As filed with the Securities and Exchange Commission on September 28, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Saatchi & Saatchi plc
(Exact name of registrant as specified in its charter)
England and Wales Not Applicable
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
83/89 Whitfield Street
London, England
(Address of Principal W1A 4XA
Executive Offices) (Zip Code)
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SAATCHI & SAATCHI INTERNATIONAL
SHARESAVE SCHEME 1998
(Full title of the Plan)
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Michael J. Kopcsak, Esq.
Gould & Wilkie
1 Chase Manhattan Plaza
New York, New York 10005
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (212) 820-0210
Copy to: Timothy B. Goodell, Esq.
White & Case LLP, 1155 Avenue of the Americas
New York, New York 10036
<TABLE>
<CAPTION>
Title of each class of Amount to be Proposed maximum offering Proposed maximum Amount of
securities to be registered registered(1) price per Share(2) aggregate offering registration fee
price(2)
- --------------------------- ------------- ------------------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Ordinary Shares of 10p each 4,500,000 $1.72 $7,740,000 $2,283.30
("Ordinary Shares")
(1) The amount of Ordinary Shares being registered represents the estimated
maximum aggregate amount issuable to employees in the United States
pursuant to the International Sharesave Scheme 1998 ("the Plan"). In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Plan.
(2) In accordance with Rule 457(h), the maximum offering price per share has
been calculated pursuant to Rule 457(c).
(3) The Ordinary Shares are represented by American Depositary Shares
("ADSs"). Each ADS represents five Ordinary Shares and is evidenced by an
American Depositary Receipt.
</TABLE>
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<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (File No. 001-14736) pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement:
1. The Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 1997;
2. The Registrant's Report on Form 6-K filed with the Commission on
February 20, 1998;
3. The Registrant's Report on Form 6-K filed with the Commission on
April 8, 1998;
4. The Registrant's Report on Form 6-K filed with the Commission on
June 17, 1998;
5. The Registrant's Report on Form 6-K filed with the Commission on
August 24, 1998;
6. The description of the Registrant's Ordinary Shares contained in
its Registration Statement on Form 20-F filed on December 1, 1997 under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents and reports subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such securities remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents or reports.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 162 of the Registrant's Articles of Incorporation provides
that, subject to the provisions of the Companies Act 1985 (the "Act"), every
President, Director, Auditor, Secretary or other officer of the Company shall be
entitled to be indemnified by the Company against all costs, charges, losses,
expenses and liabilities incurred by him in the execution and discharge of his
duties or in relation thereto. The Directors may purchase and maintain insurance
for the benefit of any Director or other officer or auditor to the extent
permitted by the Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
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4.1 Memorandum and Articles of Association of the Company (incorporated by
reference to Exhibit 1.1 to the Registrant's Annual Report on Form
20-F for fiscal year ended December 31, 1997).
4.2 Deposit Agreement, dated as of December 10, 1997, among the
Registrant, The Bank of New York and holders of American Depositary
Receipts ("ADRs"), including the form of ADR (incorporated by
reference to the Registrant's Registration Statement on Form F-6, File
No. 333-08018).
23.1 Consent of KPMG.
24 Powers of Attorney of certain officers and directors of the Registrant
(included on signature pages of this Registration Statement).
Item 9. 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) 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;
provided, however, that paragraphs (a)( 1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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 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 provisions described in Item 6, 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 that 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 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 Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of London, England, on this 28th day of September, 1998.
SAATCHI & SAATCHI plc
By: /S/ WENDY SMYTH
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Name: Wendy Smyth
Title: Finance Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Wendy Smyth and Fiona Evans, and each of them
severally, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
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 either of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 28, 1998.
Signature Title
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/S/ ROBERT SEELERT Chief Executive Officer, Director
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Robert Seelert
/S/ WENDY SMYTH Finance Director
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Wendy Smyth
/S/ DAVID I.C. WEATHERSEED Deputy Finance Director
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David I.C. Weatherseed
/S/ CHARLES SCOTT Chairman of the Board of Directors
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Charles Scott
/S/ WILLIAM COCHRANE Director
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William Cochrane
/S/ IAN IRVINE Director
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Ian Irvine
/S/ KENNETH OLSHAN Director
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Kenneth Olshan
/S/ KEVIN ROBERTS Director
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Kevin Roberts
/S/ SIR PETER WALTERS Director
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Sir Peter Walters
/S/ MICHAEL J. KOPCSAK Authorized Representative in the
- ---------------------- United States
Michael J. Kopcsak
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Memorandum and Articles of Association of the Company
(incorporated by reference to Exhibit 1.1 to the Registrant's
Annual Report on Form 20-F for fiscal year ended December 31,
1997).
4.2 Deposit Agreement, dated as of December 10, 1997, among the
Registrant, The Bank of New York and holders of American
Depositary Receipts ("ADRs"), including the form of ADR
(incorporated by reference to the Registrant's Registration
Statement on Form F-6, File No. 333-08018).
23.1 Consent of KPMG.
24 Powers of Attorney of certain officers and directors of the
Registrant (included on signature pages of this Registration
Statement).
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of Saatchi & Saatchi plc dated September 28,
1998, relating to the Saatchi & Saatchi International Sharesave Scheme 1998 of
our report dated April 24, 1998 on the consolidated financial statements of
Saatchi & Saatchi plc included in their Annual Report on Form 20-F for the year
ended December 31, 1997.
/s/ KPMG AUDIT PLC
London, England
September 25, 1998
