As filed with the Securities and Exchange Commission on December 8, 1997
Registration Number 333-_________
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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OMNICOM GROUP INC.
(Exact name of registrant as specified in its charter)
New York 13-1514814
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
437 Madison Avenue
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
OMNICOM GROUP INC. 1987 STOCK PLAN
(Full title of the plan)
Barry J. Wagner, Esq.
Secretary and General Counsel
Omnicom Group Inc.
437 Madison Avenue
New York, New York 10022
(212) 415-3600
(Name, address and telephone number,
including area code, of agent for service)
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Copies to:
Linda E. Ransom, Esq.
Donovan Leisure Newton & Irvine LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3350
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<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Title of Proposed Maximum
Securities to Amount to be Maximum Aggregate Amount of
be Registered Registered (1) Offering Price Offering Registration
Per Share (2) Price (2) Fee (2)
- --------------------------------------------------------------------------------
Common Stock of
Omnicom Group
Inc., par value
$.50 per share 3,600,000 $73.6875 $265,275,000 $78,256.13
================================================================================
(1) Represents shares of Common Stock issuable pursuant to the Omnicom Group
Inc. 1987 Stock Plan (the "1987 Stock Plan") being registered hereon. In
addition, shares of Common Stock issuable pursuant to the 1987 Stock Plan
previously have been registered with the Securities and Exchange Commission
as follows: 3,000,000 shares registered on June 16, 1989 on Registration
Statement No. 33-29375, 3,500,000 shares registered on October 19, 1990 on
Registration Statement No. 33-37380, and 3,000,000 shares registered on
December 16, 1993 on Registration Statement No. 33-51493. In accordance
with Rule 416(b), the foregoing share amounts have been adjusted to reflect
Omnicom Group Inc.'s two-for-one stock split in the form of a one hundred
percent dividend on the registrant's outstanding Common Stock paid to
shareholders of record on December 15, 1995. Also, pursuant to Rule 416(a)
and Rule 416(b), this Registration Statement and Registration Statement
Nos. 33-29375, 33-37380, and 33-51493 shall be deemed to include upon
issuance shares issuable pursuant to Omnicom Group Inc.'s two-for-one stock
split in the form of a one hundred percent dividend on the registrant's
outstanding Common Stock payable to shareholders of record on December 16,
1997.
(2) Estimated for the sole purpose of computing the registration fee. Pursuant
to Securities Act Rules 457(c) and (h), the proposed maximum offering price
per share is calculated as the average of the high and low prices, reported
by the New York Stock Exchange, Inc., of the common stock of the registrant
as of December 5, 1997.
<PAGE>
INCORPORATION OF EARLIER REGISTRATION STATEMENTS
The contents of Registration Statement No. 33-29375 and Post-Effective
Amendment No. 1 thereto, Registration Statement No. 33-37380, and Registration
Statement No. 33-51493 are incorporated herein by reference.
The validity of the shares of Common Stock, par value $.50 per share,
of Omnicom Group Inc. to be issued hereunder will be passed upon for Omnicom
Group Inc. by Donovan Leisure Newton & Irvine LLP, 30 Rockefeller Plaza, New
York, New York 10112.
Item 8. Exhibits.
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
5 Opinion and Consent of Donovan Leisure Newton & Irvine LLP.
23.1 Consent of Donovan Leisure Newton & Irvine LLP (included in
Exhibit 5 hereto).
23.2 Consent of Arthur Andersen LLP.
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 the 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; and
(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 Section 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.
<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-8 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 December 8,
1997.
OMNICOM GROUP INC.
By: /S/ JOHN D. WREN
------------------------------------
John D. Wren
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated. Each person whose signature appears
below does hereby constitute and appoint Jonathan E. Ramsden and Barry J.
Wagner, and each of them, with full powers of substitution, his true and lawful
attorneys-in-fact and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may deem necessary or
advisable to enable the registrant to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of shares of Common Stock registered pursuant hereto, including
specifically, but without limitation thereof, power and authority to sign his
name, in any and all capacities set forth beneath his name, to any amendment to
this Registration Statement in respect of said shares and to any documents filed
as part of or in connection with said Registration Statement or amendments; and
the undersigned does hereby ratify and confirm all that said attorneys and
agents shall do or cause to be done by virtue hereof.
Date: December 8, 1997 By: /S/ JOHN D. WREN
------------------------------------
John D. Wren
Chief Executive Officer and Director
(Principal Executive Officer)
Date: December 8, 1997 By: /S/ FRED J. MEYER
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Fred J. Meyer
Chief Financial Officer
(Principal Financial Officer)
Date: December 8, 1997 By: /S/ JONATHAN E. RAMSDEN
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Jonathan E. Ramsden
Controller
(Principal Accounting Officer)
Date: December 8, 1997 By: /S/ BERNARD BROCHAND
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Bernard Brochand
Director
Date: December 8, 1997 By: /S/ ROBERT J. CALLANDER
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Robert J. Callander
Director
Date: December 8, 1997 By: /S/ JAMES A. CANNON
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James A. Cannon
Director
Date: December 8, 1997 By: /S/ LEONARD S. COLEMAN, JR.
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Leonard S. Coleman, Jr.
Director
Date: December 8, 1997 By: /S/ BRUCE CRAWFORD
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Bruce Crawford
Director
Date: December 8, 1997 By: /S/ SUSAN S. DENISON
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Susan S. Denison
Director
Date: December 8, 1997 By: /S/ JOHN R. MURPHY
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John R. Murphy
Director
Date: December 8, 1997 By: /S/ JOHN R. PURCELL
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John R. Purcell
Director
Date: December 8, 1997 By: /S/ KEITH L. REINHARD
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Keith L. Reinhard
Director
Date: December 8, 1997 By: /S/ ALLEN ROSENSHINE
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Allen Rosenshine
Director
Date: December 8, 1997 By: /S/ GARY L. ROUBOS
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Gary L. Roubos
Director
Date: December 8, 1997 By: /S/ QUENTIN I. SMITH, JR.
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Quentin I. Smith, Jr.
Director
Date: December 8, 1997 By: /S/ WILLIAM G. TRAGOS
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William G. Tragos
Director
Date: December 8, 1997 By: /S/ EGON P. S. ZEHNDER
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Egon P. S. Zehnder
Director
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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5 Opinion and Consent of Donovan Leisure Newton & Irvine LLP.
23.1 Consent of Donovan Leisure Newton & Irvine LLP (included in
Exhibit 5 hereto).
23.2 Consent of Arthur Andersen LLP.
Donovan Leisure Newton & Irvine LLP
30 Rockefeller Plaza
New York, New York 10112
Telephone: 212-632-3000
Facsimile: 212-632-3321
December 8, 1997
Omnicom Group Inc.
437 Madison Avenue
New York, New York 10022
Re: Omnicom Group Inc.
Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on December 8, 1997
Gentlemen:
We are acting as counsel for Omnicom Group Inc., a New York
corporation ("Omnicom"), in connection with the registration by Omnicom under
the Securities Act of 1933, as amended (the "Act"), of 3,600,000 shares of
common stock, par value $.50 per share (the "Shares"), to be offered pursuant to
the Omnicom Group Inc. 1987 Stock Plan (the "1987 Plan") under the Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on
December 8, 1997 (the "Registration Statement").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, instruments and
documents of Omnicom and certificates and other statements of corporate
officers, and have made such other investigation of fact and law, as we have
deemed necessary in connection with the opinion set forth herein. In our
examination, we have assumed the genuineness of all signatures and legal
capacity of all signatories, the authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us as
copies. We express no opinion as to the law of any jurisdiction other than the
laws of the State of New York.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued in accordance with the resolutions of the
Board of Directors of Omnicom authorizing such issuance and the 1987 Plan, will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or under the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Donovan Leisure Newton & Irvine LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 18, 1997
included in Omnicom Group Inc.'s Form 10-K for the year ended December 31, 1996
and to all references to our firm in this registration statement.
/S/ Arthur Andersen LLP
New York, New York
December 8, 1997
