As filed with the Securities and Exchange Commission on December 23, 1998.
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------
WATSON WYATT & COMPANY
(Exact name of registrant as specified in its charter)
Delaware 53-018291
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6707 Democracy Boulevard, Suite 800
Bethesda, Maryland 20817-1129
(Address of principal executive office, including zip code)
The Watson Wyatt Stock Purchase Plan
(Full title of the plan)
Walter W. Bardenwerper
Vice President, General Counsel and Secretary
Watson Wyatt & Company
6707 Democracy Boulevard, Suite 800
Bethesda, MD 20817
(301) 581-4600
(Name, address, and telephone number, including area code, of agent for service)
---------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================== ---------------------- ------------------------ ----------------------- ===================
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee
Per Share Price
======================== ====================== ======================== ======================= ===================
Common Stock 1,700,000 1 $6.05 $10,285,000 $3,916.10
======================== ====================== ======================== ======================= ===================
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement also relates to the registrant's Form S-8 Registration Statement (No.
33-317553) filed on December 10, 1996.
<FN>
1 Registration fee is being paid for 1,700,000 shares currently being
registered hereunder. A registration fee has previously been paid as to
3,700,000 shares, 1,319,009 shares of which this registration statement
relates to pursuant to Rule 429 under the Securities Act of 1933. The
amount of the filing fee previously paid associated with the securities
being carried forward was $881.12.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registrant's prior registration statement on Form S-8 (File No. 33-317553),
filed on December 10, 1996, is hereby incorporated herein by this reference.
Item 5. Interests of Named Experts and Counsel
The shares of Common Stock that may be held under the Plan will be original
issuance shares. The legality of the shares of Common Stock of the Company will
be passed upon for the Company by Walter W. Bardenwerper, Esq., General Counsel
of the Company. Mr. Bardenwerper owns 100,436 shares of Common Stock and is
eligible to purchase shares of Common Stock offered hereby.
Item 8. Exhibits.
Exhibit No.
4 Restated Bylaws of the Company
5 Opinion of Walter W. Bardenwerper, Esq.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Ernst & Young LLP
23(c) Consent of Walter W. Bardenwerper (included in
Exhibit No. 5)
24 Powers of Attorney (see signature page)
<PAGE>
SIGNATURES
Pursuant to the requirements 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 Bethesda, Maryland, on this 23rd day of December, 1998.
WATSON WYATT & COMPANY
By: /s/ A.W. Smith, Jr.
Name: A. W. Smith, Jr.
Title: President & Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer and director of Watson
Wyatt & Company whose signature follows constitutes and appoints Walter W.
Bardenwerper as such person's true and lawful attorney-in-fact and agent, with
full power of substitution and restitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) of and supplements to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent 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 to all intents and purposes and as fully as
such person might or could do in person, hereby ratifying and confirming all
that such attorney-in-fact and agent, or a substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on December 23, 1998 by the following persons in
the capacities indicated.
Signature Title
/s/ A. W. Smith, Jr.
A. W. Smith, Jr. Director; President & Chief Executive Officer
/s/ John J. Haley
John J. Haley Director; Vice President, President & Chief
Executive Officer-Elect
/s/ Carl D. Mautz
Carl D. Mautz Controller; Interim Chief Financial Officer
and Principal Accounting Officer
/s/ Thomas W. Barratt
Thomas W. Barratt Director
/s/ Paula A. DeLisle
Paula A. DeLisle Director
/s/ David B. Friend
David B. Friend Director
/s/ Ira T. Kay
Ira T. Kay Director
/s/ Brian E. Kennedy
Brian E. Kennedy Director
/s/ Eric P. Lofgren
Eric P. Lofgren Director
/s/ Robert D. Masding
Robert D. Masding Director
<PAGE>
R. Michael McCullough Director
/s/ Gail E. McKee
Gail E. McKee Director
/s/ Paul V. Mee
Paul V. Mee Director
/s/ John A. Steinbrunner
John A. Steinbrunner Director
/s/ A. Grahame Stott
A. Grahame Stott Director
<PAGE>
EXHIBIT INDEX
Exhibit No. Page No.
4 Restated Bylaws of the Company
5 Opinion of Walter W. Bardenwerper, Esq.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Ernst & Young LLP
23(c) Consent of Walter W. Bardenwerper (included in Exhibit No. 5) -
24 Powers of Attorney (see signature page) -
EXHIBIT 4
Restated Bylaws of the Company
<PAGE>
Watson Wyatt & Company
RESTATED BYLAWS
(Includes Changes Approved through November 19, 1998)
* * * * * *
SHAREHOLDERS' MEETINGS
Section 1.1 Place of Meetings. All meetings of the shareholders may be held at
such place and time as shall be stated in the notice of the meeting, or in a
duly executed waiver of notice thereof.
Section 1.2 Annual Meetings. An annual meeting of shareholders shall be held in
each year on a date and at a time determined by the Board of Directors and set
forth in the notice of such meeting. At such annual meeting, the shareholders
shall elect a Board of Directors and transact such other business as may
properly be brought before the meeting.
Section 1.3 Shareholders' List. At least ten days before every election of
directors, a complete list of the shareholders entitled to vote at said election
arranged in alphabetical order, with the residence of each and the number of
voting shares held by each, shall be prepared by the Secretary. Such list shall
be open for said ten days to the examination of any shareholder during normal
business hours at the place where the election is to be held or at such other
place in the city where the election is to be held as is designated by the
Secretary and is specified in the notice for such meeting, and shall be produced
and kept at the time and place of election during the whole time thereof, and
subject to the inspection of any shareholder who may be present.
Section 1.4 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by the Delaware General
Corporation Law as amended from time to time (the "DGCL") or by the Restated
Certificate of Incorporation, shall be called by the President or Secretary at
the request in writing of a majority of the Board of Directors, or at the
request in writing of shareholders owning ten percent (10%) of the entire
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.
Section 1.5 Notice of Meetings. Written notice of a meeting of the shareholders,
stating the time and place and object thereof, shall be served upon or mailed to
each shareholder entitled to vote thereat at such address as appears on the
books of the Corporation at least 10 but not more than 60 days before the
meeting.
Section 1.6 Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by the
DGCL, by the Restated Certificate of Incorporation or by these Bylaws. In the
event that a separate vote by class of stock may be required at such meeting,
holders of the majority of each such class of stock issued and outstanding
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum. If, however, such quorum shall not be
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. Any
such adjourned meeting as to which there may be a new record date, or which has
been adjourned for more than 30 days, shall be subject to the notice
requirements as set forth in Section 1.5 hereof. At such adjourned meeting at
which a quorum shall be present or represented any business may be transacted
which might have been transacted at the meeting as originally notified.
Section 1.7 Voting. When a quorum is present at any meeting, the vote of the
holders of stock representing a majority of the voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the DGCL or of the
Restated Certificate of Incorporation or of these Bylaws, a different vote is
required in which case such express provision shall govern and control the
decision of such question. Each shareholder shall have the number of votes for
each share of stock having voting power, registered in his name on the books of
the Corporation, as is provided for in the Restated Certificate of
Incorporation. Except where the transfer books of the Corporation shall have
been closed or a date shall have been fixed as a record date for the
determination of its shareholders entitled to vote, no share of stock shall be
voted on at any election of directors which shall have been transferred on the
books of the Corporation twenty days next preceding such election of directors.
Section 1.8 Proxies. At any meeting of the shareholders every shareholder having
the right to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing (or other means permitted by the DGCL) and bearing a
date not more than three years prior to said meeting, unless said instrument
provides for a longer period.
Section 1.9. Majority Consent. Whenever the vote of shareholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by the DGCL or the Restated Certificate of Incorporation or these Bylaws,
the meeting and vote of shareholders may be dispensed with, if the holders of
the outstanding stock having not less than the minimum number that would be
necessary to authorize or take such action at a meeting if such meeting were
held, shall consent in writing to such corporate action being taken in
accordance with the DGCL.
DIRECTORS
Section 2.1 Number and Tenure of Directors. The number of directors which shall
constitute the whole Board shall not be less than 7 nor more than 25, as
determined by the Board of Directors. The directors shall be elected at the
Annual Meeting of Shareholders, except as provided in Section 2.3. Each director
elected shall hold office until his successor is elected and qualified, except
that for any director who is an employee of the Corporation or any of its
affiliates at the time of election to the Board it shall be a qualification for
service as a director that such director shall remain so employed so that the
term of any such director shall automatically terminate upon termination of such
director's employment with the Corporation or such affiliate for any reason,
unless the Board, by majority vote, shall otherwise determine. Directors need
not be shareholders.
Section 2.2 Place of Meeting. Meetings of the Board of Directors shall be held
at such place either within or without the State of Delaware or by telephone
conference call as shall be specified in the respective notices or waivers of
notice of such meetings.
Section 2.3 Vacancies. If the office of any director or directors becomes vacant
by reason of death, resignation, retirement, disqualification, removal from
office, or otherwise, or a new directorship is created, a majority of the
remaining directors, though less than a quorum, may choose a successor or
successors, or a director to fill the newly created directorship, who shall hold
office for the unexpired term or until the next election of directors.
Section 2.4 General Powers. The property and business of the Corporation shall
be managed by its Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not, by the DGCL or by
the Restated Certificate of Incorporation or by these Bylaws, directed or
required to be exercised or done by the shareholders. The Board of Directors may
exercise the hereinbefore described powers, and any duly constituted and
authorized committee of the Board of Directors may exercise such powers as have
been delegated to it by the Board of Directors, without a meeting by the
unanimous execution of an instrument in writing.
Section 2.5 Committees of Directors. The Board of Directors may designate one or
more committees, each committee to consist of two or more of the directors of
the Corporation which, to the extent provided by resolution of the Board of
Directors, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the Corporation; but no such
committee shall have the power or authority in reference to the following
matters: (a) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the DGCL to be submitted to shareholders
for approval or (b) adopting, amending or repealing any bylaw of the
Corporation. Such committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors and, when
required by the Board, shall keep regular minutes of their proceedings and
report the same to the Board. The Board of Directors may appoint persons who are
not directors to serve on Board committees, provided that to the extent any such
committee exercises powers of the Board of Directors that have been specifically
delegated to it, such committee shall act solely by vote of members of the
committee who are also members of the Board of Directors.
Section 2.6 Compensation of Directors. Directors who are employees shall not
receive any stated salary for their services as directors, but, pursuant to
normal corporate expense reimbursement policies, shall receive reimbursement for
expenses of attendance at such meetings; provided that nothing herein contained
may be construed to preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefore.
Section 2.7 Annual Meeting. The annual meeting of the Board of Directors shall
be held immediately following and at the same place as the annual meeting of the
shareholders, or at such time and place as may be specified or fixed by the
Board of Directors, the Chairman of the Board, if any, the President or the
Secretary in the notice of such meeting or waiver thereof.
Section 2.8 Notices of Board of Directors Meetings; Special Meetings. Special
meetings of the Board of Directors may be held at any time on the call of the
Chairman of the Board, if any, or the President or at the request in writing of
any six (6) directors. Notice of any regular or special meeting, unless waived,
shall be given by mail or facsimile or courier to each director at his address
as the same appears on the records of the Corporation not less than one (1) day
prior to the day on which such meeting is to be held if such notice is by
facsimile or courier, and not less than five (5) business days prior to the day
on which the meeting is to be held if such notice is by mail. If the Secretary
shall fail or refuse to give such notice, then the notice may be given by the
officer or any one of the directors making the call. Any such meeting may be
held at such place as the Board may fix from time to time or as may be specified
or fixed in such notice or waiver thereof. Notice may be waived in writing by
any director, either before or after the meeting. Any meeting of the Board of
Directors shall be a legal meeting without any notice thereof having been given,
if all the directors shall be present thereat, and no notice of a meeting shall
be required to be given to any director who shall attend such meeting.
Section 2.9 Quorum and Manner of Acting. Except as otherwise provided in these
Bylaws, a majority of the total number of directors shall constitute a quorum at
any regular or special meeting of the Board of Directors. Except as otherwise
provided by the DGCL or by the Restated Certificate of Incorporation as amended,
or by these Bylaws, the act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors.
In the absence of a quorum, a majority of the directors present may adjourn the
meeting from time to time until a quorum be had. Notice of any adjourned meeting
need not be given.
Section 2.10 Notices. Whenever under the provisions of the DGCL or of the
Restated Certificate of Incorporation or of these Bylaws, notice is required to
be given to any director or shareholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, by depositing
the same in a post office or letter box, in a post-paid sealed wrapper, or by
facsimile or courier, addressed to such director or shareholder at such address
as appears on the books of the Corporation, and such notice shall be deemed to
be given at the time when the same shall be thus mailed or sent by facsimile or
courier.
Section 2.11 Waivers of Notice. Whenever any notice is required to be given
under the provisions of the DGCL or of the Restated Certificate of
Incorporation, or of these Bylaws, a waiver thereof in writing signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, or such person's or persons' attendance at such meeting, unless
such attendance is for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, shall be deemed equivalent thereto.
OFFICERS
Section 3.1 Officers Designated. The officers of the Corporation shall be
elected by the Board of Directors at its annual meeting or any special meeting.
They may include a Chairman of the Board and shall include a President, a
Secretary, and such other officers as the Board of Directors may determine. One
person may hold any two of said offices except the offices of President and
Secretary.
Section 3.2 Tenure of Office. The officers of the Corporation shall hold office
until the next annual meeting of the Board of Directors and until their
respective successors are chosen and qualified, except (a) that the term of
office of any officer who is an employee of the Corporation shall automatically
terminate upon termination of such officer's employment by the Corporation for
any reason and (b) in case of the officer's prior resignation, death or removal.
The Board of Directors may also remove any officer at any time with or without
cause by the vote of a majority of the directors in office at the time.
Subordinate officers appointed by the President in accordance with Section 3.4
may be removed by the President.
Section 3.3 Powers and Duties of Officers. The officers of the Corporation shall
have such powers and duties in the management of the Corporation as may be
prescribed by the Board of Directors or delegated by the President and, to the
extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board of Directors.
Section 3.4 Subordinate Officers, etc. The President of the Corporation may
appoint such Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers, or other Officers, and such agents as the President may determine,
to hold office for such period, and with such authority and to perform such
duties as the President may from time to time determine.
Section 3.5 Resignations. Any officer may resign at any time by giving written
notice to the Board of Directors or to the President or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 3.6 Vacancies. A vacancy in the office of President or Secretary for any
reason must be filled. A vacancy in any other office may be filled. Any vacancy
which is filled shall be filled for the unexpired portion of the term in the
same manner in which an officer to fill said office may be chosen pursuant to
Sections 3.1, 3.2 and 3.4.
SHARES OF STOCK
Section 4.1 Regulations. Subject to the terms of any contract of the Corporation
and the DGCL, the Board of Directors may make such rules and regulations as it
may deem expedient concerning the issue, transfer, and registration of
certificates and uncertificated shares evidencing the ownership of shares of the
stock of the Corporation, including the issue of new certificates or the
registration on the Corporation's books of uncertificated shares, for lost or
destroyed certificates, and including the appointment of transfer agents and
registrars.
Section 4.2 Transfer of Shares. The Corporation may from time to time enter into
an agreement or agreements with one or more of its shareholders restricting the
transferability of its stock in accord with the general corporate purpose to
have its stock owned by persons actively engaged in the corporate business.
Subject to the terms of any such agreement, shares of the capital stock of the
Corporation shall be transferable on the books of the Corporation by the holder
thereof in person or by his duly authorized attorney, upon (i) the surrender and
cancellation of a certificate or certificates for a like number of shares;
and/or (ii) upon registration on the books of the Corporation of the transfer of
the respective uncertificated shares and the transmittal to the new registered
owner, any former registered owner, and any applicable pledgee of a written
statement advising of such transfer (as required pursuant to the DGCL). As
against the Corporation a transfer of shares can be made only on the books of
the Corporation and in the manner hereinabove provided, and the Corporation
shall be entitled to treat the registered holder of any share as the owner
thereof and shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the DGCL. In
the event shares of the Corporation are held by an Employee Trust under Section
9.3, no transfer on the books of the Corporation shall be made if said transfer
would cause a violation of any provision of Title I of the Employee Retirement
Income Security Act of 1974 or the prohibited transaction rules of Section 4975
of the Internal Revenue Code of 1986, as amended.
Section 4.3 Date for Determination of Shareholders of Record. The Board of
Directors of the Corporation shall have the power to fix in advance a date as a
record date for the determination of shareholders entitled to notice of, and to
vote at, any meeting of shareholders of the Corporation, and any adjournment
thereof; or entitled to receive the payment of any dividend; or the date for the
allotment of rights, or the date when any rights in respect of any change or
conversion or exchange of capital stock of the Corporation shall go into effect
or in connection with obtaining the consent of shareholders for any purpose.
Notwithstanding the transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid, only such shareholders as shall be
shareholders as of such record date shall be entitled notice of, and to vote at,
such meeting and any adjournment thereof, to receive payment of such dividend,
or to receive such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be. If the Board of Directors shall fail to
determine the record date for determining shareholders entitled to notice of,
and to vote at, any meeting of shareholders of the Corporation, such date shall
be established as provided by the DGCL.
MISCELLANEOUS PROVISIONS
Section 5.1 Fiscal Year. The fiscal year of the Corporation shall end on June
30th of each year.
Section 5.2 Books. The books of the Corporation may be kept (subject to any
provision contained in the DGCL) within or without the State of Delaware at such
place or places as may be designated from time to time by the Board of
Directors.
Section 5.3 Facsimiles. Any copy, facsimile telecommunication or other reliable
reproduction of a writing, transmission or signature may be substituted or used
in lieu of the original writing, transmission or signature for any and all
purposes for which the original writing, transmission or signature could be
used, provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing, transmission or
signature, as the case may be.
Section 5.4 Depositories. The Board of Directors, the Chairman of the Board, if
any, the President, and such other officers as may be delegated authority by the
Board of Directors or one of the foregoing officers, and each of them, may
designate the banks, trust companies, or other depositories in which shall be
deposited from time to time, the money or securities of the Corporation. In the
case of a designation by the aforementioned officers, any such designation shall
require the approval of two of such officers, one of whom shall be the Treasurer
or the Vice President and Chief Financial Officer.
Section 5.5 Checks, Drafts, Notes, etc. All checks, drafts or other orders for
the payment of money and all notes or other evidences of indebtedness issued in
the name of the Corporation shall be signed by such officer or officers or agent
or agents as shall from time to time be designated by the Board of Directors or
as shall be designated by any two of the Chairman of the Board, if any, the
President, and the Executive Vice President or Chief Financial Officer, if any,
or one of the foregoing officers and another officer elected by the Board of
Directors pursuant to Section 3.1 hereof.
Section 5.6 Contracts, etc., How Executed. Except as in the Bylaws otherwise
provide, the Board of Directors may authorize any officer, agent or agents, to
enter into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation, and such authority may be general or confined to
specific instances.
Section 5.7 Stock in Other Corporations. Any shares of stock in any other
corporation which may from time to time be held by the Corporation may be
represented and voted at any meeting of shareholders of such other corporation
by the President, the Treasurer or the Secretary of the Corporation or by any
other person or persons thereunto authorized by Board of Directors or designated
by the President, or by any proxy designated by written instrument of
appointment executed in the name of this Corporation by its President or by such
officers as may be designated by him and attested by the Secretary or Assistant
Secretary.
Section 5.8 Indemnification.
(a) Each person who was or is a party or is threatened to be made a party
to or is involved in any action, suit or proceeding or
alternative dispute resolution procedure, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer of the Corporation or is or was a director or
officer serving at the request of the Corporation as a director, manager,
officer, partner, trustee, employee or agent of another corporation or of a
partnership, limited liability company, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the laws of Delaware as the same now or may hereafter exist (but,
in the case of any change, only to the extent that such change authorizes the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such change) against all costs, charges,
expenses, liabilities and losses (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of his or her heirs, executors and
administrators. Until such time as there has been a final judgment to the
contrary, a person shall be presumed to be entitled to be indemnified under this
Section 5.8(a). The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition upon receipt by the Corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that the director or officer is not entitled to be
indemnified under this Section or otherwise. The Corporation may, by action of
its Board of Directors, provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing indemnification of
directors and officers.
(b) If a claim under subsection (a) of this Section is not paid in full by the
Corporation within thirty days after a written claim has been received by the
Corporation the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall also be entitled to be paid the expense of
prosecuting such claim. It shall be a defense to any action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking
has been tendered to the Corporation) that the claimant has failed to meet a
standard of conduct which makes it permissible to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is permissible in the circumstances because he or she has met such
standard of conduct, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its shareholders) that the
claimant has not met such standard of conduct, nor the termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall be a defense to the action or create a
presumption that the claimant has failed to meet the required standard of
conduct.
(c) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in
this Section shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of the
Restated Certificate of Incorporation, Bylaw, agreement, vote of
shareholders or disinterested directors or otherwise.
(d) The Corporation may maintain insurance, at its expense, to protect
itself and any director, manager, officer, partner, trustee, employee
or agent of the Corporation or another corporation, partnership,
limited liability company, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense,
liability or loss under Delaware law.
(e) To the extent that any director, officer, employee or agent of the
Corporation is by reason of such position, or a position with another
entity at the request of the Corporation, a witness in any proceeding,
he or she shall be indemnified against all costs and expenses actually
and reasonably incurred by him or her or on his or her behalf in
connection therewith.
(f) Notwithstanding any amendment of this section which may have been
approved by the shareholders, this section may be added to, altered,
amended or repealed pursuant to Section 5.9 of these Bylaws.
(g) Any amendment, repeal or modification of any provision of this Section
by the shareholders or the directors of the Corporation shall not
adversely affect any right or protection of a director or officer of
the Corporation existing at the time of such amendment, repeal or
modification.
Section 5.9 Amendment of Bylaws. Except for Section 9 of these Bylaws (which by
its terms may be altered, amended or repealed only upon the affirmative vote of
holders of stock possessing at least 80% of the outstanding voting rights), in
accordance with authority expressly contained in the Restated Certificate of
Incorporation, these Bylaws may be added to, altered, amended, or repealed, and
new or other Bylaws may be made and adopted by vote of a majority of the Board
of Directors at any regular or special meeting of the Board, and without prior
notice of intent so to do.
Sections 6 - 8 [Reserved]
RESTRICTION ON TRANSFERS OF STOCK
Section 9.1 Restriction on Stock. Except for (i) transfers to the Corporation or
to trusts, personal holding companies or other entities satisfying the terms and
conditions of Section 9.2 or 9.3 below, (ii) reversions from trusts described in
Section 9.2 to the grantors thereof or their estates, or (iii) transfers from
personal holding companies or similar entities described in Section 9.2 to the
sole shareholders thereof, no present or future shareholder shall transfer,
whether by way of sale, gift, hypothecation, trust distribution, will, intestacy
or any other disposition, any shares of any class of capital stock ("Stock") in
the Corporation now owned or hereafter acquired by such shareholder (including,
without limitation, shares of Stock acquired upon conversion or exchange of
other shares of Stock), without first giving the Corporation prior written
notice of his intention to so dispose of such Stock. Said notice to the
Corporation ("Disposition Notice") shall state the terms and conditions of the
proposed disposition, including the names of the transferees, the purchase price
and payment terms, if any, the type of disposition, and the number of shares to
be transferred ("Offered Shares"). A shareholder giving a Disposition Notice is
herein sometimes called an "Offering Stockholder".
(a) The Corporation shall have the option for a period of thirty days following
the receipt of a Disposition Notice from an Offering Stockholder to buy on such
Closing Date, as is determined by the President or Secretary, part or all of the
Offered Shares at the price per share determined in accordance with Section 9.5
of this Section 9, provided that the Corporation may buy less than all of the
Offered Shares if the balance of the Offered Shares is contemporaneously
purchased by Eligible Purchasers (or otherwise disposed of in accordance with
these Bylaws) or if the Offering Stockholder elects to accept offers by the
Corporation and/or Eligible Purchasers to purchase less than all of the Offered
Shares and to retain the balance of the Offered Shares. If the Corporation does
not elect to purchase all Offered Shares, within thirty days after receipt of
the Offering Stockholder's Disposition Notice, it shall forward to the Offering
Stockholder a list of the names and addresses of all Eligible Purchasers
together with a description of their respective rights to purchase Offered
Shares not initially purchased by the Corporation.
The Offering Stockholder shall within fifteen days after receipt of
such list of Eligible Purchasers offer to sell the balance of the
Offered Shares to such Eligible Purchasers in accordance with their
respective rights to purchase set forth in such list.
(b) Elections by Eligible Purchasers to purchase Offered Shares under
subsection (a) hereof shall be by written notice delivered both to the
Corporation and to the Offering Stockholder within thirty days
following the receipt of the offer to sell from the Offering
Stockholder as provided in Section 9.1(a) hereof.
(c) The Corporation shall have the further option to buy or furnish
Eligible Purchasers for any Offered Shares not initially to be
purchased by the Corporation or by Eligible Purchasers under
subsections (a) or (b) hereof within 120 days following receipt by the
Corporation of the Disposition Notice.
(d) The Offered Shares, if any, not purchased under subsections (a), (b), or (c)
of this Section 9.1 may be disposed of within 150 days after receipt by the
Corporation of the Disposition Notice, but only to persons and only on the terms
and conditions set forth in the Disposition Notice. Any Offered Shares not so
transferred within such 150-day period may not thereafter be transferred, except
upon compliance with the terms of this Section 9 of the Bylaws and as if they
had not been previously offered hereunder. Any attempt to transfer any Stock of
the Corporation in contravention of the provisions of this Section 9 shall be
null and void and without legal effect, except that such attempted transfer
shall constitute a continuing offer to sell all such Stock under Section 9.1(a)
hereof. The price at which such Stock may be purchased by the Corporation or
Eligible Purchasers shall be determined pursuant to Section 9.5 of this Section
9; such Stock will be deemed to have been offered at the date of the attempted
transfer; and, for purposes hereof, such attempted transfer shall be deemed to
constitute the giving of a Disposition Notice under Section 9.1, but there shall
be no limitations on the time periods within which the Corporation and/or
Eligible Purchasers shall be required to exercise their rights hereunder.
Section 9.2 Revocable Trusts; Personal Holding Corporations.
(a) Anything in this Section 9 to the contrary notwithstanding, any
shareholder may, with the approval of the Board of Directors or such
officer(s) as may be designated by the Board of Directors for such
purpose, transfer any or all Stock of the Corporation now owned or
hereafter acquired by him to a revocable trust for the sole benefit of
himself during his lifetime, provided that:
(i) the trust instrument acknowledges that the Stock is held
subject to the terms and conditions of these Bylaws;
(ii) the trust, by its terms, provides that on the first to occur of:
(A) the termination of the trust,
(B) the ceasing of the shareholder to act as sole
trustee of the trust, or
(C) any event described in Section 9.4 with respect to
the settlor, all stock of the Corporation then held
by the trust will either revert to the shareholder or
be offered for sale by the same procedure as set
forth in Section 9.1 hereof.
(iii) the shareholder is the sole trustee of said trust and the
trust grants to the shareholder and to no other person,
corporation or other entity full powers as trustee with
respect to all Stock of the Corporation at any time held by
the Trust, including powers to attend all meetings of
shareholders, vote such shares and give proxies with respect
thereto, make all decisions with respect to the trust's sale
or purchase thereof, including the power to direct the sale of
some or all of the Stock of the Corporation at any time for
any reason deemed valid by said shareholder;
(iv) a copy of the trust, as from time to time amended, is at all
times kept on file by the Trustee thereof with the Secretary
of the Corporation; and
(v) the trust, by its terms, provides that any amendment that in
any way affects the Stock of the Corporation held by the trust
or any of the provisions relating to such Stock set forth in
subparagraphs [(a)](i) through [d](iv) above, must be approved
in advance by the President, Treasurer or Secretary of the
Corporation or shall be null and void and of no effect with
respect to such Stock.
(b) Personal Holding Corporations. Anything in this Section 9 to the contrary
notwithstanding, any non-U.S. resident shareholder of the Corporation's stock
(for purposes of this paragraph, the "Shareholder") may, with the approval of
the Board of Directors or such officer(s) as may be designated by the Board of
Directors for such purpose, transfer any or all Stock of the Corporation now
issued or hereafter acquired by him (or direct the Corporation to issue stock
allocated by the Corporation to him) to a personal holding corporation
incorporated under the laws of a jurisdiction outside of the United States which
corporation is wholly-owned by such Shareholder (or such similar entity under
the laws of the jurisdiction in which such Shareholder is domiciled which is
wholly-owned by such Shareholder and which is approved by the General Counsel of
the Corporation in his discretion), provided that:
(i) One hundred percent (100%) of the stock of such personal
holding corporation is owned solely by the Shareholder (or the
ownership of such other similar approved entity is one hundred
percent (100%) vested in the Shareholder) and no person,
corporation or other entity other than the Shareholder shall
have any rights or powers with respect to the ownership,
control or direction of any stock of such personal holding
corporation or other similar approved entity or any stock of
the Corporation at any time held by such personal holding
corporation or other similar approved entity, including,
without limitation, any right to attend meetings of
shareholders, vote such shares or give proxies with respect
thereto;
(ii) the Articles of Incorporation, Bylaws and any other charter or
governing documents of such personal holding corporation or
other similar approved entity contain restrictions on the
transfer of its stock which have substantially the same effect
as the stock transfer restrictions contained in these Bylaws,
and are approved in writing by the General Counsel of the
Corporation, are not amended without such approval, and
certified or notarized copies thereof are at all times kept on
file with the Secretary of the Corporation;
(iii) all stock certificates of the personal holding corporation (or
similar documents evidencing ownership of such other similar
approved entity) contain a legend identifying the existence of
such transfer restrictions;
(iv) such personal holding corporation or similar approved entity
shall agree in writing with the Corporation not to issue or
allot any additional stock of any class to anyone other than
the Shareholder;
(v) the Shareholder and the personal holding corporation or other
similar approved entity agree with the Corporation in writing,
in a form approved by the General Counsel of the Corporation,
that they will abide by all of the terms restricting the
transfer of the Corporation's stock as set forth in these
Bylaws (as they may be amended from time to time) and that
they will take or cause to be taken all steps which may be
required in order to assure compliance with the stock transfer
restrictions contained in these Bylaws, including an agreement
not to transfer the stock of the personal holding corporation
(or other evidence of ownership of a similar approved entity);
and
(vi) the personal holding corporation (or similar approved entity)
and the Shareholder shall agree in writing with each other and
the Corporation that, upon the first to occur of:
(A) any event described in Section 9.4 with respect to
the Shareholder;
(B) the bankruptcy, insolvency, dissolution (either
voluntary or involuntary), sale or merger of the
personal holding corporation or other similar
approved entity, or the sale or attempted sale of any
of its stock, other than in accordance with these
Bylaws, or its assets, or the imposition of any lien
upon the stock of the Corporation or other assets
owned by the personal holding corporation or other
similar approved entity; or
(C) the amendment of the Articles of Incorporation,
Bylaws, or other charter or governing documents of
such personal holding corporation or other similar
approved entity, which amendment is not approved in
writing by the General Counsel of the Corporation, or
any breach of any of the provisions of subparagraphs
(i) through (v) of this subsection;
all stock of the Corporation then owned by the personal
holding corporation or other similar approved entity will be
deemed to be offered for sale by the same procedures as set
forth in Section 9.1 hereof.
Section 9.3 Employee Trusts. Anything in this Section 9 to the contrary
notwithstanding, Stock of the Corporation may be owned by one or more trusts
maintained exclusively for the benefit of employees of the Corporation and/or
any of its present or future subsidiaries and either qualified under Section
401(a) or 501(a) of the Internal Revenue Code of 1986 (or any successor
statute), or approved by the Board of Directors of the Corporation, provided
that:
(a) upon the occurrence of any event specified in Section 9.4 with respect
to any employee who is then a beneficiary of such trust, the trust
shall offer for sale in accordance with the terms and provisions of
Section 9.4 hereof:
(i) all Stock of the Corporation, if any, allocated to the
separate account of such employee under the trust's terms; and
(ii) a pro rata portion of all Stock of the Corporation held by
such trust and not allocated to the separate accounts of
beneficiaries, such pro rata portion to be based upon such
actuarial and other considerations as the trustees of the
trust and the Board of Directors of the Corporation shall, in
their absolute discretion, deem appropriate.
Section 9.4 Death, Termination of Employment, Bankruptcy, Liens. On the death of
a shareholder, or upon the termination of a shareholder's employment with the
Corporation or any subsidiary of the Corporation, whether said termination be by
retirement, voluntary or involuntary termination, or for any other reason, or
upon the Corporation receiving actual knowledge that a shareholder or any
personal holding corporation or similar approved entity as described in Section
9.2 has become bankrupt or suffered or permitted the imposition of any lien or
attachment on any Stock of the Corporation owned by such shareholder or any
trust, personal holding company or other similar approved entity holding Stock
for his benefit (except any permitted lien arising from a loan program
established by the Board of Directors to facilitate the financing of purchases
of Stock by Eligible Purchasers), whichever first occurs ("Determination Date"),
all Stock of the Corporation then owned by such shareholder or his
representative or held for his benefit in any trust, personal holding company or
other entity permitted hereunder shall be deemed offered for sale and to
constitute Offered Shares subject to purchase by the same procedure as set forth
in Section 9.1 of this Section 9, excepting that, purchase of such shares shall
occur on such Closing Date (not more than 245 days after the Determination
Date), as the President or Secretary shall determine with payment to be made in
accordance with Section 9.6 hereof. Any of such shares of Stock not elected to
be purchased by the Corporation or by Eligible Purchasers within 245 days after
the Determination Date shall be purchased by the Corporation unless and to the
extent that the Corporation is prohibited from doing so by the DGCL. For
purposes of this Section 9.4, notwithstanding any other provision of this Bylaw,
a shareholder shall be deemed to own all Stock transferred by him to a trust
satisfying the terms and conditions of Section 9.2 hereof and such trust shall
have the same obligations with respect to the sale of such Stock hereunder as
the shareholder would have had if the Stock had not been transferred to said
trust.
Section 9.5 Purchase Price.
(a) The Purchase Price for any Stock of the Corporation shall be determined
in accordance with this Section 9.5, excepting that if a Disposition
Notice given under Section 9.1 indicates an intention to make a bona
fide sale of Stock for value, then the Purchase Price for any Stock
which is the subject of such notice (including Stock which is being
offered pursuant to the terms of Section 9.2 or 9.3) shall equal the
price set forth in such notice, if such price is lower than the
Purchase Price determined hereunder.
(b) Except as provided in subparagraph (a) hereof and subject to
subparagraph (e) hereof, the Purchase Price for any Stock purchased by
an Eligible Purchaser on or after July 1, 1996 shall be the Formula
Book Value of such Stock as of the last day of the Corporation's fiscal
year coincident with or next preceding the Closing Date with respect to
such purchase.
(c) Except as provided in subparagraph (a) hereof, the Purchase Price for
any Stock purchased by the Corporation hereunder shall be determined as
follows (subject to appropriate adjustment to reflect stock splits,
stock dividends, combinations of shares and similar recapitalizations):
The Purchase Price (P) per share for purchases by the
Corporation with a date of Disposition Notice or a
Determination Date on or after July 1, 1990 shall be
determined by the following formula:
P= [B x(l +(r x n/12))] +(d x n/12)
B = Formula Book Value of such Stock as of the last day of the
Corporation's fiscal year coincident with or next preceding
the date of Disposition Notice under Section 9.1 or a
Determination Date under Section 9.4, whichever is applicable;
r = the actual percentage increase, if any, in the Formula
Book Value of such Stock as of the last day of the
Corporation's fiscal year during which such Disposition Notice
or Determination Date occurs over the Formula Book Value as of
the last day of the Corporation's prior fiscal year;
n = the number of completed months between (1) the last day of
the Corporation's fiscal year coincident with or next
preceding such Disposition Notice or Determination Date, and
(2) the date of such Disposition Notice or such Determination
Date, whichever is applicable; and
d = The dividend, if any, per share declared for such Stock
for the fiscal year during which such Disposition Notice or
Determination Date occurs (unless the shareholder actually
receives the dividend for such year, in which case d = 0).
(d) If, and only if, the Closing Date for the purchase by the Corporation
or an Eligible Purchaser of any Stock under Section 9.4 hereof is more
than thirty (30) days after the Determination Date, the Corporation
will pay the selling shareholder interest on the amount of the Net Book
Value denoted as "B" in the formula set forth in subparagraph (c)
hereof at the Loan Rate (as described in Section 9.6(b)(iii) hereof)
from the Determination Date to the Closing Date.
(e) Except as provided in subparagraph (a) hereof, with respect to any
purchases of Stock by an Eligible Purchaser from a shareholder other
than the Corporation, the Corporation will pay the selling shareholder
an amount which is equal to "P" minus "B" in the formula set forth in
subparagraph (c) hereof.
Section 9.6 Payment.
(a) The Purchase Price for Stock of the Corporation purchased hereunder by
an Eligible Purchaser shall be paid in cash on the Closing Date,
subject to Section 9.5(e) hereof, except as the purchaser and seller
may otherwise agree.
(b.i) Payments by the Corporation of the portion of the Purchase
Price representing the pro rata increase, if any, in the Net
Book Value of the Stock and the pro rata dividend may be made
in multiple installments as may be determined by the President
or Secretary from time-to-time, but no such installment shall
be made later than eighteen (18) months after the Closing Date
except as provided in subparagraph (b)(ii) hereof.
(b.ii) Notwithstanding the provisions of subparagraph (b)(i) hereof,
the Purchase Price for Stock of the Corporation purchased
hereunder by the Corporation may be paid, at the option of the
Corporation, (i) all in cash, or (ii) twenty-five percent
(25%) in cash and the balance in a non-negotiable promissory
note of the Corporation payable over a period of not more than
three (3) years following the Closing Date, no part of such
note to be paid in the same calendar year in which the stock
is purchased unless such note is paid in full within such
calendar year, such note to bear interest on the unpaid
balance thereof at the Loan Rate (as hereinafter defined), or
(iii) on such other terms as seller and the Corporation may
agree in writing.
(b.iii) "Loan Rate" shall mean the interest rate for Wyatt shareholder
loans in effect at such bank or banks as the Board of
Directors, the President or the President's designee shall
have approved for such loans on the date of issue of a note
pursuant to subparagraph (b)(ii) hereof, or the Determination
Date pursuant to Section 9.5(d) hereof, or 10% per annum,
whichever is lower.
Section 9.7 Endorsement on Stock Certificates. All certificates representing
Stock of the Corporation shall be conspicuously endorsed with a legend
substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT UNDER THE CIRCUMSTANCES
SPECIFIED IN SECTION 9. OF THE BYLAWS OF THE CORPORATION, A COPY OF
WHICH MAY BE OBTAINED FROM THE SECRETARY OF WATSON WYATT & COMPANY WHO
WILL MAIL A COPY THEREOF WITHOUT CHARGE TO THE HOLDER HEREOF WITHIN 5
DAYS OF A WRITTEN REQUEST THEREFOR."
Section 9.8 [Reserved]
Section 9.9 Definitions.
(a) The term "Eligible Purchasers", as used herein, shall mean any of the
following persons or entities:
(i) full-time employees or regular part-time employees of the
Corporation or its subsidiaries who satisfy criteria approved
from time-to-time by the Board of Directors;
(ii) a partner engaged full-time in a partnership practice of any
affiliate or subsidiary, if applicable, of the Corporation;
(iii) a director of the Corporation or any subsidiary of the
Corporation;
(iv) a corporation, partnership, association, or other entity with
which the Corporation has an affiliated business relationship,
as designated from time to time by the Board of Directors; or
(v) full-time employees or regular part-time employees of any
corporation, partnership, association, or other entity with
which the Corporation has an affiliated business relationship
as designated from time to time by the Board of Directors and
who satisfy criteria approved from time to time by the Board
of Directors.
The Board of Directors shall designate which persons in the categories
of persons set forth above shall be deemed to be Eligible Purchasers
with respect to any particular transaction. Designation as an Eligible
Purchaser in connection with any offer and sale shall not create or
imply any right to be so designated in connection with any other offer
or sale or, if so designated, to be designated on the same terms and
conditions.
(b) Net Book Value of Common Stock as used herein shall mean the consolidated
net book value (defined as the sum of Redeemable Common Stock and Permanent
Shareholders' Equity on the Corporation's Consolidated Balance Sheet as of the
fiscal year end) of the Common Stock of the Corporation determined, on an
accrual basis, by generally accepted accounting principles ("GAAP") except that
in computing such Net Book Value as of June 30, 1984, or any subsequent fiscal
year end, consolidated assets of the Corporation consisting of subscriber lists,
computer software and data banks used principally in compensation survey or
related businesses carried on by the Corporation or any subsidiary shall be
valued at 50% of the Consolidated income received by the Corporation in respect
of such business during the fiscal year then ended. Formula Book Value as used
herein shall mean the Net Book Value of the Corporation's Common Stock as of
June 30, 1996, increased or decreased by net income or losses, and all other
GAAP basis increases or decreases to Net Book Value occurring after June 30,
1996, and adjusted to (i) spread the economic impact of certain real estate
sublease losses over the remaining life of the sublease; and (ii) eliminate
annual changes in the Currency Translation Adjustment ("CTA") occurring after
June 30, 1996; and (iii) eliminate the after-tax increases or decreases in Net
Book Value recorded in accordance with GAAP as a result of the Discontinuation
of the Outsourcing Business. The Discontinuation of the Outsourcing Business as
used herein means the discontinuation of the outsourcig business of the
Corporation and Wellspring Resources, LLC pursuant to the Discontinuation Plan
adopted by the Board of Directors of the Corporation on February 18, 1998, as
set forth in the minutes of the meeting of the Board of Directors of the
Corporation held on February 18, 1998. Formula Book Value shall be determined by
the independent certified public accountants of the Corporation from the
Corporation's consolidated financial statement prepared on an accrual basis in
accordance with generally accepted accounting principles as certified by such
accountants, except as described above. Such determinations shall be conclusive
and binding upon the Corporation and all holders of stock.
(c) The term "Closing Date" hereunder shall mean the time established by
the President or Secretary pursuant to Section 9.1, 9.4 or 9.5 hereof.
(d) The term "Corporation" as used herein in Section 9 shall mean the
Corporation, a Subsidiary, or an Affiliate as defined in ARTICLE
FOURTEENTH of the Restated Certificate of Incorporation.
Section 9.10 Benefit. The rights and restrictions contained herein shall be
binding upon and inure to the benefit of all present and future shareholders of
the Corporation, their heirs, executors, administrators, successors and assigns.
Section 9.11 Amendment. Except as provided below, this Section 9 of the Bylaws
of the Corporation may be altered, amended or repealed only upon the affirmative
vote of the holders of Stock possessing at least 80% of the outstanding voting
rights of the capital stock of the Corporation, voting as one aggregate class.
If any such alteration, amendment or repeal affects any class or classes
adversely, then, in addition to the affirmative vote required above, the
affirmative vote of holders of at least a majority of the outstanding shares of
each class so affected, voting separately as a class, shall be required, unless
the effect of such alteration, amendment or repeal is adverse to all classes on
a substantially equivalent basis. Notwithstanding the foregoing, any amendment
to this Section 9 of the Bylaws of the Corporation describing the Purchase Price
of any class of Stock hereafter authorized shall require only such affirmative
vote of shareholders as Section 242 of the DGCL, as then in effect, requires to
amend the Corporation's Restated Certificate of Incorporation to authorize the
issuance of such class.
EXHIBIT 5
Opinion of Walter W. Bardenwerper, Esq.
<PAGE>
December 22, 1998
Board of Directors
Watson Wyatt & Company
6707 Democracy Boulevard
Suite 800
Bethesda, Maryland 20817-1129
Board of Directors:
As General Counsel of Watson Wyatt & Company, a Delaware corporation ("Watson
Wyatt"), I am familiar with the Form S-8 Registration Statement to be filed (the
"Registration Statement") by Watson Wyatt with the Securities and Exchange
Commission in connection with the offering to Watson Wyatt employees of up to
1,700,000 shares of Watson Wyatt common stock (the "Shares") pursuant to Watson
Wyatt's Stock Purchase Plan.
As General Counsel of Watson Wyatt, I am also familiar with Watson Wyatt's
Restated Certificate of Incorporation and Bylaws. I have examined the
Registration Statement and have examined or caused to be examined such other
documents, board resolutions, corporate records and certificates of corporate
officers and public officials as I have deemed relevant or necessary to give the
opinion set forth below.
Based on the foregoing, I am of the opinion that the issuance of the Shares has
been approved by all necessary corporate action and that when the shares are
sold and paid for they will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement, as well as the reference to me and my opinion appearing in Item 5 of
the Registration Statement.
Very truly yours,
/s/ Walter W. Bardenwerper
Walter W. Bardenwerper
Vice President, General Counsel and Secretary
EXHIBIT 23(a)
Consent of PricewaterhouseCoopers LLP
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 23, 1998, which appears on page
F-1 of the fiscal year 1998 Annual Report to Shareholders of Watson Wyatt &
Company, which is incorporated by reference in Watson Wyatt & Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1998.
/s/ PricewaterhouseCoopers LLP
Washington, D.C.
December 22, 1998
EXHIBIT 23(b)
Consent of Ernst & Young LLP
<PAGE>
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-317553) pertaining to the Watson Wyatt Stock Purchase Plan of Watson
Wyatt and Company, formerly the Wyatt Company, of our report dated July 18,
1997, with respect to the 1997 financial statements of Wellspring Resources LLC
included in Form 10-K of Watson Wyatt and Company for the year ended June 30,
1998.
/s/ Ernst & Young LLP
Jacksonville, Florida
December 22, 1998
