<PAGE>
As filed with the Securities and Exchange Commission
on May , 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TRUE NORTH COMMUNICATIONS INC.
____________________________________________
(Exact name of Registrant as specified in its charter)
Delaware 36-1088161
- -------------------------------- -------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization Identification No.)
101 East Erie Street
Chicago, Illinois 60611-2897
- --------------------------------- -------------------------------
(Address of Principal (Zip Code)
Executive Office)
TRUE NORTH COMMUNICATIONS INC.
STOCK OPTION PLAN AND
OUTSIDE DIRECTOR STOCK OPTION PLAN
-----------------------------------------------------
(Full title of the plans)
Theodore J. Theophilos, Esq.
Executive Vice President and General Counsel
True North Communications Inc.
101 East Erie Street
Chicago, IL 60611-2897
---------------------------------------------
(Name and address of agent for service)
(312) 425-6500
____________________________________________________
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
===============================================================================================
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
Amount to Proposed Proposed maximum Amount of
Securities to be be maximum offering aggregate offering registration
registered registered price per share price fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 4,500,000 shs $32.34 (1) $145,530,000 (1) $42,932 (1)
- ------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights 4,500,000 rts (2) (2) (2)
=================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
for the purpose of calculating the amount of the registration fee based
upon the average of the high and low sales prices reported for shares of
the Common Stock in the New York Stock Exchange Composite Transactions on
May 13, 1998, which was $32 6/18.
(2) The Company's Preferred Stock Purchase Rights are initially attached to
and traded with the shares of Common Stock of the Company being registered
hereunder. Value attributable to such Preferred Stock Purchase Rights, if
any, is reflected in the market price of the Common Stock.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents need not be filed with the Securities and
Exchange Commission (the "SEC") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed (File Number 1-5029) by the
Registrant with the SEC pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the year ended December 31,
1997;
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998;
3. The description of the Common Stock contained in the Registration Statement
on Form S-4 (Registration No. 333-41189) under the caption "Description of
True North Common Stock" filed by the Registrant with the SEC on November
26, 1997, including any amendments or reports filed for the purpose of
updating such description; and
4. The description of the Preferred Stock Purchase Rights contained in the
Registration Statement on Form 8-A filed by the Registrant with the SEC on
November 18, 1988, including any amendments or reports filed for the
purpose of updating such description.
All reports and other documents filed by the Registrant pursuant to
Section 13(a), 13(c) 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the dates of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, Registrant
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act. Registrant's Bylaws also provide that Registrant will
II-1
<PAGE>
indemnify its directors, officers, employees and other agents to the fullest
extent permitted by Delaware law.
Registrant's Certificate of Incorporation, as amended, provides for
the elimination of liability for monetary damages for breach of the directors'
fiduciary duty of care to Registrant or its stockholders. These provisions do
not eliminate the directors' duty of care and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each director will continue
to be subject to liability for breach of the director's duty of loyalty to
Registrant or its stockholders, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for any
transaction from which the director derived an improper personal benefit, or for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.
Furthermore, Registrant has secured insurance covering Registrant and
its directors and officers and those of its principal subsidiaries against
certain liabilities.
Item 7. Exemptions from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following is a list of Exhibits included as part of this
Registration Statement. Items marked with a single asterisk are filed
herewith.
4.1 Restated Certificate of Incorporation, as amended, of Registrant
(incorporated by reference to Exhibit 3(i) to True North's Annual
Report on Form 10-K for the year ended December 31, 1994).
4.2 Certificate of Ownership and Merger changing Registrant's name to
True North Communications Inc. (incorporated by reference to
Exhibit (3)(i) to Registrant's Current Report on Form 8-K dated
December 9, 1994).
4.3 Bylaws, as amended, of Registrant (incorporated by reference to
Exhibit 4.4 to Registrant's Post-Effective Amendment No. 1 on
Form S-8, dated March 17, 1998 to Registrant's Registration
Statement on Form S-4, No. 333-41189, filed November 26, 1997).
4.4 Certificate of Correction filed to Restated Certificate of
Incorporation of Registrant (incorporated by reference to Exhibit
10.2 to Registrant's Current Report on Form 8-K dated June 10,
1997).
4.5 Certificate of Increase of Shares Designated as Series A Junior
Participating Preferred Stock, as filed in Delaware on December
3, 1997 (incorporated by reference to Exhibit 4.5 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997).
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<PAGE>
4.6 Certificate of Amendment to Restated Certificate of Incorporation
filed in Delaware on December 30, 1997 (incorporated by reference to
Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997).
4.7 Rights Agreement dated as of November 16, 1988 between Registrant
and Harris Trust and Savings Bank, as Rights Agent (incorporated by
reference to Exhibit 1 to Registrant's Registration Statement on Form
8-A filed on November 18, 1988).
4.8 Stock Option Plan of Registrant (incorporated by reference to Exhibit
10.1 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997).
*4.9 Amendments to Registrant's Stock Option Plan adopted March 3, 1998.
4.10 Outside Director Stock Option Plan of Registrant (incorporated by
reference to Appendix A to Registrant's Proxy Statement dated March
31, 1992 for the Annual Meeting of Stockholders held on May 20,
1992).
*4.11 Amendments to Registrant's Outside Director Stock Option Plan
adopted November 13, 1996.
*5.1 Opinion of Sidley & Austin.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Sidley & Austin (included in Exhibit 5.1).
*24.1 Power of Attorney.
(b) Not applicable.
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, as amended (the "Securities Act");
(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 notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any
II-3
<PAGE>
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table of the effective 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
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 SEC by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities 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.
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<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 Chicago, State of Illinois, on May 15, 1998.
TRUE NORTH COMMUNICATIONS INC.
By: /s/ BRUCE MASON
------------------------------------
Bruce Mason
Chief Executive Officer
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ BRUCE MASON Chief Executive Officer May 15, 1998
- -------------------------------------- and Director (principal
Bruce Mason executive officer)
/s/ DONALD L. SEELEY Executive Vice President and May 15, 1998
- -------------------------------------- Chief Financial Officer
Donald L. Seeley (principal financial officer)
/s/ JOHN J. REZICH Vice President and Controller May 15, 1998
- -------------------------------------- (principal accounting officer)
John J. Rezich
* Director and President May 15, 1998
- --------------------------------------
Charles D. Peebler, Jr.
* Director and non-executive May 15, 1998
- -------------------------------------- Chairman
Richard S. Braddock
* Director May 15, 1998
- --------------------------------------
David A. Bell
* Director May 15, 1998
- --------------------------------------
Donald M. Elliman, Jr.
* Director May 15, 1998
- --------------------------------------
W. Grant Gregory
* Director May 15, 1998
- --------------------------------------
Leo-Arthur Kelmenson
* Director May 15, 1998
- --------------------------------------
Richard P. Mayer
* Director May 15, 1998
- --------------------------------------
Michael E. Murphy
* Director May 15, 1998
- --------------------------------------
J. Brendan Ryan
</TABLE>
II-6
<PAGE>
* Director May 15, 1998
- -----------------------------
Stephen T. Vehslage
*By /s/ THEODORE J. THEOPHILOS May 15, 1998
---------------------------------
Theodore J. Theophilos, Executive
Vice President, General Counsel
and Attorney-in-Fact
II-7
<PAGE>
Exhibit 4.9
AMENDMENT NUMBER ONE
TO THE
TRUE NORTH COMMUNICATIONS INC. STOCK OPTION PLAN
Adopted March 3, 1998
WHEREAS, True North Communications Inc., a Delaware corporation (the
"Corporation"), has heretofore adopted and maintains a stock option plan
designated the "True North Communications Inc. Stock Option Plan" (the "Plan");
WHEREAS, the Corporation desires to amend the Plan in certain respects
as set forth below; and
WHEREAS, the Corporation has reserved the power to amend the Plan.
NOW THEREFORE, pursuant to the power of amendment contained in Article
XVIII of the Plan, effective March 3, 1998, the Plan is hereby amended as
follows:
1. Article I is hereby amended as follows:
(a) The phrase "in the form of an option to purchase common stock
of the Corporation" appearing therein is hereby deleted; and
(b) The following sentence is hereby added at the end thereof:
Awards granted under the Plan may include (i) options to purchase
shares of the Corporation's common stock in the form of incentive
stock options or non-qualified stock options, (ii) stock
appreciation rights and (iii) restricted stock awards.
2. Article III is hereby amended in its entirety to read as follows:
III. Stock. The Corporation may, by action of its Compensation
Committee, grant awards under this Plan of up to but not exceeding
12,114,000 shares of the Corporation's common stock. For the purposes
of complying with (S) 162(m) of the Internal Revenue Code of 1986, as
amended, and the rules and regulations thereunder, the maximum number
of shares of the Corporation's common stock with respect to which
options may be granted during any calendar year to any person shall be
300,000. To the extent that an outstanding award or
<PAGE>
any portion thereof expires, terminates unexercised or is canceled,
the total number of shares of the Corporation's common stock subject
to such award shall become available for future awards under the Plan,
irrespective of whether a portion of such award has been exercised.
Shares of the Corporation's common stock to be delivered under the
Plan shall be made available from the Corporation's authorized but
unissued common stock or the Corporation's treasury stock, as the
Corporation may determine.
3. The second paragraph of Article IV is hereby amended in its
entirety to read as follows:
Anything to the contrary notwithstanding, only employees of the
Companies shall be eligible to receive incentive stock options within
the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended ("Incentive Stock Options"), executive officers of the
Corporation shall be ineligible to receive restricted stock awards and
no award shall be granted under this Plan to an otherwise eligible
participant if, immediately after the award is granted, he owns
(including the stock under award) directly or indirectly five (5)
percent or more of the total combined voting power or value of all
classes of stock of the Corporation.
4. Article V is hereby amended to replace the word "option" each
place where such word appears therein with the word "award."
5. Article VII is hereby amended by the addition of the following
sentence at the end thereof:
To the extent that the aggregate fair market value (determined as of
the date of grant) of shares of the Corporation's common stock with
respect to which options designated as Incentive Stock Options are
exercisable for the first time by an option holder during any calendar
year (under the Plan or any other plan of a Company) exceeds $100,000,
such options shall not constitute Incentive Stock Options.
6. Article IX is hereby amended to replace the word "option" each
place where such word appears therein with the word "award."
7. Article X is hereby amended as follows:
(a) The word "option" appearing therein is hereby replaced with
the word "award"; and
(b) The word "options" appearing therein is hereby replaced with
the word "awards."
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<PAGE>
8. Article XI is hereby amended in its entirety to read as follows:
XI. Termination of Employment or Service. All the terms
relating to the exercise, cancellation or other disposition of an
option or stock appreciation right and all the terms relating to the
satisfaction of performance measures, the termination of the
restriction period or any cancellation or forfeiture of a restricted
stock award upon a termination of employment with or service to the
Companies of the holder of such option, stock appreciation right or
restricted stock award whether by reason of permanent incapacity to
render services to such Companies of the general nature for which the
individual is employed by or engaged to perform for such Companies
(which incapacity shall be deemed to exist only upon a duly licensed
physician's written certification of it) ("Disability"), retirement,
death or other termination, shall be determined by the Compensation
Committee. Such determination shall be made at the time of the grant
of such option, stock appreciation right or restricted stock award and
shall be specified in the formal written agreement relating to such
option, stock appreciation right or restricted stock award.
Notwithstanding the foregoing, an Incentive Stock Option shall expire
and become null and void no later than (i) one (1) year after the date
of Disability or death with respect to any termination as a result of
Disability or death, and (ii) ninety (90) days after the date of
termination with respect to any other termination; and within such
period the participant or his executor, administrator, legal
representative, designated beneficiary or similar person ("personal
representative"), as the case may be, may exercise the Incentive Stock
Option to the extent the Incentive Stock Option is exercisable at the
date of termination.
9. Section (c) of Article XII is hereby deleted in its entirety.
10. Article XIII is hereby amended to delete the phrase "on the date
stated in the notice of election for the payment and delivery of the shares
specified in such notice" appearing therein.
11. The first sentence of Article XIII-A is hereby amended to read as
follows:
The Corporation may, by action of the Compensation Committee, grant
stock appreciation rights in connection with all or part of any option
granted under the Plan, either concurrently with the grant of such
option or at any time thereafter prior to the exercise or expiration
of such option; provided, however, that any stock appreciation right
related to an Incentive Stock Option shall be granted at the same time
that the Incentive Stock Option is granted.
12. Article XIV is hereby amended to replace the phrase "option or
stock appreciation right" appearing therein with the word "award."
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<PAGE>
13. The first paragraph of Article XV is hereby amended as follows:
(a) The word "It" appearing in the second sentence therein is
hereby replaced with the phrase "Any award granted under the Plan";
(b) The phrase "option or stock appreciation right" appearing in
the third sentence therein is hereby replaced with the word "award";
and
(c) The word "option" appearing in the fifth sentence therein is
hereby replaced with the phrase "option or stock appreciation right."
14. Article XVI is hereby amended to replace the phrases "unexercised
options and stock appreciation rights" and "unexercised part of any option and
stock appreciation rights" appearing therein with the phrase "outstanding
awards."
15. Article XVII is hereby amended to replace the phrase "Options and
stock appreciation rights" appearing therein with the word "Awards."
16. Article XVIII is hereby amended as follows:
(a) The phrase "unexercised option or stock appreciation right
granted" appearing in the first sentence therein is hereby replaced
with the word "award";
(b) The phrase "such option or stock appreciation right"
appearing in the first sentence therein is hereby replaced with the
phrase "such award"; and
(c) The word "option" appearing in the last sentence therein is
hereby replaced with the word "award."
17. Article XIX is hereby amended to replace the phrase "stock option
or stock appreciation right" appearing therein with the word "award."
18. The following Article XX is hereby added to the Plan:
XX. Restricted Stock Awards. The Compensation Committee may,
in its discretion, grant restricted stock awards to such eligible
individuals as may be selected by the Compensation Committee.
Restricted stock awards shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Compensation Committee
shall deem advisable.
(a) Number of Shares and Other Terms. The number of shares
of the Corporation's common stock subject to a restricted stock
award and the performance measures (if any) and restriction
period applicable to a
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<PAGE>
restricted stock award shall be determined by the Compensation
Committee.
(b) Vesting and Forfeiture. The formal written agreement
relating to a restricted stock award shall provide, in the manner
determined by the Compensation Committee, in its discretion, and
subject to the provisions of the Plan, (i) for the vesting of the
shares of the Corporation's common stock subject to such award
(A) if specified performance measures are satisfied or met during
the specified restriction period or (B) if the holder of such
award remains continuously in the employment of or service to a
Company during the specified restriction period and (ii) for the
forfeiture of the shares of the Corporation's common stock
subject to such award (A) if specified performance measures are
not satisfied or met during the specified restriction period or
(B) if the holder of such award does not remain continuously in
the employment of or service to a Company during the specified
restriction period.
(c) Share Certificates. During the restriction period, a
certificate or certificates representing a restricted stock award
may be registered in the holder's name and may bear a legend
indicating that the ownership of the shares of the Corporation's
common stock represented by such certificate is subject to the
restrictions, terms and conditions of the Plan and the formal
written agreement relating to the restricted stock award. All
such certificates shall be deposited with the Corporation,
together with stock powers or other instruments of assignment
(including a power of attorney), each endorsed in blank with a
guarantee of signature if deemed necessary or appropriate by the
Corporation, which would permit transfer to the Corporation of
all or a portion of the shares of the Corporation's common stock
subject to the restricted stock award in the event such award is
forfeited in whole or in part. Upon termination of any
applicable restriction period (and the satisfaction or attainment
of applicable performance measures) and subject to the
Corporation's right to require payment of any taxes in accordance
with Article XXI, a certificate or certificates evidencing
ownership of the requisite number of shares of the Corporation's
common stock shall be delivered to the holder of such award.
(d) Rights with Respect to Restricted Stock Awards. Unless
otherwise set forth in the formal written agreement relating to a
restricted stock award, and subject to the terms and conditions
of a restricted stock award, the holder of such award shall have
all rights as a stockholder of the Corporation, including, but
not limited to, voting rights, the right to receive dividends and
the right to participate in any capital adjustment applicable to
all holders of the Corporation's common stock; provided, however,
that a distribution with respect to shares of the Corporation's
common stock,
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<PAGE>
other than a distribution in cash, shall be deposited with the
Corporation and shall be subject to the same restrictions as the
shares of the Corporation's common stock with respect to which
such distribution was made.
19. The following Article XXI is hereby added to the Plan:
XXI. Withholding Requirements. The Corporation shall have the right
to require, prior to the issuance or delivery of any shares of the
Corporation's common stock, payment by the holder of the award of any
federal, state, local or other taxes which may be required to be
withheld or paid in connection with the award. At the request of a
participant or his personal representative, and subject to approval by
the Corporation, the Corporation may satisfy any such tax withholding
obligations by withholding from the number of shares to be delivered
to the participant that number of shares (based on the then fair
market value of the shares) equal to the amount of such tax to be
withheld. In the alternative, and subject to approval by the
Corporation, the participant may deliver to the Corporation in whole
or partial satisfaction of such tax withholding obligations,
previously owned whole shares to which the participant has good title,
free and clear of all liens and encumbrances, which shall be valued
for such purpose at the then fair market value of such shares.
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<PAGE>
Exhibit 4.11
RESOLUTIONS ADOPTED BY THE
TRUE NORTH BOARD OF DIRECTORS
November 13, 1996
RESOLVED, that the Outside Director Stock Option Plan of the
Corporation be amended so that Sections 4, 5, 9, 10 and 11 thereof shall be
amended to read as follows:
4. Price. The price of the common stock of the Corporation offered to any
director under the Plan shall be the average fair market value of the common
stock over the ten trading days prior to the date of grant. The date of grant
of options granted under Section 5(a) below to existing or new outside directors
shall be May 20, 1992 or, as to the outside directors elected or appointed after
that date, the date of their election or appointment to the Board of Directors.
The date of grant of annual options under 5(b) below shall be the date on which
the Corporation publicly announces the audited results of operations for the
prior year. The date of grant of discretionary options under 5(c) below shall
be the date on which Board of Director approval takes place or as set forth in
the respective option agreements.
5. Stock Option Awards.
(c) Discretionary options may be granted to outside directors from time to
time as recommended by the Committee and approved by the Board of Directors.
9. Ceasing to be a Director. In the event that an outside director shall
cease to be a director for any other reason other than removal of such director
for cause, all then outstanding options granted to such director hereunder shall
expire one year thereafter, except that such period shall be extended to one
year from the date of death or incapacity. The optionholder or a personal
representative or designated beneficiary may exercise the option to the extent
the option is exercisable at the date the optionholder ceases to be a director.
10. Manner of Exercise. Each exercise of an option granted hereunder
shall be made by the delivery by the optionholder or a personal representative
or designated beneficiary of written notice of such election to the Corporation,
together with full payment in cash or in shares of the Corporation, or a
combination of the two.
11. Assignment and Designation of Beneficiary. Options shall be
exercisable during the lifetime of the optionholder only by the optionholder.
Options may not be assigned, pledged or hypothecated in any way, shall not be
subject to execution, and shall not be transferable by the optionholder
otherwise than by will or the laws of descent and distribution or to a
designated beneficiary in the event of the optionholder's death. An
optionholder may file with the Corporation a written designation of one or more
persons as such optionholder's beneficiary or beneficiaries (both primary and
contingent) in the event of the optionholder's
<PAGE>
death. To the extent an outstanding option granted hereunder is exercisable,
such beneficiary or beneficiaries shall be entitled to exercise such option.
Each beneficiary designation shall become effective only when filed in
writing with the Corporation during the optionholder's lifetime on a form
prescribed by the Corporation. The spouse of a married optionholder domiciled
in a community property jurisdiction shall join in any designation of a
beneficiary other than such spouse. The filing with the Corporation of a new
beneficiary designation shall cancel all previously filed beneficiary
designations. If an optionholder fails to designate a beneficiary, or if all
designated beneficiaries of an optionholder predecease the optionholder, then
each outstanding option hereunder held by such optionholder, to the extent
exercisable, may be exercised by such optionholder's executor, administrator,
legal representative or similar person.
FURTHER RESOLVED, that all discretionary options heretofore granted
under the Outside Director Stock Option Plan are hereby ratified, approved and
confirmed.
<PAGE>
Exhibit 5.1
SIDLEY & AUSTIN
One First National Plaza
Chicago, Illinois 60603
May 15, 1998
True North Communications Inc.
101 East Erie Street
Chicago, Illinois 60611
Re: 4,500,000 Shares of Common Stock, $.33 1/3 par
value and 4,500,000 Preferred Stock Purchase Rights
---------------------------------------------------
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by True North Communications Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of an aggregate of 4,500,000 shares of Common Stock, $.33 1/3 par
value, of the Company (the "Registered Common Stock"), together with 4,500,000
Preferred Stock Purchase Rights of the Company (the "Registered Rights")
associated therewith, to be issued under the True North Communications Inc.
Stock Option Plan (the "Stock Option Plan") or the True North Communications
Inc. Outside Director Stock Option Plan (the "Outside Director Plan" and,
together with the Stock Option Plan, the "Plans"). The terms of the Rights are
set forth in the Rights Agreement dated as of November 16, 1988 (the "Rights
Agreement") between the Company and Harris Trust and Savings Bank, as Rights
Agent.
We are familiar with the proceedings to date with respect to the
proposed issuance of the Registered Common Stock and the Registered Rights under
the Plans and have examined such records, documents and questions of law, and
satisfied ourselves as to such matters of fact, as we have considered relevant
and necessary as a basis of this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the laws of
the State of Delaware.
2. Any shares of the Registered Common Stock which are newly issued in
connection with either of the Plans will constitute shares of Common Stock of
the Company which have been duly authorized and validly issued and are fully
paid and non-assessable when (i) the Registration Statement shall have become
effective under the Securities Act; (ii) with respect to any such shares issued
under the Stock Option Plan, the Company's Board of
<PAGE>
Directors or a duly authorized committee thereof shall have authorized the
issuance and sale of such shares as contemplated by the Stock Option Plan; and
(iii) certificates representing such shares shall have been duly executed,
countersigned and registered and duly delivered upon payment of the agreed
consideration therefor (not less than the par value thereof) determined in
accordance with the terms of the Stock Option Plan or the Outside Director Plan,
as the case may be.
3. The Registered Rights associated with the newly issued shares of
Registered Common Stock referred to in paragraph 2 will be legally issued when
(i) such Registered Rights have been duly issued in accordance with the terms of
the Rights Agreement, and (ii) the related shares of Registered Common Stock
shall have been duly issued and paid for as set forth in paragraph 2.
This opinion is limited to the General Corporation Law of the State of
Delaware and the laws of the United States of America.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement or related prospectus.
Very truly yours,
/s/ SIDLEY & AUSTIN
-2-
<PAGE>
Exhibit 23.1
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 March 25, 1998
incorporated by reference in True North Communications Inc.'s Form 10-K for the
year ended December 31, 1997 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
May 15, 1998
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Bruce Mason, Donald L. Seeley and Theodore J.
Theophilos, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, in any and all
capacities, to sign any and all Registration Statements or amendments (including
post-effective amendments) to any Registration Statement relating to any
employee benefit plan of True North Communications Inc. or any of its
subsidiaries, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each of said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof. This Power of Attorney shall be effective from the
date on which it is signed until January 1, 1999.
Name Date Signed
---- -----------
, 1998
- ------------------------------------- --------------------------------------
Bruce Mason
, 1998
- ------------------------------------- --------------------------------------
Donald L. Seeley
, 1998
- ------------------------------------- --------------------------------------
John J. Rezich
/s/ Charles D. Peebler, Jr. February 2, 1998
- ------------------------------------- --------------------------------------
Charles D. Peebler, Jr.
/s/ Richard S. Braddock February 2, 1998
- ------------------------------------- --------------------------------------
Richard S. Braddock
/s/ David A. Bell February 10, 1998
- ------------------------------------- --------------------------------------
David A. Bell
/s/ Donald M. Elliman, Jr. February 2, 1998
- ------------------------------------- --------------------------------------
Donald M. Elliman, Jr.
/s/ W. Grant Gregory February 3, 1998
- ------------------------------------- --------------------------------------
W. Grant Gregory
/s/ Leo-Arthur Kelmenson February 9, 1998
- ------------------------------------- --------------------------------------
Leo-Arthur Kelmenson
/s/ Richard P. Mayer January 31, 1998
- ------------------------------------- --------------------------------------
Richard P. Mayer
/s/ Michael E. Murphy January 31, 1998
- ------------------------------------- --------------------------------------
Michael E. Murphy
/s/ J. Brendan Ryan February 9, 1998
- ------------------------------------- --------------------------------------
J. Brendan Ryan
/s/ Stephen T. Vehslage February 2, 1998
- ------------------------------------- --------------------------------------
Stephen T. Vehslage
