<PAGE>
As filed with the Securities and Exchange Commission on June 8, 1999
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 of (IRS Employer
Incorporation or Organization) Identification No.)
101 East Erie Street
Chicago, Illinois 60611-2897
(Address of Principal Executive Offices) (Zip Code)
TRUE NORTH COMMUNICATIONS INC.
STOCK OPTION PLAN AND OUTSIDE
DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
Theodore J. Theophilos
Executive Vice President of Corporate Development and Business Affairs
True North Communications Inc.
101 East Erie Street
Chicago, Illinois
60611-2897
(Name and address of agent for service)
(312) 425-6500
(Telephone number, including area code, of agent for service.)
Calculation of Registration Fee
<TABLE>
<CAPTION>
======================================================================================================================
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price aggregate offering Amount of
to be Registered registered per share (1) price registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 3,700,000 $23.38 $86,506,000 $24,049
$.33 1/3 par value (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
June 1, 1999, which was $23.38.
(2) Includes an equal number of associated preferred stock purchase rights
("Rights") to purchase 1/2,000 of a share of Series B Junior Participating
Preferred Stock, par value $1.00 per share. Rights initially are attached
to and trade with the Common Stock of Registrant. The value attributable to
such 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.
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. Annual Report on Form 10-K for the year ended December 31, 1998;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
3. Current Reports on Form 8-K dated February 25, 1999, March 12, 1999, April
13, 1999 and April 16, 1999;
4. The description of the Registrant's Common Stock contained in the Joint
Proxy Statement/ 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
5. The description of the Registrant's Preferred Stock Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A filed on
November 5, 1998 and any amendment or report 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
2
<PAGE>
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
Suzanne S. Bettman, Vice President and Assistant General Counsel of
True North, will issue an opinion about the legality of the True North Common
Stock being offered by this prospectus.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, the
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 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 Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994).
3
<PAGE>
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 Certificate of Designation of Series B Junior Participating
Preferred Stock of Registrant, filed in Delaware on November 5,
1998 (incorporated by reference to Exhibit 4.3 to Registrant's
Registration Statement on Form S-3, filed December 7, 1998 (File
No. 333-68485)).
4.4 Bylaws, as restated March 4, 1998, 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, filed November
26, 1997 (File No. 333-41189)).
4.5 Certificate of Amendment of 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).
4.6 Rights Agreement dated as of November 4, 1998 between Registrant
and The First Chicago Trust Company of New York, as Rights Agent
(incorporated by reference to Exhibit 4 to Registrant's Current
Report on Form 8-K dated November 8, 1998)).
4.7 Registrant's Stock Option Plan (incorporated by reference to
Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998).
4.8 Registrant's Outside Directors Stock Option Plan (incorporated
by reference to Appendix A to Registrant's Definitive Proxy
Statement for its Annual Meeting of Stockholders held on May 30,
1992).
4.9 Amendment to Registrant's Outside Director Stock Option Plan
(incorporated by reference to Exhibit 4.11 to Registrant's
Registration Statement on Form S-8 filed May 19, 1998 (File No.
333-52989)).
*5.1 Opinion of Suzanne S. Bettman, Vice President, Assistant General
Counsel of Registrant.
*23.1 Consent of Arthur Andersen LLP, independent public accountants.
*23.2 Consent of KPMG LLP, independent certified public accountants.
4
<PAGE>
*23.2 Consent of Suzanne S. Bettman, Vice President, Assistant
General Counsel of Registrant (included in Exhibit 5.1).
*24.1 Power of Attorney (included in signature page).
(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 the volume of securities offered if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 424(b) of the Securities Act 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 in 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
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 15(d) of the Securities
Exchange Act of 1934 (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.
5
<PAGE>
(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 this 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 Commission 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.
6
<PAGE>
SIGNATURES
Registrant: 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 June 8, 1999.
TRUE NORTH COMMUNICATIONS INC.
By: /s/ David A. Bell
----------------------------------
David A. Bell
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David A. Bell, Donald L. Seeley and Theodore J.
Theophilos, and each of them, his or her true and lawful attorney-in-fact with
full power of substitution and resubstitution, in any and all capacities, to
sign this Registration Statement or amendments (including post-effective
amendments) thereto 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.
* * * * *
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons on June 8, 1999 in the capacities indicated.
<TABLE>
<CAPTION>
Signature Capacity
--------- --------
<S> <C>
/s/ David A. Bell Chairman and Chief Executive
------------------------------ Officer (principal
David A. Bell executive officer) and Director
Vice Chairman, Executive Vice
/s/ Donald L. Seeley President, Chief Financial
------------------------------ Officer (principal financial
Donald L. Seeley officer) and Director
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
/s/ Kevin J. Smith Senior Vice President, Chief
------------------------------ Accounting Officer
Kevin J. Smith (principal accounting officer)
/s/ Ronald W. Bess
------------------------------ Director
Ronald W. Bess
/s/ Joseph A. Califano, Jr.
------------------------------ Director
Joseph A. Califano, Jr.
/s/ Donald M. Elliman, Jr.
------------------------------ Director
Donald M. Elliman, Jr.
/s/ H. John Greeniaus
------------------------------ Director
H. John Greeniaus
/s/ Leo-Arthur Kelmenson
------------------------------ Director
Leo-Arthur Kelmenson
/s/ Michael E. Murphy
------------------------------ Director
Michael E. Murphy
/s/ Charles D. Peebler, Jr.
------------------------------ Director
Charles D. Peebler, Jr.
/s/ J. Brendan Ryan
------------------------------ Director
J. Brendan Ryan
/s/ Marilyn R. Seymann
------------------------------ Director
Marilyn R. Seymann
/s/ Stephen T. Vehslage
------------------------------ Director
Stephen T. Vehslage
</TABLE>
8
<PAGE>
Exhibit 5.1
[True North Logo Appears Here]
101 EAST ERIE STREET, CHICAGO, ILLINOIS 60611.2897, USA PHONE 312 425 6598
FAX 312 425 6589
SUZANNE S. BETTMAN
VICE PRESIDENT
ASSISTANT GENERAL COUNSEL
June 8, 1999
True North Communications Inc.
101 East Erie Street
Chicago, Illinois 60611
Ladies and Gentlemen:
This opinion is delivered to you in connection with the registration
statement on Form S-3 to be filed with the Securities and Exchange Commission on
the date hereof (the "Registration Statement") relating to the registration of
3,700,000 shares of common stock, $.33-1/3 par value per share, of True North
Communications Inc. (the "Company") together with Preferred Stock Purchase
Rights (the "Rights") associated therewith (the "Option Shares") issued under
the True North Communications Inc. Stock Option Plan (the "Plan"). The terms of
the Rights are set forth in the Rights Agreement dated as of November 4, 1998
and amended as of April 12, 1999 between the Company and the First Chicago Trust
Company of New York, as Rights Agent.
I, in my capacity as Vice President and Assistant General Counsel of the
Company, am familiar with the proceedings to date with respect to the
Registration Statement and have examined such records, documents and matters of
law and satisfied myself as to such matters of fact as I have considered
relevant for the purposes of this opinion.
Based upon my examination mentioned above, I am of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Delaware.
2. Each Option Share will be validly issued, fully paid and non-
assessable when a certificate representing such Option Share shall
have been duly executed, countersigned and registered and duly
delivered upon receipt of the agreed consideration therefor (no less
than the par value thereof) determined in accordance with the terms of
the Plan.
3. The Rights associated with the Option Shares will be legally issued
when such Rights shall have been duly issued in accordance with the
terms of the Rights Agreement.
I do not find it necessary for the purposes of this opinion, and
accordingly do not purport to cover herein, the application of the securities or
"blue sky" laws of the various states to the sale of the Option Shares or
associated Rights.
<PAGE>
June 4, 1999
Page 2
This opinion is limited to the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. I assume
no obligation to revise or supplement this opinion should the General
Corporation Law of the State of Delaware or the federal law of the United States
as presently in effect be changed by legislative action, judicial decision or
otherwise.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement and to the
references to me in the Registration Statement. In giving this consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Suzanne S. Bettman
Suzanne S. Bettman
Vice President
Assistant General Counsel
<PAGE>
ARTHUR ANDERSEN LLP
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 reports and to all references to
our Firm included in or made a part of this Registration Statement on Form S-8.
/s/ Arthur Andersen LLP
Chicago, Illinois
June 3, 1999
<PAGE>
Exhibit 23.2
ACCOUNTANT'S CONSENT
--------------------
The Board of Directors
True North Communications, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG LLP
Omaha, Nebraska
June 4, 1999
