As filed with the Securities and Exchange Commission on May 23, 2000
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. AMENDED AND RESTATED
1998 INCENTIVE COMPENSATION 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.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-6570
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Proposed
Title of Proposed Maximum Maximum
Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered (1) (2) Share (3) Price (3) Registration Fee (3)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock of Omnicom
Group Inc., par value
$.15 per share .......... 8,250,000 $83.96875 $692,742,187.50 $182,883.94
=============================================================================================================
</TABLE>
(1) Represents shares of common stock of the registrant issuable pursuant to
the Omnicom Group Inc. Amended and Restated 1998 Incentive Compensation
Plan (the "Plan") being registered hereon. In addition, 7,600,000 shares
of common stock of the registrant issuable pursuant to the Plan (prior to
its amendment and restatement) were previously registered with the
Securities and Exchange Commission on January 4, 1999 on Registration
Statement No. 333-70091.
(2) This Registration Statement shall also cover any additional shares of
common stock of the registrant which become issuable under the Plan by
reason of any stock dividend, recapitalization, forward split or reverse
split, reorganization, merger, consolidation, spin-off, combination,
repurchase or share exchange, or other similar corporate transaction or
event, which affects the stock or the book value of the registrant.
(3) 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 May 19, 2000.
<PAGE>
INCORPORATION OF EARLIER REGISTRATION STATEMENT
The contents of Registration Statement No. 333-70091 are
incorporated herein by reference.
ITEM 8. Exhibits.
Exhibit Number Description
-------------- -----------
23 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on Signature Page).
99 Omnicom Group Inc. Amended and Restated 1998 Incentive
Compensation Plan, filed as Exhibit B to the Company's
Proxy Statement dated April 11, 2000, is incorporated
herein by reference.
<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 May 23, 2000.
OMNICOM GROUP INC.
By: /s/ John Wren
-------------------------------------
John Wren
President, 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 John Wren and Barry J. Wagner, and each of
them, with full powers of substitution, his or her 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-in-fact 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 or her name, in any and all capacities set forth beneath
his or her 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-in-fact and agents shall do or cause to be done
by virtue hereof.
Date: May 23, 2000 By: /s/ John Wren
-------------------------------------
John Wren
President, Chief Executive Officer
and Director
(Principal Executive Officer)
Date: May 23, 2000 By: /s/ Randall Weisenburger
-------------------------------------
Randall Weisenburger
Chief Financial Officer
(Principal Financial Officer)
<PAGE>
Date: May 23, 2000 By: /s/ Philip J. Angelastro
-------------------------------------
Philip J. Angelastro
Controller
(Principal Accounting Officer)
Date: May 23, 2000 By: /s/ Richard I. Beattie
-------------------------------------
Richard I. Beattie
Director
Date: By:
-------------------------------------
Bernard Brochand
Director
Date: May 23, 2000 By: /s/ Robert J. Callander
-------------------------------------
Robert J. Callander
Director
Date: May 23, 2000 By: /s/ James A. Cannon
-------------------------------------
James A. Cannon
Director
Date: May 23, 2000 By: /s/ Leonard S. Coleman, Jr.
-------------------------------------
Leonard S. Coleman, Jr.
Director
Date: May 23, 2000 By: /s/ Bruce Crawford
-------------------------------------
Bruce Crawford
Director
Date: May 23, 2000 By: /s/ Susan S. Denison
-------------------------------------
Susan S. Denison
Director
Date: May 23, 2000 By: /s/ Peter Foy
-------------------------------------
Peter Foy
Director
<PAGE>
Date: May 23, 2000 By: /s/ Michael Greenlees
-------------------------------------
Michael Greenlees
Director
Date: May 23, 2000 By: /s/ Thomas L. Harrison
-------------------------------------
Thomas L. Harrison
Director
Date: May 23, 2000 By: /s/ John R. Murphy
-------------------------------------
John R. Murphy
Director
Date: May 23, 2000 By: /s/ John R. Purcell
-------------------------------------
John R. Purcell
Director
Date: May 23, 2000 By: /s/ Keith L. Reinhard
-------------------------------------
Keith L. Reinhard
Director
Date: May 23, 2000 By: /s/ Linda Johnson Rice
-------------------------------------
Linda Johnson Rice
Director
Date: May 23, 2000 By: /s/ Allen Rosenshine
-------------------------------------
Allen Rosenshine
Director
Date: May 23, 2000 By: /s/ Gary L. Roubos
-------------------------------------
Gary L. Roubos
Director
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
23 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on Signature Page).
99 Omnicom Group Inc. Amended and Restated 1998 Incentive
Compensation Plan, filed as Exhibit B to the Company's
Proxy Statement dated April 11, 2000, is incorporated
herein by reference.
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 17, 2000
included in Omnicom Group Inc.'s Form 10-K for the year ended December 31, 1999
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
New York, New York
May 23, 2000
