As filed with the Securities and Exchange Commission on
Registration No. 33-
____________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREY ADVERTISING INC.
____________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-0802840
______________________________________ __________________
(State of Incorporation) (I.R.S. Employer
Identification No.)
777 Third Avenue, New York, New York 10017
________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Grey Advertising Inc. 1987 Stock Option Plan
_______________________________________________________
(Full Title of the Plan)
Steven G. Felsher, Esq.
c/o Grey Advertising Inc.
777 Third Avenue
New York, New York 10017
(212) 546-2000
____________________________________________________________________
(Name, Address and Telephone Number, Including Area Code,
of Agent For Service)
Copies to:
David J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
______________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share(2)(3) Price(1)(3) Fee(4)
______________________________________________________________________
Common Stock, 35,783 $188.00 $6,727,204 $2,319.73
par value, $1
per share
______________________________________________________________________
(1) Reflects, pursuant to Rule 457(h) of the Securities Act of
1933, as amended (the "Securities Act"), the maximum number
of shares issuable under the 1987 Stock Option Plan (the
"Plan") and such number of shares of Common Stock as may be
issuable pursuant to the antidilution provisions of the
Plan.
(2) Estimated pursuant to Rules 457(c) and (h) under the
Securities Act on the basis of the average of the high and
low sales prices for a share of Common Stock on The Nasdaq
Stock Market's National Market as of July 19, 1995.
(3) Estimated solely for the purpose of calculating the
registration fee.
(4) The registration fee has been calculated pursuant to Section
6(b) of the Securities Act.
______________________________________________________________________
EXPLANATORY NOTE
The Reoffer Prospectus which is filed as a part
of this Registration Statement on Form S-8 has been
prepared in accordance with the requirements of Part I of
Form S-3 and may be used for reoffers or resales of
shares of the Common Stock of Grey Advertising Inc.
acquired pursuant to the exercise of Options under the
Company's 1987 Stock Option Plan. Such shares are
"restricted securities" (as such term is defined in Rule
144(a)(3) of the General Rules and Regulations under the
Securities Act of 1933) and were acquired by the Selling
Stockholders prior to the filing of this registration
statement.
REOFFER PROSPECTUS
GREY ADVERTISING INC.
5,799 SHARES OF COMMON STOCK UNDER THE
GREY ADVERTISING INC. 1987 STOCK OPTION PLAN
This Reoffer Prospectus (the "Prospectus") relates to the
offering by certain selling stockholders (the "Selling
Stockholders") of Grey Advertising Inc. (the "Company"), who may
be deemed "affiliates" of the Company (as such term is defined in
Section 405 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Securities Act")), of
shares of Common Stock, par value $1 per share (the "Common
Stock"), of the Company, which have been acquired by them and are
available to be resold by them pursuant to the Company's 1987
Stock Option Plan (the "Plan").
The distribution of the Common Stock by the Selling
Stockholders may be effected from time to time, in one or more
transactions, at prices related to the prevailing market prices
or at negotiated prices.
The Company will not receive any of the proceeds from the
sales of the Common Stock. All expenses of registration incurred
in connection with this offering are being borne by the Company,
but all brokerage commissions and other expenses incurred by
individual Selling Stockholders will be borne by such Selling
Stockholders.
The Common Stock is listed on The Nasdaq Stock Market's
National Market ("Nasdaq").
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Reoffer Prospectus is July 21, 1995
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . 3
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . . 4
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . 5
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . 5
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . 7
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . 7
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy and
information statements and other information with the Securities
and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: 500
West Madison Street, Suite 1400, Chicago, IL 60661 and 7 World
Trade Center, 13th Floor, New York, NY 10048. Copies of such
material can also be obtained from the Public Reference Section
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, such
material can be inspected at the offices of the National
Association of Securities Dealers, Inc. at 1735 K Street,
Washington, D.C. 20006.
The Company has filed a registration statement (the
"Registration Statement") on Form S-8 with respect to the Common
Stock offered hereby with the Commission under the Securities
Act. This Prospectus, which constitutes a part of the
Registration Statement, relates only to the Common Stock, and
does not contain all the information set forth in the
Registration Statement, certain items of which are contained in
schedules and exhibits to the Registration Statement as permitted
by the rules and regulations of the Commission. Statements
contained in this Prospectus as to the contents of any agreement,
instrument or other document referred to are not necessarily
complete. With respect to each such agreement, instrument or
other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description
of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission, which
have been incorporated by reference in the Company's Registration
Statement on Form S-8 are also incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 as amended by Form 10-K/A,
dated April 27, 1995.
(2) The Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1995, dated May 12, 1995;
and
(3) A description of the Company's Common Stock
is set forth below.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Common Stock shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in
this Prospectus or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently filed
document that also is or is 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
Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written or
oral request of such person, a copy of any or all of the
documents referred to above which have been or may be
incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by
reference in such documents). Written requests for such copies
should be directed to Grey Advertising Inc., Attention:
Assistant Secretary, 777 Third Avenue, New York, New York 10017.
Telephone requests may be directed to (212) 546-2000.
GENERAL
The Company's principal executive offices are located at 777
Third Avenue, New York, New York 10017 and its telephone number
is (212) 546-2000.
The Common Stock to which this Prospectus relates was issued
pursuant to the exercise of options to purchase shares of Common
Stock ("Options") granted to eligible key employees (including
employee-directors) of the Company and its subsidiaries pursuant
to the Plan, adopted by the Board of Directors of the Company
(the "Board") on December 2, 1987 and was effective as of
December 2, 1987. An amendment to the Plan was adopted by the
Board on April 3, 1990 and approved by the shareholders on June
14, 1990 (the "1990 Amendment").
The Plan originally provided that 100,000 shares of Common
Stock be available for future issuance under the Plan, subject to
adjustment upon the occurrence of certain events. The 1990
Amendment effected an increase in the number of shares of Common
Stock available for future issuance under the Plan to 200,000.
In connection with the adoption of the Grey Advertising Inc. 1994
Stock Incentive Plan by the stockholders on June 27, 1994, the
Plan was terminated and Common Stock previously available for the
grant of options under the Plan is no longer available. As of
the date hereof, there are Options granted under the plan to
purchase 29,984 shares of Common Stock and 5,799 shares of Common
Stock have been issued in connection with the exercise of
Options.
DESCRIPTION OF SECURITIES
The Company is authorized to issue up to 10,000,000 shares
of Common Stock, 2,000,000 shares of Limited Duration Class B
Common Stock, par value $1 per share (the "Class B Common
Stock"), and 500,000 shares of Preferred Stock, par value $1 per
share (the "Preferred Stock"). As of June 1, 1995, there were
917,827 shares of Common Stock issued and outstanding and 115,009
shares of Common Stock available for issuance upon exercise of
outstanding stock options, 346,751 shares of Common Stock
available for issuance upon conversion of Class B Common Stock
(including shares of Class B Common Stock issuable upon
conversion of convertible debentures) and 25,500 shares of Common
Stock available for issuance upon the conversion of outstanding
convertible debentures. As of June 1, 1995, there were 321,251
shares of Class B Common Stock and 32,000 shares of Preferred
Stock issued and outstanding.
As more fully described in the Company's Restated
Certificate of Incorporation (the "Certificate of
Incorporation"), the holders of Common Stock and Class B Common
Stock, subject to the preferential rights of the holders of
Preferred Stock, are entitled to receive such dividends as may be
declared from time to time by the Company's Board of Directors
out of funds legally available therefor and to share equally,
with the holders of Preferred Stock, in the assets of the Company
upon any liquidation, dissolution or winding up of the Company.
Holders of Preferred Stock are entitled to cumulative
preferential dividends of $.25 per calendar year and a
preferential liquidation distribution of $1.00 for each share of
Preferred Stock.
Subject to the rights of the holders of shares of Series I
Preferred Stock, the holders of Common Stock are entitled to one
vote per share voting as a class with the holders of Preferred
Stock and Class B Common Stock, on all matters submitted to
stockholders generally. The holders of Class B Common Stock are
generally entitled to ten votes per share until April 3, 1996
(unless extended by a vote of the stockholders), when the Class B
Common Stock automatically converts into shares of Common Stock
and the holders of Preferred Stock are generally entitled to
eleven votes per share so long as the Class B Common Stock has
not automatically converted into Common Stock and two votes per
share thereafter. The holders of Common Stock vote separately as
a class with respect to amendments to the Certificate of
Incorporation that alter or change the powers, preferences or
special rights of the Common Stock to affect them adversely, and
with respect to such other matters as may require class votes
under the General Corporation Law of the State of Delaware. The
holders of Series I Preferred Stock, voting separately as a
single class, have the right to elect or remove one-quarter of
the Company's Board of Directors, and to approve the merger or
consolidation of the Company or sale by it of all or
substantially all of its assets. The Certificate of
Incorporation currently provides for cumulative voting on all
elections of directors. Holders of Common Stock have no
conversion, preemptive or subscription rights, and the shares of
Common Stock are not subject to redemption. All outstanding
shares of Common Stock and all shares of Common Stock offered
hereby will be fully paid and non-assessable.
As set forth in the Certificate of Incorporation, holders of
Class B Common Stock have limited transfer rights, although the
Class B Common Stock is at all times convertible into Common
Stock on a share for share basis. In addition, as described
above, the Class B Common Stock is scheduled to convert
automatically into Common Stock on April 3, 1996 (unless extended
by a vote of stockholders).
The Certificate of Incorporation and the Company's By-Laws
(the "By-Laws") currently contain certain provisions which may
have "anti-takeover" effects. The Certificate of Incorporation
and By-Laws (a) require the vote of two-thirds of the outstanding
stock of the Company and the vote of a majority of the Series I
Preferred Stock to approve a merger or consolidation of the
Company or the disposition of substantially all of the assets of
the Company, (b) divide the Board of Directors into three
classes, one class to be elected each year, (c) require
cumulative voting in the election of directors, (d) require the
vote of four-fifths of the outstanding stock of the Company to
permit the stockholders to amend the By-Laws for the purpose of
changing the number of directors, (e) provide that in the event
a vote of the Board of Directors is tied, the Chairman of the
Board shall be entitled to cast an additional vote, (f) permit
the holders of the Series I Preferred Stock to vote as a separate
class to elect or remove one quarter of the Board of Directors,
and (g) require a majority of the outstanding shares of Series I
Preferred Stock, voting as a separate class to approve the
issuance of additional series of Preferred Stock if the holders
of such new shares will be entitled to vote with the holders of
Series I Preferred Stock on the election of directors or the
merger, consolidation or sale of all or substantially all of the
assets of the Company.
In addition, subject to applicable law, the Board of
Directors of the Company may issue, in its sole discretion,
additional shares of Common Stock and Preferred Stock without
further stockholder action. Preferred Stock may be issued in one
or more series and may have such designations, preferences and
relative rights, qualifications and limitations as the Board of
Directors may fix by resolution or resolutions at the time of
issuance. It might be possible for the Board to use its
authority to issue Common Stock or Preferred Stock in a way which
could deter or impede the completion of a tender offer or other
attempt to gain control of the Company which the Board of
Directors does not approve. The Company does not have any
present plans or commitments to use its authority to effect any
such transaction, but reserves the right to take any action in
the future which the Board deems to be in the best interests of
the Company and its stockholders under the circumstances.
The foregoing description of the Common Stock is qualified
in its entirety by reference to Article Fourth of the Certificate
of Incorporation, incorporated herein by reference.
The Common Stock is listed on The Nasdaq Stock Market's
National Market and is subject to quotation on the National
Association of Securities Dealers Automated Quotations System.
USE OF PROCEEDS
All of the shares of Common Stock to which this prospectus
relates are being offered by the Selling Stockholders. The
Company will not receive any proceeds from sales of Common Stock
by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth for those Selling
Stockholders having beneficial ownership of shares of Common
Stock pursuant to the Plan: (i) the name and position of all
Selling Stockholders eligible to reoffer and resell Common Stock
pursuant to this Prospectus; (ii) the number of shares of Common
Stock beneficially owned by each Selling Stockholder as of June
2, 1995; (iii) the number of shares of Common Stock covered by
this Prospectus; and (iv) the percentage, if one percent or more,
of the Common Stock to be beneficially owned by each Selling
Stockholder after completion of this offering, assuming the sale
of all shares of Common Stock covered by this Prospectus.
% OF SHARES
SHARES BENEFICIALLY
BENEFICIALLY OWNED AFTER
NAME AND OWNED AS OF SHARES COMPLETION
POSITION JUNE 2, 1995 COVERED OF OFFERING
Bell, James 250 100 *
Senior Vice
President
Boyle, Barbara 66 66 *
Vice President
Capellini, Joseph 134 134 *
Vice President
Deval, William 300 300 *
Senior Vice
President
Feigin, Barbara 5,326 333 *
Executive Vice
President
Fox, Jonathan 700 500 *
Executive Vice
President
Freilicher, David 134 134 *
Vice President
Frisch Kuryk, Judith 100 100 *
Vice President
Giacomino, Robert 1,300 200 *
Senior Vice
President
Giaimo, Robert 100 100 *
Vice President
Graham, James K. 200 200 *
Vice President
Graham, James D. 66 66 *
Vice President
Haiman, Kurt 100 100 *
Vice President
Hartmann, Christopher 500 134 *
Senior Vice President
Herman, Carol 2,300 500 *
Executive Vice
President
Kushel, Richard 220 200 *
Vice President
Pugliese, Anthony 1,300 800 *
Senior Vice President
Ravitz, Robert 700 634 *
Executive Vice
President
Rosenkranz, Eric 166 166 *
Senior Vice
President
Schoenfein, R., 166 166 *
Estate of
Weinstock, Milton 1,481 666 *
Executive Vice
President
Wojciechowski, Casimir 500 200 *
Senior Vice
President
_____________
* Less than 1%
The preceding table lists Selling Stockholders who are
eligible to reoffer and resell Common Stock which was acquired
upon the exercise of Options granted under the Plan pursuant to
this Prospectus, whether or not any of the Selling Stockholders
have a present intent to reoffer or resell such shares. There is
no assurance that any of the Selling Stockholders will sell any
or all of the Common Stock offered by them hereunder.
PLAN OF DISTRIBUTION
Any shares of Common Stock being offered hereby will be sold
by the Selling Stockholders for their own accounts. The Company
will not receive any of the proceeds from such sales of the
Common Stock.
The distribution of the Common Stock by the Selling
Stockholders may be effected from time to time, in one or more
transactions, at prices related to the prevailing market prices
or at negotiated prices. In the event that one or more broker-
dealers agrees to sell Common Stock, it may do so by purchasing
Common Stock as principals or by selling the Common Stock as
agents.
LEGAL MATTERS
Certain legal matters with respect to the offering of the
shares of Common Stock registered hereby have been passed upon by
Skadden, Arps, Slate, Meagher & Flom ("SASM&F"), 919 Third
Avenue, New York, New York 10022, special counsel to the Company.
Mark N. Kaplan is a partner of SASM&F and a director and
shareholder of the Company.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities
and Exchange Commission (the "Commission"), by Grey
Advertising Inc., a Delaware corporation (the "Company"),
pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), or the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated
herein by reference:
(1) The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, as amended by
Form 10-K/A, dated April 27, 1995.
(2) The Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1995, dated May 12,
1995.
(3) A description of the Company's Common Stock is
set forth below.
All documents subsequently filed with the Commission
by the Company, pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, 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 herein and to be a part
hereof from the date of filing of such 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 such 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.
The Company is authorized to issue up to 10,000,000
shares of Common Stock, par value $1 per share (the
"Common Stock"), 2,000,000 shares of Limited Duration
Class B Common Stock, par value $1 per share (the "Class
B Common Stock"), and 500,000 shares of Preferred Stock,
par value $1 per share (the "Preferred Stock"). As of
June 1, 1995, there were 917,827 shares of Common Stock
issued and outstanding and 115,009 shares of Common Stock
available for issuance upon exercise of outstanding stock
options, 346,751 shares of Common Stock available for
issuance upon conversion of Class B Common Stock
(including shares of Class B Common Stock issuable upon
conversion of convertible debentures) and 25,500 shares
of Common Stock available for issuance upon the
conversion of outstanding convertible debentures. As of
June 1, 1995, there were 321,251 shares of Class B Common
Stock and 32,000 shares of Preferred Stock issued and
outstanding.
As more fully described in the Company's Restated
Certificate of Incorporation (the "Certificate of
Incorporation"), the holders of Common Stock and Class B
Common Stock, subject to the preferential rights of the
holders of Preferred Stock, are entitled to receive such
dividends as may be declared from time to time by the
Company's Board of Directors out of funds legally
available therefor and to share equally, with the holders
of Preferred Stock, in the assets of the Company upon any
liquidation, dissolution or winding up of the Company.
Holders of Preferred Stock are entitled to cumulative
preferential dividends of $.25 per calendar year and a
preferential liquidation distribution of $1.00 for each
share of Preferred Stock.
Subject to the rights of the holders of shares of
Series I Preferred Stock, the holders of Common Stock are
entitled to one vote per share voting as a class with the
holders of Preferred Stock and Class B Common Stock, on
all matters submitted to stockholders generally. The
holders of Class B Common Stock are generally entitled to
ten votes per share until April 3, 1996 (unless extended
by a vote of the stockholders), when the Class B Common
Stock automatically converts into shares of Common Stock
and the holders of Preferred Stock are generally entitled
to eleven votes per share so long as the Class B Common
Stock has not automatically converted into Common Stock
and two votes per share thereafter. The holders of
Common Stock vote separately as a class with respect to
amendments to the Certificate of Incorporation that alter
or change the powers, preferences or special rights of
the Common Stock to affect them adversely, and with
respect to such other matters as may require class votes
under the General Corporation Law of the State of
Delaware (the "DGCL"). The holders of Series I Preferred
Stock, voting separately as a single class, have the
right to elect or remove one-quarter of the Company's
Board of Directors, and to approve the merger or
consolidation of the Company or sale by it of all or
substantially all of its assets. The Certificate of
Incorporation currently provides for cumulative voting on
all elections of directors. Holders of Common Stock have
no conversion, preemptive or subscription rights, and the
shares of Common Stock are not subject to redemption.
All outstanding shares of Common Stock and all shares of
Common Stock offered hereby will be fully paid and non-
assessable.
As set forth in the Certificate of Incorporation,
holders of Class B Common Stock have limited transfer
rights, although the Class B Common Stock is at all
times convertible into Common Stock on a share for share
basis. In addition, as described above, the Class B
Common Stock is scheduled to convert automatically into
Common Stock on April 3, 1996 (unless extended by a vote
of stockholders).
The Certificate of Incorporation and the Company's
By-Laws (the "By-Laws") currently contain certain
provisions which may have "anti-takeover" effects. The
Certificate of Incorporation and By-Laws (a) require the
vote of two-thirds of the outstanding stock of the
Company and the vote of a majority of the Series I
Preferred Stock to approve a merger or consolidation of
the Company or the disposition of substantially all of
the assets of the Company, (b) divide the Board of
Directors into three classes, one class to be elected
each year, (c) require cumulative voting in the election
of directors, (d) require the vote of four-fifths of the
outstanding stock of the Company to permit the
stockholders to amend the By-Laws for the purpose of
changing the number of directors, (e) provide that in
the event a vote of the Board of Directors is tied, the
Chairman of the Board shall be entitled to cast an
additional vote, (f) permit the holders of the Series I
Preferred Stock to vote as a separate class to elect or
remove one quarter of the Board of Directors, and (g)
require a majority of the outstanding shares of Series I
Preferred Stock, voting as a separate class to approve
the issuance of additional series of Preferred Stock if
the holders of such new shares will be entitled to vote
with the holders of Series I Preferred Stock on the
election of directors or the merger, consolidation or
sale of all or substantially all of the assets of the
Company.
In addition, subject to applicable law, the Board of
Directors of the Company may issue, in its sole
discretion, additional shares of Common Stock and
Preferred Stock without further stockholder action.
Preferred Stock may be issued in one or more series and
may have such designations, preferences and relative
rights, qualifications and limitations as the Board of
Directors may fix by resolution or resolutions at the
time of issuance. It might be possible for the Board to
use its authority to issue Common Stock or Preferred
Stock in a way which could deter or impede the completion
of a tender offer or other attempt to gain control of the
Company which the Board of Directors does not approve.
The Company does not have any present plans or
commitments to use its authority to effect any such
transaction, but reserves the right to take any action in
the future which the Board deems to be in the best
interests of the Company and its stockholders under the
circumstances.
The foregoing description of the Common Stock is
qualified in its entirety by reference to Article Fourth
of the Certificate of Incorporation, incorporated herein
by reference.
The Common Stock is listed on The Nasdaq Stock
Market's National Market and is subject to quotation on
the National Association of Securities Dealers Automated
Quotations System.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the offering
of the shares of Common Stock registered hereby have been
passed upon by Skadden, Arps, Slate, Meagher & Flom
("SASM&F"), 919 Third Avenue, New York, New York 10022,
special counsel to the Company. Mark N. Kaplan is a
partner of SASM&F and a director and shareholder of the
Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain
provisions of the Certificate of Incorporation and the
By-Laws and the DGCL, as such provisions relate to the
indemnification of the directors and officers of the
Company. This description is intended only as a summary
and is qualified in its entirety by reference to the
Certificate of Incorporation and the By-Laws,
incorporated herein by reference and the DGCL.
Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason
of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a
director, officer, employee or agent of another
corporation or enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding
if such person acted in good faith and in a manner such
person reasonably believed to be in, or not opposed to,
the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.
Section 145 also empowers a corporation to indemnify
any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact
that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in
connection with the defense or settlement of such action
or suit if such person acted under similar standards,
except that no indemnification may be made in respect of
any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the
court in which such action was brought shall determine
that despite the adjudication of liability such person is
fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 145 of the DGCL further provides that to the
extent that a director, officer, employee or agent of a
corporation has been successful in the defense of any
action, suit or proceeding referred to above or in the
defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such
person in connection therewith; that, unless otherwise
ordered by a court, indemnification pursuant to Sections
145 (a) and (b) of the DGCL may only be made upon
specific authorization after a determination that the
person to be indemnified has met the applicable standard
of conduct; that indemnification provided for by Section
145 of the DGCL shall not be deemed exclusive of any
other rights to which the indemnified party may be
entitled; and that the corporation is empowered to
purchase and maintain insurance on behalf of a director,
officer, employee or agent of the corporation against any
liability asserted against such person and incurred by
him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would
have the power to indemnify such director or officer
against such liabilities under Section 145 of the DGCL.
Section 102(b)(7) of the DGCL provides that a
certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a
director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not
eliminate or limit the liability of a director of a
director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock), or (iv) for any
transaction from which the director derived an improper
personal benefit.
Article Eleventh of the Certificate of
Incorporation, as amended, provides as follows:
"The Company shall, to the fullest extent permitted
by the General Corporation Law of the State of Delaware,
as amended from time to time, indemnify the members of
its Board of Directors, indemnify the officers of the
Company and any and all persons whom it shall have power
to indemnify from and against any and all expenses,
liabilities or other matters.
No director of the Company shall be personally
liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty by such director as
a director; provided, however, that this Article Eleventh
shall not eliminate or limit the liability of a director
to the extent provided by applicable law (i) for any
breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the
General Corporation Law of Delaware or (iv) for any
transaction from which the director derived an improper
personal benefit. No amendment to or repeal of this
Article Eleventh shall apply to, or have any effect on,
the liability or alleged liability of any director of the
Company for or with respect to any acts or omissions of
such director occurring prior to such amendment or
repeal."
Article Fifth of the By-Laws, as amended, provides
as follows:
"The Corporation shall, to the fullest extent
permitted by the General Corporation Law of the State of
Delaware, indemnify members of the Board and may, if
authorized by the Board, indemnify its officers and any
and all persons whom it shall have power to indemnify,
against any and all expenses, liabilities or other
matters."
In June 1987, the Company entered into an
indemnification agreement with each of its directors
pursuant to which the Company agreed, among other things,
to indemnify to the fullest extent permitted by
applicable law and to advance expenses which are to be
repaid if it is ultimately determined that
indemnification would not be permitted under applicable
law.
The Company currently has in effect a form of
liability insurance policy covering directors, officers,
employees and agents, whereby, subject to certain
deductibles, exclusions and a reimbursement ceiling, the
insurer is required to reimburse the Company for any
indemnification that may properly be paid to any such
person.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed
that, in the opinion of the Commission, such
indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Certain of the securities that will be reoffered or
resold pursuant to this Registration Statement are
restricted securities acquired by certain employees of
the Company and its subsidiaries under the Company's 1987
Stock Option Plan prior to the filing of this
Registration Statement in transactions not involving a
public offering which were exempt from registration under
Section 4(2) of the Securities Act.
ITEM 8. EXHIBITS.
3.1 Restated Certificate of Incorporation of Grey
Advertising Inc. (Incorporated herein by
reference to Exhibit 3(a) to the Company's
Current Report on Form 8-K, dated April 7,
1994, filed with the Commission pursuant to
Section 13 of the Exchange Act.)
3.2 By-Laws of Grey Advertising Inc., as amended.
(Incorporated herein by reference to Exhibit
3.02 to the Company's Annual Report on Form 10-
K for the fiscal year ended December 31, 1988.)
5 Opinion of Skadden, Arps, Slate, Meagher &
Flom, special counsel to the Company regarding
the legality of the Common Stock being
registered, dated July 14, 1995.*
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom
to the filing of its opinion are included in
Exhibit 5.*
23.2 Consent of Ernst & Young LLP to the
incorporation by reference of its report on the
consolidated financial statements included in
the Company's Annual Report on Form 10-K for
its fiscal year ended December 31, 1994, dated
July 14, 1995.*
24 Powers of Attorney are included on the
signature page of this registration statement.*
_____________________
* Filed herewith.
ITEM 9. REQUIRED UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this registration statement 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;
(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.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
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.
(h) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in
the 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirement of the Securities Act of
1933, 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 this 14th day of July,
1995.
GREY ADVERTISING INC.
By: /s/ Steven G. Felsher
Steven G. Felsher
Executive Vice President,
Secretary and Treasurer
POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and
appoints Edward H. Meyer, Mark N. Kaplan and Steven G.
Felsher jointly and severally, such person's attorneys-
in-fact, each with the full power of substitution, for
such person in any and all capacities, to sign any
amendments (including post-effective amendments) to this
registration statement and to file the same, with
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said
attorneys-in-fact or the substitute or substitutes for
such attorney-in-fact, may do or cause to be done by
virtue hereof.
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.
Signature Title Date
/s/ Edward H. Meyer Chairman of the Board July 14, 1995
___________________ and President (Principal
Edward H. Meyer Executive Officer)
/s/ Steven G. Felsher Executive Vice President, July 14, 1995
_____________________ Secretary and Treasurer
Steven G. Felsher (Principal Financial
Officer)
/s/ William P. Garvey Executive Vice President July 14, 1995
_____________________ (Principal Accounting
William P. Garvey Officer)
/s/ Mark N. Kaplan Director July 14, 1995
_____________________
Mark N. Kaplan
/s/ O. John C. Shannon Director; President, July 14, 1995
______________________ Grey International
O. John C. Shannon
/s/ Richard R. Shinn Director July 14, 1995
______________________
Richard R. Shinn
LIST OF EXHIBITS
Exhibit No. Description
3.1 Restated Certificate of Incorporation of
Grey Advertising Inc. (Incorporated
herein by reference to Exhibit 3(a) to the
Company's Current Report on Form 8-K,
dated April 7, 1994, filed with the
Commission pursuant to Section 13 of the
Exchange Act.)
3.2 By-Laws of Grey Advertising Inc., as
amended. (Incorporated herein by
reference to Exhibit 3.02 to the Company's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1988.)
5 Opinion of Skadden, Arps, Slate, Meagher & Flom
regarding the legality of the Common Stock
being registered, dated July 14, 1995.*
23.1 Consent of Skadden, Arps, Slate, Meagher &
Flom to the filing of its opinion is
included in Exhibit 5.*
23.2 Consent of Ernst & Young LLP to the
incorporation by reference of its report
on the consolidated financial statements
included in the Company's Annual Report on
Form 10-K for its fiscal year ended
December 31, 1994, dated July 14, 1995.*
24 Powers of Attorney are included on the
signature page of this Registration Statement.*
__________________________
* Filed herewith.
EXHIBIT 5
July 14, 1995
Grey Advertising Inc.
777 Third Avenue
New York, New York 10017
Re: Registration Statement on Form S-8
relating to the Grey Advertising Inc.
1987 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel for Grey Advertising
Inc., a Delaware corporation (the "Company") in
connection with the preparation and filing with the
Securities and Exchange Commission of a Registration
Statement on Form S-8 (the "Form S-8") with respect to an
aggregate of 35,783 shares (the "Shares") of the
Company's Common Stock, par value $1 per share (the
"Common Stock"), which may be issued and sold pursuant to
the Company's 1987 Stock Option Plan (the "Plan").
This opinion is delivered in accordance with
the requirements of Item 601(b)(5) of Regulation S-K
promulgated under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have
examined and are familiar with (a) the Form S-8; (b) the
Restated Certificate of Incorporation of the Company; (c)
the By-laws of the Company; (d) the Plan; (e) a specimen
certificate representing the Common Stock; (f) certain
resolutions of the Company's Board of Directors and
stockholders relating, among other things, to the Plan,
the Form S-8, and related matters; and (g) such other
corporate records, certificates and documents as we have
deemed necessary and appropriate for the purpose of
rendering this opinion.
In our examination, we have assumed the
genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified,
conformed or photostatic copies and the authenticity of
all originals of such copies. As to any facts material
to this opinion that we did not independently establish
or verify, we have relied upon statements and
representations of officers and representatives of the
Company and others.
We are admitted to the Bar in the State of
Delaware and express no opinion as to the laws of any
other jurisdiction.
Based upon and subject to the foregoing and
assuming the conformity of the certificates representing
the Common Stock to the form of specimen thereof examined
by us and the due execution and delivery of such
certificates, we are of the opinion that the Shares and
the Plan have been duly authorized by requisite corporate
action by the Company, and that the Common Stock, when
issued, delivered and paid for in accordance with the
terms and conditions of the Plan, will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion
as an exhibit to the Form S-8 and any amendment thereto,
and to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in the Form S-8.
In giving such consent, we do not hereby admit that we
come into the category of persons whose consent is
required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in
the Registration Statement on Form S-8 pertaining to the
1987 Stock Option Plan of Grey Advertising Inc. of our
report dated February 8, 1995, with respect to the
consolidated financial statements of Grey Advertising
Inc. and consolidated subsidiary companies included in
its Annual Report (Form 10-K) for the year ended December
31, 1994, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
New York, New York
July 14, 1995
