SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Agency.com Ltd.
(Name of Issuer)
Common Stock, $.001 par value
(Title and Class of Securities)
008447104
(CUSIP Number)
Barry J. Wagner, Esq.
General Counsel
Omnicom Group Inc.
437 Madison Avenue
New York, New York 10022
(212) 415-3600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the Schedule including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 008447104 13D Page 2 of 10 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Omnicom Group Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
6,588,300
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
11,939,978
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
6,588,300
PERSON WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,939,978
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,528,278
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10 Pages
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 008447104 13D Page 3 of 10 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Communicade Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES None
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,939,978
--------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,939,978
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,939,978
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 10 Pages
<PAGE>
Item 1. Security and Issuer.
The name of the issuer is Agency.com Ltd., a Delaware corporation, which
has its principal executive offices at 665 Broadway, 9th Floor, New York, New
York 10012. The title of the securities to which this Statement relates is the
Issuer's common stock, par value $.001 per share.
Item 2. Identity and Background.
I. Omnicom
(a) Name:
Omnicom Group Inc.
(b) Address of Principal Business:
437 Madison Avenue
New York, New York 10022
(c) Principal Business:
Omnicom, through its wholly and partially owned companies,
provides corporate communications services to clients
worldwide on a global, pan-regional, national and local basis.
The communications services offered by Omnicom include
advertising in various media such as television, radio,
newspapers, magazines, outdoor and the internet, as well as
public relations, specialty advertising, direct response and
promotional marketing, strategic media planning and buying,
and internet and digital media development.
(d) Criminal Convictions during past five years:
None. During the last five years, neither Omnicom nor, to the
best knowledge of Omnicom, any executive officer or director
of Omnicom has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Subject to Certain Judgments, Decrees or Final Orders in Civil
Proceedings during past five years:
None. During the last five years, neither Omnicom nor, to the
best knowledge of Omnicom, any executive officer or director
of Omnicom has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment,
decree or final order
Page 4 of 10 Pages
<PAGE>
enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or state securities laws or
finding any violation of such laws.
(f) State of Organization:
New York
II. Communicade
(a) Name:
Communicade Inc.
(b) Address of Principal Business:
437 Madison Avenue
New York, New York 10022
(c) Principal Business:
Communicade, as a wholly owned subsidiary of Omnicom, is
engaged in the provision of communications services.
(d) Criminal Convictions during past five years:
None. During the last five years, neither Communicade nor, to
the best knowledge of Communicade, any executive officer or
director of Communicade has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Subject to Certain Judgments, Decrees or Final Orders in Civil
Proceedings during past five years:
None. During the last five years, neither Communicade nor, to
the best knowledge of Communicade, any executive officer or
director of Communicade has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal
or state securities laws or finding any violation of such
laws.
Page 5 of 10 Pages
<PAGE>
(f) State of Organization:
Delaware
See Schedule 1 for information relating to the Executive Officers and
Directors of Omnicom and Communicade.
Item 3. Source and Amount of Funds or Other Consideration.
Both Omnicom and Communicade acquired the Issuer's Shares from internal
working capital funds and from the merger of certain subsidiaries of
Omnicom with the Issuer.
See Schedule 1 for information relating to the Executive Officers and
Directors of Omnicom and Communicade.
Item 4. Purpose of Transaction.
The Issuer is an international internet professional service firm which
provides its clients with an integrated set of strategy, creative and
technology services that take them from concept to launch and operation
of their internet businesses. The Issuer's goal is to build upon its
position as an international provider of professional services. Omnicom
and Communicade acquired beneficial ownership of the Issuer's Shares
for strategic investment purposes, believing such ownership would
complement its own business.
See Schedule 1 for information relating to the Executive Officers and
Directors of Omnicom and Communicade.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate number of Shares outstanding: 40,726,265
Percent beneficially owned by Omnicom: 45.5%
Percent beneficially owned by Communicade: 31.6%
(b) Omnicom and Communicade Information:
I. Omnicom:
(a) Sole Voting Power: 6,588,300 Shares
(b) Shared Voting Power: 11,939,978 Shares
(c) Sole Dispositive Power: 6,588,300 Shares
(d) Shared Dispositive Power: 11,939,978 Shares
Page 6 of 10 Pages
<PAGE>
II. Communicade:
(a) Sole Voting Power: None
(b) Shared Voting Power: 11,939,978 Shares
(c) Sole Dispositive Power: None
(d) Shared Dispositive Power: 11,939,978 Shares
The 18,528,278 Shares are composed of the following:
3,659,548 Shares directly owned by Omnicom
8,868,730 Shares directly owned by Communicade
----------
12,528,278 Total Shares directly owned
2,928,752 Shares held through warrant by Omnicom
3,071,248 Shares held through warrant by Communicade
---------
6,000,000 Total Shares held through warrants
Each warrant provides that if Communicade and Omnicom beneficially own
in the aggregate less than 50% of the Issuer's outstanding shares of
common stock at the time of exercise, the warrant may be exercised only
to the extent that the number of shares of common stock beneficially
owned by Communicade and Omnicom does not exceed 50% of the outstanding
shares of the Issuer.
(c) Transactions in class of securities that were effected during
lesser of past 60 days or since most recent filing of Schedule
13D by Omnicom and Communicade:
None.
(d) Other persons with right to receive or power to direct the
receipt of dividends from, or proceeds from the sale of, such
securities:
None.
(e) Date on which reporting person ceased to be beneficial owner
of >5% Shares:
Not applicable.
See Schedule 1 for information relating to the Executive Officers and
Directors of Omnicom and Communicade.
Page 7 of 10 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
I. Registration Rights Agreement
In November 1999, the Issuer entered into a Registration Rights
Agreement with Omnicom. Under the Registration Rights Agreement, from
time to time after June 5, 2000, Omnicom and its affiliates may, on up
to three occasions, require the Issuer to register for sale under the
securities laws all or a portion of their Shares. In addition, if at
any time the Issuer proposes to file a registration statement under the
securities laws with respect to any class of equity securities, Omnicom
and its affiliates may require the Issuer to include in the
registration as many Shares as it shall request, subject to reduction,
based on the opinion of the managing underwriter of the offering. The
registration rights do not expire but are not assignable. The Issuer
may not issue registration rights to any other person that are senior
in right to those of Omnicom under the Registration Rights Agreement
without Omnicom's consent.
II. Omnicom Finance Credit Agreement
In November 1999, the Issuer entered into an $85.0 million credit
facility with Omnicom Finance, a wholly owned subsidiary of Omnicom.
The credit facility, which terminates on September 30, 2001, provides
for a $25.0 million term loan facility, a $54.0 million revolving
credit line and a real property lease credit support facility providing
letters of credit and/or guarantees up to $6.0 million in the
aggregate. This credit facility bears interest at Omnicom's commercial
paper rate, which on November 30, 1999 was 5.5% plus 1.25%. The credit
facility is secured by substantially all of the Issuer's assets
including the shares of its subsidiaries, is guaranteed by its domestic
subsidiaries and prohibits the Issuer and its subsidiaries from paying
dividends other than in shares of the Issuer's stock. The credit
facility requires compliance with a number of covenants, including
restrictions on asset sales, liens, the incurrence of debt, making of
loans and the repurchase, redemption or other acquisition of the
Issuer's stock.
See Schedule 1 for information relating to the Executive Officers and
Directors of Omnicom and Communicade.
Page 8 of 10 Pages
<PAGE>
Item 7. Material to be Filed as Exhibits.
Registration Rights Agreement, dated November 23, 1999, between Omnicom
and the Issuer (incorporated by reference to Exhibit 10.18 of the
Issuer's Registration Statement on Form S-1, Amendment No. 4, filed on
November 24, 1999).
Credit Agreement, dated as of November 4, 1999, between Omnicom Finance
Inc., the Issuer and Subsidiary Guarantors (incorporated by reference
to Exhibit 10.12 of the Issuer's Registration Statement on Form S-1,
Amendment No. 4, filed on November 24, 1999).
Page 9 of 10 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 10, 2000 OMNICOM GROUP INC.
By: /s/ Barry J. Wagner
--------------------------------
Barry J. Wagner
General Counsel and Secretary
COMMUNICADE INC.
By: /s/ Barry J. Wagner
--------------------------------
Barry J. Wagner
Secretary
Page 10 of 10 Pages
<PAGE>
SCHEDULE 1
Item 2: Identity and Background
A. Directors and Executive Officers of Omnicom
The following table sets forth the name, present principal occupation
or employment of each director and executive officer of Omnicom. Unless
otherwise indicated below, (1) the business address of each person is 437
Madison Avenue, New York, New York 10022, (2) each individual is a citizen of
the United States of America, (3) during the last five years, none of such
persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and (4) during the last five years, none of
such persons was a party to a civil proceeding or a judicial or administrative
proceeding and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws. Directors are identified by an asterisk.
Name Present Principal Occupation or Employment
---- ------------------------------------------
Philip J. Anglastro........ Controller of Omnicom (1999-Present); Vice
President of Finance, Diversified Agency Services
(1997-1999); Partner, Coopers & Lybrand
*Bernard Brochand.......... President, International Division of the DDB
Worldwide Communications Group Inc., a subsidiary
of Omnicom (Citizen of France)
* Robert J. Callander...... Executive-in-Residence, Columbia School of
Business
* James A. Cannon.......... Vice Chairman and Chief Financial Officer of BBDO
Worldwide Inc.
* Leonard S. Coleman, Jr... Senior Advisor, Major League Baseball (1999 -
present); President, National League, Major
League Baseball (1994 - 1999)
* Bruce Crawford........... Chairman of Omnicom
* Susan S. Denison......... Partner, The Cheyenne Group (1999-Present),
Partner, TASA Worldwide/Johnson, Smith Knisley
(1997-1999); Executive Vice President,
Entertainment and
I-0
<PAGE>
Name Present Principal Occupation or Employment
---- ------------------------------------------
Marketing - Madison Square Garden (1995-1997);
Executive Vice President/General Manager,
Showtime Satellite Networks (1990-1995)
* Peter Foy................ Chairman, Baring Brothers International
(1996-1998); McKinsey & Co., Inc., various
positions (Citizen of the United Kingdom)
* Thomas L. Harrison....... Chairman and Chief Executive Officer, Diversified
Agency Services division of Omnicom
(1998-Present); President of same (1997-1998);
Chairman, Diversified Healthcare Communications
Group (1994-Present)
Dennis E. Hewitt........... Treasurer of Omnicom
* John R. Murphy........... Vice Chairman, National Geographic Society
(1998-Present); President and Chief Executive
Officer of same (1996-1998); Executive Vice
President of same (1993-1996)
* John R. Purcell.......... Chairman and Chief Executive Officer, Grenadier
Associates Ltd.
* Keith L. Reinhard........ Chairman and Chief Executive Officer of DDB
Worldwide
* Allen Rosenshine......... Chairman and Chief Executive Officer of BBDO
Worldwide
* Gary L. Roubos........... Chairman, Dover Corporation
* Quentin I. Smith, Jr..... Retired Chairman and Chief Executive Officer of
Towers, Perrin, Forster & Crosby (retired since
1987)
Barry J. Wagner............ General Counsel and Secretary of Omnicom
(1995-Present); Assistant Secretary of Omnicom
Randall J. Weisenburger.... Executive Vice President and Chief Financial
Officer of Omnicom (1999-Present); President and
Chief Executive Officer, Wasserstein Perella
Management Partners
I-1
<PAGE>
Name Present Principal Occupation or Employment
---- ------------------------------------------
* John D. Wren............. Chief Executive Officer (1997-Present) and
President (1995-Present) of Omnicom; Chairman,
Diversified Agency Services (1995-1997); Chief
Executive Officer of same (1993-1995)
* Egon P.S. Zehnder........ Chairman of Egon Zehnder International Inc.
(Citizen of Switzerland) -
B. Directors and Executive Officers of Communicade
John Wren, President and Director
Barry J. Wagner, Secretary and Director
Gerald Neumann, Chief Financial Officer
Item 3: Source and Amount of funds or other consideration
Not applicable.
Item 4: Purpose of transaction
Not applicable.
Item 5: Interest in Securities of Issuer
(a) None.
(b) Not applicable.
(c) None.
(d) None.
(e) Not applicable.
Item 6: Contracts, Etc. with Respect to Security of Issuer
None.
I-2
<PAGE>
EXHIBIT INDEX
-------------
No. Description
- --- -----------
1. Registration Rights Agreement, dated November 23, 1999, between Omnicom
and the Issuer (incorporated by reference to Exhibit 10.18 of the
Issuer's Registration Statement on Form S-1, Amendment No. 4, filed on
November 24, 1999).
2. Credit Agreement, dated as of November 4, 1999, between Omnicom Finance
Inc., the Issuer and Subsidiary Guarantors (incorporated by reference
to Exhibit 10.12 of the Issuer's Registration Statement on Form S-1,
Amendment No. 4, filed on November 24, 1999).
