27, 1999, which are being
accounted for as poolings of interests.
(g) The Company's Current Report on Form 8-K, dated October 21, 1999,
relating to the announcement of the merger with the Highland Search Group
L.L.C.
(h) Pages F-1 through F-22 and pages 48-53 of the Company's Registration
Statement on Form S-4, file No. 333-82531, filed July 9, 1999 relating to
the consolidated financial statements of LAI Worldwide, Inc. as of
February 28, 1999 and 1998 and for each of the three years in the period
ended February 28, 1999 and the unaudited pro forma condensed combined
financial statements relating to the merger with LAI Worldwide, Inc.
(i) 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.
(j) 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 merger with Morgan & Banks Limited.
(k) The Company's Current Report on Form 8-K, dated February 1, 1999,
relating to the announcement of the Morgan & Banks Limited merger and the
release of the results of the Company's operations for the one month and ten
months ended October 31, 1998.
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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OUR COMPANY
THE FOLLOWING SUMMARY SHOULD BE READ IN CONJUNCTION WITH THE OTHER INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. AS USED IN THIS
PROSPECTUS, "GROSS BILLINGS" REFERS TO BILLINGS FOR ADVERTISING PLACED ON THE
INTERNET, ON OUR CAREER WEB SITES, IN NEWSPAPERS AND IN TELEPHONE DIRECTORIES BY
OUR CLIENTS, AND ASSOCIATED FEES FOR RELATED SERVICES AND FEES FOR SEARCH AND
SELECTION AND TEMPORARY CONTRACTING SERVICES. WE EARN COMMISSIONS BASED ON A
PERCENTAGE OF THE BILLING FOR MEDIA ADVERTISING PURCHASED IN TRADITIONAL MEDIA
AS WELL AS ON THIRD PARTY WEB SITES AT A RATE ESTABLISHED BY THE RELATED
PUBLISHER AND ASSOCIATED FEES FOR RELATED SERVICES. AS A RESULT, THE TRENDS IN
OUR GROSS BILLINGS DIRECTLY AFFECT OUR COMMISSIONS AND FEES. ALL AMOUNTS
REFERRED TO BELOW REFLECT THE AMOUNTS DISCLOSED IN OUR SUPPLEMENTAL CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS AND OUR SUPPLEMENTAL CONSOLIDATED FINANCIAL
STATEMENTS INCLUDED IN OUR CURRENT REPORT ON FORM 8-K DATED DECEMBER 1, 1999.
"WE," "US" AND "OUR," WHEN USED IN THIS PROSPECTUS, REFER TO TMP WORLDWIDE INC.
We have built Monster.com(SM) (http://www.monster.com) into the Internet's
leading career destination portal. We are also one of the world's largest
recruitment advertising agencies and one of the world's largest executive search
and selection firms. In addition to offering these career solutions, we are the
world's largest yellow page advertising agency. We have more than 31,000
clients, including over 90 of the Fortune 100 and over 450 of the Fortune 500
companies.
Job seekers look to manage their careers through us by posting their resumes
on Monster.com(SM), by searching Monster.com's(SM) database of over 265,000 paid
job postings, either directly or through the use of customized job search
agents, and by utilizing our extensive career resources. In addition, employers,
who are our clients, look to us to help them find the right employee, whether
they are searching for an entry level candidate or a CEO, which we refer to as
our "intern to CEO" strategy. We believe the Internet offers a substantial
opportunity for us to grow our revenue. We believe our growth will primarily
come from strengthening our leadership position in the online recruitment
market, which is estimated by Forrester Research to grow from $105 million in
1998 to $1.7 billion in 2003, with additional revenue growth opportunities from
the $8 billion executive search and selection market, the $13 billion global
recruitment advertising market, the $130 billion temporary contracting market
and the more than $100 billion which third parties estimate corporations spend
on unassisted recruiting activities. Our strategies to address this opportunity
are to:
- continue to promote the Monster.com(SM) brand through online and
traditional advertising and select alliances or affiliations
- leverage our more than 5,100 client service, marketing and creative
personnel to expand Monster.com(SM)
- continue to pursue strategic acquisitions
OUR SERVICES
MONSTER.COM(SM). Monster.com(SM) (http://www.monster.com), the flagship of
our Internet properties, is the nucleus of our intern to CEO strategy. In
December 1999:
- Neilson I/Pro reported that Monster.com(SM) attracted more than 9.0
million visitors who spent an average of over 13.5 minutes per visit
- Media Metrix reported that 3.4% of the U.S. Internet population visited
Monster.com(SM) and that an average of 31.1 unique pages were viewed by
each visitor
- Based on Media Metrix statistics, Monster.com(SM) reported a power ranking
of 106.1 (reach of 3.4 multiplied by average page views of 31.1), compared
to 27.9 for its closest competitor and 66.4 for its six closest
competitors combined
We believe that the power ranking is significant because, by taking into
account reach and page views, it indicates the products' recognition by and
usefulness to job seekers. As a result, through Monster.com(SM),
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our clients have access to over 2.4 million unique resumes of which 1.6 million
are active, and our resume database is growing by an average of more than 6,000
resumes daily. To attract job seekers to Monster.com(SM), we continue to refine
and refresh the site by introducing value-added features. For example, we have
5.3 million My Monster accounts, which allow our job seekers to manage their
careers online and 1.7 million job search agents, which allow our job seekers to
express their specific job preferences and receive e-mail notification of job
matches. We have also recently introduced Monster Talent Market, which allows
independent contractor professionals to offer their services to the highest
bidder. We believe our clients have recognized the value of online recruitment,
as evidenced by the more than 265,000 paid job postings currently on
Monster.com(SM).
Although Monster.com(SM) had 600,000 more unique visitors than its nearest
competitor in December 1999, as reported by Media Metrix, we continually look
for ways to drive and retain site traffic. To that end, in December 1999, we
entered into a content and marketing agreement with America Online, Inc.
whereby, for the payment of $100 million over four years, Monster.com(SM) will
be the exclusive provider for four years in the United States and Canada of
career search services to 21 million AOL users across seven AOL brands: AOL, AOL
Canada, Compuserve, ICQ, AOL.com, Netscape and Digital City. We believe that
this agreement has the potential to drive a substantial amount of increased
traffic and new users to Monster.com-SM-. We also customize Monster.com(SM), in
both language and content, for other countries. Currently, local versions of
Monster.com(SM) operate in Canada, the United Kingdom, the Netherlands,
Australia, Belgium, France, Singapore and New Zealand. For the nine months ended
September 30, 1999, Monster.com(SM) generated approximately $66.9 million in
gross billings and $66.2 million in commissions and fees. Our total Internet
gross billings and Internet commissions and fees for this period were $93.7
million and $83.0 million, respectively, reflecting the inclusion of amounts
from Internet related services from our traditional recruitment and yellow page
advertising clients, as well as from searches for permanent employees and
temporary contracting services identified and screened through the Internet,
which were $8.5 million, $3.2 million, $4.0 million and $0.9 million,
respectively.
RECRUITMENT ADVERTISING. We prospect talent for our clients through
traditional recruiting programs that sell, market and brand employers to job
seekers searching for entry level positions to positions paying up to $100,000,
annually. We provide a broad range of recruitment advertising services
including:
- planning and producing advertising campaigns
- media research, planning and buying in both traditional media and on the
Internet
- planning and executing on-campus recruitment programs
SEARCH AND SELECTION. We offer an advanced and comprehensive range of
search and selection services aimed at identifying the appropriate professional
or executive from mid-level to CEO for our clients. Executive search identifies
senior executives who typically earn in excess of $250,000 annually, while
selection identifies mid-level professionals or executives, who typically earn
between $70,000 and $150,000, annually. We entered the executive search field in
1998 because recruitment and online advertising traditionally did not target the
senior executive candidate. Our specialized search and selection services
include:
- identification of candidates
- competency measurement
- assessment of candidate/company cultural fit
- transaction negotiation and closure
With the addition of our executive search services, we believe that we can now
accommodate all of our clients' employee recruitment needs. We also believe that
our search and selection services will help to broaden the universe of both job
seekers and employers who utilize Monster.com(SM).
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YELLOW PAGE ADVERTISING. We develop yellow page marketing programs for
national accounts, which are clients who sell products or services in multiple
markets. The national segment of the U.S. yellow page advertising market was
approximately $1.9 billion in 1998. During the period of 1990 through 1998, the
market grew at a compound annual 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 850 people provides an
important competitive advantage in marketing and executing yellow page
advertising programs.
We take a proactive approach to yellow page advertising by undertaking
original research on the efficacy of the medium, and by working to quantify the
effectiveness of individual advertising campaigns. 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%.
For the year ended December 31, 1998 and the nine months ended
September 30, 1999, respectively, our gross billings were $1.7 billion and
$1.4 billion, total commissions and fees were $657.5 million and
$561.5 million, net income (loss) was $20.5 million and $(4.9) million and
EBITDA was $79.1 million and $32.6 million.
Our executive offices are located at 1633 Broadway, New York, New York
10019, our telephone number is (212) 977-4200 and our Internet address is
http://www.tmpw.com.
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RECENT DEVELOPMENTS
STOCK SPLIT
On January 11, 2000, we declared a 2 for 1 stock split, payable on
February 29, 2000 to stockholders of record as of the close of business on
February 16, 2000.
PUBLIC OFFERING
On February 2, 2000, we completed a public offering of 4 million shares of
our common stock at an offering price of $154.625 per share. This offering
resulted in net proceeds of approximately $600 million. We intend to use
approximately $100 million of these proceeds to repay debt and the remainder for
general corporate purposes.
MERGERS AND ACQUISITIONS
During the period from October 1, 1999 through January 31, 2000, we
completed the following mergers and acquisitions:
AZ CONSULTORES S.L.
On November 24, 1999, we issued 5,626 shares of our common stock in a
private placement transaction in exchange for all the outstanding stock of AZ
Consultores S.L., a Spanish corporation. This acquisition was accounted for as a
purchase.
CEPEC CONSULTING LIMITED
On November 23, 1999, we issued 18,446 shares of our common stock in a
private placement transaction in exchange for all the outstanding stock of Cepec
Consulting Limited, a company incorporated under the laws of the United Kingdom.
This acquisition was accounted for as a purchase.
COWLES MITCHELL BEADON
On November 18, 1999, we issued 11,088 shares of our common stock in a
private placement transaction in exchange for all the outstanding stock of
Cowles Mitchell Beadon, a New Zealand corporation. This acquisition was
accounted for as a purchase.
HIGHLAND SEARCH GROUP L.L.C.
On October 21, 1999, we issued 699,333 shares of our common stock in a
private placement transaction in exchange for all the outstanding membership
interests of Highland Search Group L.L.C., a Delaware Limited Liability Company.
This merger was accounted for as a pooling-of-interests. Furthermore, throughout
October and November 1999, we issued an aggregate of 160,120 shares of our
common stock to the employees of Highland Search Group L.L.C. in a private
placement transaction.
HUMAN FACTORS GROUP
On January 31, 2000, we issued 4,657 shares of our common stock in a private
placement transaction in exchange for substantially all of the assets of Human
Factors Group, an Ohio limited liability company. This acquisition was accounted
for as a purchase.
7
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POSTAL WORKS
On December 1, 1999, we issued 20,000 shares of our common stock in a
private placement transaction in exchange for substantially all of the assets of
Postal Works, a New York general partnership. This acquisition was accounted for
as a purchase.
TMC S.R.L.
On October 27, 1999, we issued 59,277 shares of our common stock in a
private placement transaction in exchange for all of the outstanding stock of
TMC S.r.l., an Italian corporation. This merger was accounted for as a
pooling-of-interests.
OTHER
On December 10, 1999, we issued 4,939 shares of our common stock in a
private placement transaction as an adjustment to the purchase price of our
merger with Fox Advertising Inc.
8
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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This prospectus includes or incorporates forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. You can identify these forward-looking
statements by our use of the words "believes," "anticipates," "plans,"
"expects," "may," "will," "would," "intends," "estimates," and similar
expressions, whether in the negative or affirmative. We cannot guarantee that we
actually will achieve these plans, intentions or expectations. Actual results or
events could differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements we make. We have included important
factors in the cautionary statements in this prospectus, particularly under the
heading "Risk Factors," that we believe could cause our actual results to differ
materially from the forward-looking statements that we make. The forward-looking
statements do not reflect the potential impact of any future acquisitions,
mergers or dispositions. We do not assume any obligation to update any
forward-looking statement we make.
RISK FACTORS
BEFORE YOU INVEST IN OUR COMMON 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 COMMON STOCK.
WE MAY NOT BE ABLE TO MANAGE OUR GROWTH
Our business has grown rapidly in recent periods. As an example, we
completed 80 mergers and acquisitions from January 1, 1996 through October 31,
1999. We entered the executive search field in 1998 and we believe that our
recent acquisition of LAI Worldwide, Inc. has made us one of the largest
executive search firms in the world. This growth of our business has placed a
significant strain on our management and operations. Our expansion has resulted,
and is expected in the future to result, in substantial growth in the number of
our employees. In addition, this growth is expected to result in increased
responsibility for both existing and new management personnel and incremental
strain on our existing operations, financial and management information systems.
Our success depends to a significant extent on the ability of our executive
officers and other members of senior management to operate effectively both
independently and as a group. If we are not able to manage existing or
anticipated growth, our business, financial condition and operating results will
be materially adversely affected.
OUR SUCCESS DEPENDS ON THE VALUE OF OUR BRANDS, PARTICULARLY MONSTER.COM(SM)
Our success depends on our brands and their value. Our business would be
adversely affected if we were unable to adequately protect our brand names
particularly Monster.com(SM). We are also susceptible to others imitating our
products, particularly Monster.com(SM), and infringing our intellectual property
rights. We may not be able to successfully protect our intellectual property
rights, upon which we are materially dependent. In addition, the laws of many
foreign countries do not protect intellectual property rights to the same extent
as the laws of the United States. Imitation of our products, particularly
Monster.com(SM), or infringement of our intellectual property rights could
diminish the value of our brands or otherwise adversely affect our revenues.
WE DEPEND ON TRADITIONAL MEDIA
A substantial portion of our total commissions and fees comes from designing
and placing recruitment advertisements in traditional media such as newspapers
and trade publications. This business constituted approximately 27.0% and 24.0%
of our total commissions and fees for the year ended December 31, 1998 and the
nine months ended September 30, 1999, respectively. We also receive a
substantial portion of our commissions and fees from placing advertising in
yellow page directories. This business constituted approximately 16.2% and 14.2%
of total commissions and fees for the year ended December 31, 1998 and
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the nine months ended September 30, 1999, respectively. We cannot assure you
that the total commissions and fees we receive in the future will equal the
total commissions and fees which we have received in the past.
In addition, new media, like the Internet, may cause yellow page directories
and other forms of traditional media to become less desirable forms of
advertising media. If we are not able to generate Internet advertising fees to
offset any decrease in commissions from traditional media, our business,
financial condition and operating results will be materially adversely affected.
THE ACCEPTANCE AND EFFECTIVENESS OF INTERNET ADVERTISING IS UNPROVEN
Use of the Internet by consumers is at an early stage of development, and
market acceptance of the Internet as a medium for information, entertainment,
commerce and advertising remains subject to a high level of uncertainty. Most of
our clients have only limited experience with the Internet as an advertising
medium and 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 allocate or continue to allocate portions of their budgets to
Internet-based advertising. If Internet-based advertising is not widely accepted
by our clients, our business, financial condition and operating results,
including our expected rate of commissions and fees growth, will be materially
adversely affected. Although we generated Internet gross billings of $56.7
million and commissions and fees of $50.2 million for the year ended December
31, 1998 and Internet gross billings of $93.7 million and commissions and fees
of $82.9 million for the nine months ended September 30, 1999, our Internet
gross billings and commissions and fees as a percentage of total commissions and
fees for the year ended December 31, 1998 and the nine months ended September
30, 1999 were 3.2% and 7.6% and 6.7% and 14.8%, respectively, and we cannot
assure you that we will generate substantial Internet-based commissions and fees
in the future.
WE FACE RISKS RELATING TO DEVELOPING TECHNOLOGY, INCLUDING THE INTERNET
The market for Internet products and services is characterized by rapid
technological developments, frequent new product introductions and evolving
industry standards. The emerging character of these products and services and
their rapid evolution will require our continuous improvement in performance,
features and reliability of our Internet content, particularly in response to
competitive offerings. We cannot assure you that we will be successful in
responding quickly, cost effectively and sufficiently to these developments. In
addition, the widespread adoption of new Internet technologies or standards
could require us to make substantial expenditures to modify or adapt our Web
sites and services. This could affect our business, financial condition and
operating results. New Internet services or enhancements which we have offered
or may offer in the future may contain design flaws or other defects that could
require expensive modifications or result in a loss of client confidence. Any
disruption in Internet access or in the Internet generally could have a material
adverse effect on our business, financial condition and operating results.
WE ARE VULNERABLE TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS BROUGHT AGAINST
US BY OTHERS
Successful intellectual property infringement claims against us could result
in monetary liability or a material disruption in the conduct of our business.
We cannot be certain that our products, content and brand names do not or will
not infringe valid patents, copyrights or other intellectual property rights
held by third parties. We expect that infringement claims in our markets will
increase in number as more participants enter the markets. We may be subject to
legal proceedings and claims from time to time relating to the intellectual
property of others in the ordinary course of our business. We may incur
substantial expenses in defending against these third party infringement claims,
regardless of their merit.
In April 1999, Monster Cable Products, Inc. commenced a civil action against
us claiming, among other things, trademark infringement for our use of the
Monster.com name. Although our trademark
10
<PAGE>
counsel believes the action to be without merit, we are currently engaged in
settlement discussions. There can be no assurance, however, as to the ultimate
disposition of this claim.
POTENTIAL IMPACT OF THIRD-PARTY LITIGATION ON OUR AGREEMENT WITH AOL
On December 1, 1999, Monster.com entered into a content and marketing
agreement with AOL pursuant to which, for the payment of $100 million over four
years. Monster.com will be the exclusive provider for four years in the United
States and Canada of career search services to 21 million AOL users across seven
AOL brands: AOL, AOL Canada, Compuserve, ICQ, AOL.com, Netscape and Digital
City.
Subsequent to this date, Digital City, Inc. ("DCI"), a subsidiary of AOL,
sent notice of termination of an advertising agreement with HotJobs.com.,
pursuant to which HotJobs could purchase certain advertisements from DCI and
promote its content on DCI and other AOL properties (the "HotJobs Agreement").
By its terms, the HotJobs Agreement was to terminate on November 14, 2000.
HotJobs objected to the termination and on December 20, 1999, commenced a
lawsuit against DCI asking, among other things, that the Court compel DCI to
perform its obligations under the HotJobs Agreement and enjoin DCI from entering
into an exclusive agreement with any competitor of HotJobs. On December 30,
1999, HotJobs filed a motion for temporary and permanent injunction with the
Court seeking such relief, which we believe will be heard on January 31, 2000.
On January 7, 2000, Monster.com received an ex parte Order from a Massachusetts
state court to produce certain documents which Order was withdrawn after
Monster.com agreed to produce a limited number of documents. On January 14,
2000, DCI filed an initial pleading requesting that the lawsuit be dismissed. On
January 21, 2000, we were advised that DCI filed its papers in opposition to the
motion but that the Court directed the papers be filed under seal. On
January 27, 2000, redacted versions of DCI's memorandum of law in opposition to
the motion, and HotJobs' reply memorandum of law were made publicly available.
DCI in its papers asserts various defenses to HotJobs' motion. Although we can
give no assurance, we believe that the lawsuit will have no negative effect on
our rights to supply the career search services as specified in our agreement
with AOL.
COMPUTER VIRUSES MAY CAUSE OUR SYSTEMS TO INCUR DELAYS OR INTERRUPTIONS
Computer viruses may cause our systems to incur delays or other service
interruptions and could damage our reputation and have a material adverse effect
on our business, financial condition and operating results. The inadvertent
transmission of computer viruses could expose us to a material risk of loss or
litigation and possible liability. Moreover, if a computer virus affecting our
system is highly publicized, our reputation could be materially damaged and our
visitor traffic may decrease.
INTERNET USERS MAY NOT ACCEPT OUR INTERNET CONTENT
Our future growth depends in part on our ability to attract Internet users
who are valuable to our advertising clients. This in turn depends on our ability
to deliver original and compelling services to these Internet users. We cannot
assure you that our content will be attractive to enough Internet users to
generate material advertising commissions and fees. We also cannot assure you
that we will be able to anticipate, monitor and successfully respond to rapidly
changing consumer tastes and preferences to continue to attract a sufficient
number of Internet users to our Web sites.
Internet users can freely navigate and instantly switch among a large number
of Web sites, many of which offer original content. It is difficult for us to
distinguish our content and attract users. In addition, many other Web sites
offer very specific, highly targeted content. These sites could have greater
appeal than our sites to particular groups within our target audience.
WE FACE RISKS ASSOCIATED WITH OUR ACQUISITION STRATEGY
We expect our growth to continue, in part, by acquiring businesses. The
success of this strategy depends upon several factors, including:
11
<PAGE>
- the continued availability of financing;
- our ability to identify and acquire businesses on a cost-effective basis;
- our ability to integrate acquired personnel, operations, products and
technologies into our organization effectively; and
- our ability to retain and motivate key personnel and to retain the clients
of acquired firms.
We cannot assure you that financing for acquisitions will be available on
terms we find acceptable, or that we will be able to identify or consummate new
acquisitions, or manage and integrate our recent or future expansions
successfully. Any inability to do so would materially adversely affect our
business, financial condition and operating results. We also cannot assure you
that we will be able to sustain the rates of growth that we have experienced in
the past.
OUR MARKETS ARE HIGHLY COMPETITIVE
The markets for our services are highly competitive. They are characterized
by pressures to:
- reduce prices;
- incorporate new capabilities and technologies; and
- accelerate job completion schedules.
Furthermore, we face competition from a number of sources. These sources
include:
- national and regional advertising agencies;
- Internet portals;
- specialized and integrated marketing communication firms;
- traditional media companies;
- executive search firms; and
- search and selection firms.
In addition, many advertising agencies and publications have started either
to internally develop or acquire new media capabilities, including Internet. We
are also competing with established companies that provide integrated
specialized services like Web advertising services or Web site design, and are
technologically proficient. Many of our competitors or potential competitors
have long operating histories, and some may have greater financial, management,
technological development, sales, marketing and other resources than we do. In
addition, our ability to maintain our existing clients and attract new clients
depends to a large degree on the quality of our services and our reputation
among our clients and potential clients.
We have no significant proprietary technology that would preclude or inhibit
competitors from entering the online advertising, executive search, recruitment
advertising, or yellow page advertising markets. We cannot assure you that
existing or future competitors will not develop or offer services and products
which provide significant performance, price, creative or other advantages over
our services. This could have a material adverse effect on our business,
financial condition and operating results.
OUR OPERATING RESULTS FLUCTUATE FROM QUARTER TO QUARTER
Our quarterly operating results have fluctuated in the past and may
fluctuate in the future. These fluctuations are a result of a variety of
factors, including:
- the timing of acquisitions;
- the timing of yellow page directory closings, the largest number of which
currently occur in the third quarter; and
12
<PAGE>
- the receipt of additional commissions, from yellow page publishers for
achieving a specified volume of advertising, which are typically reported
in the fourth quarter.
Generally our quarterly commissions and fees earned from recruitment
advertising tend to be highest in the first quarter and lowest in the fourth
quarter. Additionally, recruitment advertising commissions and fees tend to be
more cyclical than yellow page commissions and fees. To the extent that a
significant percentage of our commissions and fees are derived from recruitment
advertising, our operating results may be subject to increased cyclicality.
EFFECT OF GLOBAL ECONOMIC FLUCTUATIONS
Demand for our services is significantly affected by the general level of
economic activity in the regions and industries in which we operate. When
economic activity slows, many companies hire fewer permanent employees.
Therefore, a significant economic downturn, especially in regions or industries
where our operations are heavily concentrated, could have a material adverse
effect on our business, financial condition and operating results. Further, we
may face increased pricing pressures during such periods. There can be no
assurance that during these periods our results of operations will not be
adversely affected.
WE DEPEND ON OUR CONSULTANTS
The success of our executive search business depends upon our ability to
attract and retain consultants who possess the skills and experience necessary
to fulfill our clients' executive search needs. Competition for qualified
consultants is intense. We believe that we have been able to attract and retain
highly qualified, effective consultants as a result of our reputation and our
performance-based compensation system. Consultants have the potential to earn
substantial bonuses based on the amount of revenue they generate by:
- obtaining executive search assignments;
- executing search assignments; and
- assisting other consultants to obtain or complete executive search
assignments.
Bonuses represent a significant proportion of consultants' total
compensation. Any diminution of our reputation could impair our ability to
retain existing or attract additional qualified consultants. Our inability to
attract and retain qualified consultants could have a material adverse effect on
our executive search business, financial condition and operating results.
OUR CONSULTANTS MAY DEPART WITH EXISTING EXECUTIVE SEARCH CLIENTS
The success of our executive search business depends upon the ability of our
consultants to develop and maintain strong, long-term relationships with
clients. Usually, one or two consultants have primary responsibility for a
client relationship. When a consultant leaves an executive search firm and joins
another, clients that have established relationships with the departing
consultant may move their business to the consultant's new employer. The loss of
one or more clients is more likely to occur if the departing consultant enjoys
widespread name recognition or has developed a reputation as a specialist in
executing searches in a specific industry or management function. Historically,
we have not experienced significant problems in this area. However, a failure to
retain our most effective consultants or maintain the quality of service to
which our clients are accustomed could have a material adverse effect on our
business, financial condition and operating results. Also, the ability of a
departing consultant to move business to his or her new employer could have a
material adverse effect on our business, financial condition and operating
results.
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<PAGE>
WE FACE RISKS MAINTAINING OUR PROFESSIONAL REPUTATION AND BRAND NAME
Our ability to secure new executive search engagements and hire qualified
professionals is highly dependent upon our overall reputation and brand name
recognition as well as the individual reputations of our professionals. We
obtain a majority of our new engagements from existing clients or from referrals
by existing clients. Therefore, the dissatisfaction of any client could have a
disproportionate, adverse impact on our ability to secure new engagements. Any
factor that diminishes our reputation or the reputation of any of our personnel
could make it more difficult for us to compete successfully for both new
engagements and qualified consultants. This could have an adverse effect on our
executive search business, financial condition and operating results.
WE FACE RESTRICTIONS IMPOSED BY BLOCKING ARRANGEMENTS
Either by agreement with clients or for marketing or client relationship
purposes, executive search firms frequently refrain, for a specified period of
time, from recruiting certain employees of a client, and possibly other entities
affiliated with such client, when conducting executive searches on behalf of
other clients. This is known as a "blocking" arrangement. Blocking arrangements
generally remain in effect for one or two years following completion of an
assignment. The actual duration and scope of any blocking arrangement, including
whether it covers all operations of a client and its affiliates or only certain
divisions of a client, generally depends on such factors as:
- the length of the client relationship;
- the frequency with which the executive search firm has been engaged to
perform executive searches for the client; and
- the number of assignments the executive search firm has generated or
expects to generate from the client.
Some of our executive search clients are recognized as industry leaders and/or
employ a significant number of qualified executives who are potential candidates
for other companies in that client's industry. Blocking arrangements with a
client of this nature, or the awareness by a client's competitors of such an
arrangement, may make it difficult for us to obtain executive search assignments
from, or to fulfill executive search assignments for, competitors while
employees of that client may not be solicited. As our client base grows,
particularly in our targeted business sectors, blocking arrangements
increasingly may impede our growth or ability to attract and serve new clients.
This could have an adverse effect on our executive search business, results of
operations and financial condition.
WE FACE RISKS RELATING TO OUR FOREIGN OPERATIONS
We conduct operations in various foreign countries, including Australia,
Belgium, Canada, France, Germany, Japan, the Netherlands, New Zealand,
Singapore, Spain and the United Kingdom. In 1998 and the nine months ended
September 30, 1999, approximately 44.0% and 46.0% of our total commissions and
fees were earned outside of the United States. Such amounts are collected in the
local currency. In addition, we generally pay operating expenses in the
corresponding local currency. Therefore, we are at risk for exchange rate
fluctuations between such local currencies and the dollar. We do not conduct any
significant hedging activities.
We are also subject to taxation in foreign jurisdictions. In addition,
transactions between us and our foreign subsidiaries may be subject to United
States and foreign withholding taxes. Applicable tax rates in foreign
jurisdictions differ from those of the United States, and change periodically.
The extent, if any, to which we will receive credit in the United States for
taxes we pay in foreign jurisdictions will depend upon the application of
limitations set forth in the Internal Revenue Code of 1986, as well as the
provisions of any tax treaties which may exist between the United States and
such foreign jurisdictions.
14
<PAGE>
Other risks inherent in transacting foreign operations include changes in
applicable laws and regulatory requirements, tariffs and other trade barriers
and political instability.
WE DEPEND ON OUR KEY PERSONNEL
Our continued success will depend to a significant extent on our senior
management, including Andrew J. McKelvey, our Chairman of the Board and CEO. The
loss of the services of Mr. McKelvey or of one or more key employees could have
a material adverse effect on our business, financial condition and operating
results. In addition, if one or more key employees join a competitor or form a
competing company, the resulting loss of existing or potential clients could
have a material adverse effect on our business, financial condition and
operating results. If we were to lose a key employee, we cannot assure you that
we would be able to prevent the unauthorized disclosure or use of our
procedures, practices, new product development or client lists.
WE ARE CONTROLLED BY A PRINCIPAL STOCKHOLDER
Andrew J. McKelvey beneficially owns all of our outstanding Class B common
stock and 10,886,564 shares of our common stock, which together represent
approximately 52.5% of the combined voting power of all classes of our voting
stock. Mr. McKelvey can direct the election of all of the members of our board.
He can also exercise a controlling influence over our business and affairs. This
includes any determinations with respect to mergers or other business
combinations, the acquisition or disposition of our assets, whether or not we
incur indebtedness, the issuance of any additional common stock or other equity
securities and the payment of dividends with respect to common stock. Similarly,
Mr. McKelvey may determine matters submitted to a vote of our stockholders
without the consent of our other stockholders and he has the power to prevent a
change of control.
EFFECTS OF ANTI-TAKEOVER PROVISIONS COULD INHIBIT OUR ACQUISITION
Some of the provisions of our certificate of incorporation, bylaws and
Delaware law could, together or separately:
- discourage potential acquisition proposals;
- delay or prevent a change in control; and
- limit the price that investors might be willing to pay in the future for
shares of our common stock.
In particular, our board of directors may issue up to 800,000 shares of
preferred stock with rights and privileges that might be senior to our common
stock, without the consent of the holders of the common stock. Our certificate
of incorporation and bylaws provide, among other things, for advance notice of
stockholder proposals and director nominations.
THERE MAY BE VOLATILITY IN OUR STOCK PRICE
The market for our common stock has, from time to time, experienced extreme
price and volume fluctuations. Factors such as announcements of variations in
our quarterly financial results and fluctuations in advertising commissions and
fees, including the percentage of our commissions and fees derived from
Internet-based services and products could cause the market price of our common
stock to fluctuate significantly. Further, due to the volatility of the stock
market generally, the price of our common stock could fluctuate for reasons
unrelated to our operating performance.
The market price of our common stock is based in large part on professional
securities analysts' expectations that our business will continue to grow and
that we will achieve certain levels of net income. If our financial performance
in a particular quarter does not meet the expectations of securities analysts,
this may adversely affect the views of those securities analysts concerning our
growth potential and future
15
<PAGE>
financial performance. If the securities analysts who regularly follow our
common stock lower their ratings of our common stock or lower their projections
for our future growth and financial performance, the market price of our common
stock is likely to drop significantly.
WE FACE RISKS ASSOCIATED WITH GOVERNMENT REGULATION
As an advertising agency which creates and places print and Internet
advertisements, we are subject to Sections 5 and 12 of the U.S. Federal Trade
Commission Act. These sections regulate advertising in all media, including the
Internet, and require advertisers and advertising agencies to have
substantiation for advertising claims before disseminating advertisements. The
FTC Act prohibits the dissemination of false, deceptive, misleading, and unfair
advertising, and grants the Federal Trade Commission enforcement powers to
impose and seek civil penalties, consumer redress, injunctive relief and other
remedies upon advertisers and advertising agencies which disseminate prohibited
advertisements. Advertising agencies like us are subject to liability under the
FTC Act if the agency actively participated in creating the advertisement, and
knew or had reason to know that the advertising was false or deceptive.
In the event that any advertising that we have created is found to be false,
deceptive or misleading, the FTC Act could potentially subject us to liability.
The fact that the FTC has recently brought several actions charging deceptive
advertising via the Internet, and is actively seeking new cases involving
advertising via the Internet, indicates that the FTC Act could pose a somewhat
higher risk of liability to the advertising distributed via the Internet. The
FTC has never brought any actions against us.
In addition, we cannot assure you that other current or new government laws
and regulations, or the application of existing laws and regulations will not:
- subject us to significant liabilities;
- significantly dampen growth in Internet usage;
- prevent us from offering certain Internet content or services; or
- otherwise have a material adverse effect on our business, financial
condition and operating results.
WE HAVE NEVER PAID DIVIDENDS
We currently intend to retain earnings, if any, to support our growth
strategy. We do not anticipate paying dividends on our stock in the foreseeable
future. In addition, payment of dividends on our stock is restricted by our
financing agreement.
USE OF PROCEEDS
TMP will not receive any proceeds from the sale of shares of TMP stock by
the selling stockholders.
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<PAGE>
DIVIDEND POLICY
We have never declared or paid any cash dividends on our stock. We currently
anticipate that all future earnings will be retained by TMP to support our
growth strategy. Accordingly, we do not anticipate paying cash dividends on our
stock for the foreseeable future. The payment of any future dividends will be at
the discretion of our Board of Directors and will depend upon, among other
things, future earnings, operations, capital requirements, our general financial
condition, contractual restrictions and general business conditions. Our
financing agreement prohibits the payment of dividends on our stock.
PRICE RANGE OF COMMON STOCK
Our stock is quoted on the Nasdaq National Market under the ticker symbol
"TMPW." The stock was initially offered to the public on December 12, 1996 at
$14.00 per share. The following table sets forth for the periods indicated the
high and low reported closing sale prices per share for our stock as reported by
Nasdaq.
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, 2000 HIGH LOW
- ----------------------------- -------- --------
<S> <C> <C>
First Quarter (through February 2)........................ $173.00 $121.00
<CAPTION>
YEAR ENDING DECEMBER 31, 1999 HIGH LOW
- ----------------------------- -------- --------
<S> <C> <C>
First Quarter............................................. $ 69.88 $ 39.00
Second Quarter............................................ $ 89.38 $ 43.00
Third Quarter............................................. $ 65.63 $ 44.13
Fourth Quarter............................................ $160.31 $ 50.00
<CAPTION>
YEAR ENDED DECEMBER 31, 1998 HIGH LOW
- ---------------------------- -------- --------
<S> <C> <C>
First Quarter............................................. $ 32.62 $ 21.25
Second Quarter............................................ $ 34.88 $ 25.50
Third Quarter............................................. $ 38.88 $ 27.88
Fourth Quarter............................................ $ 42.00 $ 20.50
</TABLE>
There were approximately 1,400 stockholders of record of our Common Stock on
February 2, 2000. On February 2, 2000, the last reported sale price of our stock
as reported by Nasdaq was $151.00.
17
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth information as of February 3, 2000, 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.
The shares offered hereby were acquired or may be acquired by the selling
stockholders from TMP pursuant to the acquisition of or merger with companies
owned by such selling stockholders or pursuant to stock bonus arrangements
entered into in connection therewith. No selling stockholder owns more than one
percent of the outstanding Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
OF COMMON STOCK NUMBER OF SHARES OF COMMON STOCK
BENEFICIALLY OWNED OF COMMON STOCK BENEFICIALLY OWNED
SELLING STOCKHOLDER PRIOR TO OFFERING REGISTERED HEREIN AFTER OFFERING (1)
- ------------------- ------------------------- ------------------------- ------------------
<S> <C> <C> <C>
Sean Coleridge Beadon......................... 3,696 3,696 0
Julja Bruce................................... 500 500 0
Michael P. Castine............................ 153,853 153,853 0
James Cervone................................. 27,974 27,974 0
Peter Chislett................................ 9,474 9,474 0
Richard Terry Chislett........................ 1,052 1,052 0
Jerry Corbier................................. 1,940 1,940 0
Mario V. Corrias.............................. 15,066 15,066 0
Simon Williams Cowles......................... 3,696 3,696 0
Rick DeCanio.................................. 417 417 0
Mario Marco DeGasperi......................... 15,066 15,066 0
Willam Fello.................................. 13,338 13,338 0
Maureen E. Finley............................. 500 500 0
Bridget Flint................................. 18,446 18,446 0
Christine Fulton.............................. 7,503 7,503 0
Antonio Nunez Garcia.......................... 2,907 2,907 0
Nancy Gartlan................................. 500 500 0
Charles Gerhold............................... 1,940 1,940 0
J. Michael Harding............................ 777 777 0
Dawn Hauer.................................... 500 500 0
Joseph T. Healey.............................. 18,756 18,756 0
George L. Holzberger.......................... 80,423 80,423 0
Tanya Isler................................... 500 500 0
Laurie J. Jones............................... 667 667 0
Janine Knight................................. 333 333 0
Keith Legins.................................. 9,474 9,474 0
Michael E. Liebowitz.......................... 122,383 122,383 0
Kirsty McAlpine............................... 33,344 33,344 0
Christine McCann.............................. 5,002 5,002 0
John Stewart Mitchel.......................... 3,696 3,696 0
Richard Moore................................. 33,344 33,344 0
Carol Morley.................................. 16,672 16,672 0
Aldo Neuberger................................ 15,066 15,066 0
Melissa Norris................................ 5,002 5,002 0
Akila Osakwe.................................. 83 83 0
Jan Patschke.................................. 4,939 4,939 0
Isabel Martin Perez........................... 844 844 0
James L. Phillips............................. 111,893 111,893 0
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
OF COMMON STOCK NUMBER OF SHARES OF COMMON STOCK
BENEFICIALLY OWNED OF COMMON STOCK BENEFICIALLY OWNED
SELLING STOCKHOLDER PRIOR TO OFFERING REGISTERED HEREIN AFTER OFFERING (1)
- ------------------- ------------------------- ------------------------- ------------------
<S> <C> <C> <C>
Christine Pisani.............................. 501 501 0
Steven B. Potter.............................. 202,807 202,807 0
Susannah Pringle.............................. 1,250 1,250 0
Jill Niemcyk Smith............................ 7,503 7,503 0
Susanna B. Stefani............................ 14,079 14,079 0
Glenn Stevens................................. 417 417 0
Bradly Stirn.................................. 12,504 12,504 0
Caroline Terrence............................. 50 50 0
Tracey Thibodeau.............................. 50 50 0
Rosario Gil Tienda............................ 1,875 1,875 0
Melissa Tozar................................. 167 167 0
Deidre Tully.................................. 167 167 0
Ellen Walsh................................... 500 500 0
Elizabeth Weedon.............................. 50 50 0
</TABLE>
- ------------------------
(1) Assumes that all shares offered by each selling stockholder are sold in this
offering.
PLAN OF DISTRIBUTION
The selling stockholders may offer their shares at various times in one or
more transactions on the Nasdaq National Market, in special offerings, exchange
distributions, secondary distributions, negotiated transactions, or a
combination of such. They may sell at market prices at the time of sale, at
prices related to the market price or at negotiated prices. The selling
stockholders may use broker-dealers to sell their shares. If this happens,
broker-dealers will either receive discounts or commissions from the selling
stockholders, or they will receive commissions from purchasers of shares for
whom they acted as agents.
LEGAL OPINION
For the purpose of this offering, our outside counsel, Fulbright & Jaworski
L.L.P., New York, New York 10103, is giving its opinion on the validity of the
shares.
EXPERTS
The consolidated financial statements and schedules of the Company and the
financial statements of Highland Search Group L.L.C. incorporated by reference
in this prospectus have been audited by BDO Seidman, LLP, independent certified
public accountants, to the extent and for the periods set forth in their reports
incorporated herein by reference, and are incorporated herein in reliance upon
such reports given upon the authority of said firm as experts in accounting and
auditing.
The consolidated balance sheets of M&B as of December 31, 1998 and
March 31, 1998 and 1997, the consolidated statements of operations and
stockholders' equity for the year ended December 31, 1998 and each of the three
years in the period ended March 31, 1998 and the statements of cash flows for
the nine months ended December 31, 1998 and the three years in the period ended
March 31, 1998, are incorporated herein in the reliance on the report of Pannell
Kerr Forster, independent auditors, given upon the authority of that firm as
experts in accounting and auditing.
The consolidated financial statements and schedule of LAI incorporated by
reference in this prospectus have been audited by Arthur Andersen LLP,
independent certified public accountants, as indicated in their reports with
respect thereto, and are incorporated by reference in reliance upon the
authority of said firm as experts in giving said reports.
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........................................ $36,301.00
Accountants' Fees and Expenses.............................. 10,000.00
Legal Fees and Expenses..................................... 10,000.00
Printer fees................................................ 10,000.00
Miscellaneous............................................... 8,699.00
----------
Total....................................................... $75,000.00
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. Article VI of the By-Laws
of the Registrant contains provision for the indemnification of directors,
officers and employees within the limitations permitted by Section 145. In
addition, the Company has entered into Indemnity Agreements with its directors
and officers which provide the maximum indemnification allowed by Section 145.
The Company's officers and directors are insured against losses arising from any
claim against them as such for wrongful acts or omissions, subject to certain
limitations.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding legality.
10.1 Content License and Interactive Marketing Agreement, dated
as of December 1, 1999, between America Online, Inc. and TMP
Interactive, Inc. d/b/a Monster.com. +
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.
(d) Consent of Arthur Andersen LLP.
24 Power of Attorney (on signature page).
</TABLE>
- ------------------------
+ Incorporated by reference to the Company's Registration Statement on Form
S-3 (File No. 333-93065), effective January 27, 2000.
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
II-1
<PAGE>
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 February 2, 1999.
<TABLE>
<S> <C> <C>
TMP WORLDWIDE INC.
By: /s/ ANDREW J. MCKELVEY
-----------------------------------------
Andrew J. McKelvey
CHAIRMAN AND CEO
</TABLE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Andrew J. McKelvey and James J. Treacy, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and his name, place and stead, and in
any and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform such and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ ANDREW J. MCKELVEY Chairman, CEO and Director
------------------------------------------- (PRINCIPAL EXECUTIVE February 2, 2000
Andrew J. McKelvey OFFICER)
/s/ JAMES J. TREACY Executive Vice President,
------------------------------------------- Chief Operating Officer and February 2, 2000
James J. Treacy Director
/s/ BART W. CATALANE Chief Financial Officer
------------------------------------------- (PRINCIPAL FINANCIAL AND February 2, 2000
Bart W. Catalane ACCOUNTING OFFICER)
/s/ GEORGE R. EISELE
------------------------------------------- Director February 2, 2000
George R. Eisele
/s/ MICHAEL KAUFMAN
------------------------------------------- Director February 2, 2000
Michael Kaufman
/s/ JOHN SWANN
------------------------------------------- Director February 2, 2000
John Swann
</TABLE>
II-3
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
February 2, 2000
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 983,486 shares
(the "Shares") of Common Stock, par value $.001 per share, of the Company, we as
counsel for the Company, have examined such corporate records, other documents
and questions of law as we have deemed necessary or appropriate for the purposes
of this opinion.
Upon the basis of such examination, we advise you that in our opinion the
Shares have been duly and validly authorized, legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the Prospectus contained therein and elsewhere in the Registration Statement and
Prospectus. This consent is not to be construed as an admission that we are a
party whose consent is required to be filed with the Registration Statement
under the provisions of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
<PAGE>
EXHIBIT 23.1(b)
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
TMP Worldwide Inc.
New York, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our reports
dated March 26, 1999, relating to the consolidated financial statements and
schedule of TMP Worldwide Inc. and Subsidiaries appearing in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998 and our reports
dated November 19, 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 December 1, 1999.
We also consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our report
dated December 16, 1999, relating to the financial statements of Highland Search
Group, L.L.C. appearing in the Company's Current Report on Form 8-K/A dated
January 4, 2000.
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
January 31, 2000
<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 December 1, 1999;
which reports are incorporated by reference in the Prospectus constituting a
part of this Registration Statement on Form S-3 of TMP Worldwide Inc.
We also consent to the reference to us under the caption "Experts" in the
Prospectus constituting a part of this Registration Statement.
Sydney, Australia
2 February 2000
Pannell Kerr Forster
/s/ PANNELL KERR FORSTER
<PAGE>
EXHIBIT 23.1(d)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
April 7, 1999, included in TMP Worldwide Inc.'s Registration Statement
No. 333-82531 filed on Form S-4 and included in TMP Worldwide Inc.'s Form 8-K
dated December 1, 1999, and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
Tampa, Florida,
February 3, 2000
