AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1999
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) 820-0120
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<F1> PRICE PER SHARE<F2> AGGREGATE OFFERING REGISTRATION FEE
PRICE<F2>
============================= ================== ============================ =========================== =================
<S> <C> <C> <C> <C>
ORDINARY SHARES OF 10P EACH
("ORDINARY SHARES")(3) 2,500,000 $3.34 $8,350,000 $2,321.30
============================= ================== ============================ =========================== =================
<FN>
<F1> THE INTERNATIONAL SHARESAVE SCHEME 1998 ("THE PLAN") AUTHORIZES THE
ISSUANCE OF AN ESTIMATED MAXIMUM AMOUNT OF 7,000,000 ORDINARY SHARES, OF
WHICH 2,500,000 ORDINARY SHARES ARE BEING REGISTERED HEREUNDER.
<F2> IN ACCORDANCE WITH RULE 457(H), THE MAXIMUM OFFERING PRICE PER SHARE HAS
BEEN CALCULATED PURSUANT TO RULE 457(C).
<F3> THE ORDINARY SHARES ARE REPRESENTED BY AMERICAN DEPOSITARY SHARES
("ADSS"). EACH ADS REPRESENTS FIVE ORDINARY SHARES AND IS EVIDENCED BY AN
AMERICAN DEPOSITARY RECEIPT.
</FN>
</TABLE>
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<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
This Form S-8 Registration Statement is being filed pursuant to paragraph E
of the general instructions to Form S-8 to register an additional 2,500,000
Ordinary Shares of 10p each being offered under the International Sharesave
Scheme 1998 (the "Plan") of Saatchi & Saatchi plc (the "Company").
The contents of the Company's initial Form S-8 Registration Statement with
respect to the Plan, File No. 333-64443, which was filed with the Securities and
Exchange Commission on September 28, 1998, are hereby incorporated by reference
to this Form S-8 Registration Statement, except to the extent modified below.
ITEM 8. EXHIBITS.
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).
<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 24th day of September, 1999.
SAATCHI & SAATCHI plc
By: /s/ William Cochrane
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Name: William Cochrane
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 24, 1999.
Signature Title
/s/ Robert Seelert Chairman of the Board of Directors
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Robert Seelert
/s/ Wendy Smyth Director of Corporate Affairs
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Wendy Smyth
/s/ David I. C. Weatherseed Deputy Finance Director
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David I. C. Weatherseed
/s/ William Cochrane Finance 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, Chief Executive Officer
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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
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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 24, 1999,
relating to the Saatchi & Saatchi International Sharesave Scheme 1998 of our
report dated March 25, 1999 on the consolidated financial statements of Saatchi
& Saatchi plc included in their Annual Report on Form 20-F for the year ended
December 31, 1998.
/s/ KPMG AUDIT PLC
London, England
September 23, 1999
