As filed with the Securities and Exchange Commission on May 6, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-3
Registration Statement
Under
The Securities Act of 1933
NFO WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1327424
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 PICKWICK PLAZA, SUITE 400
GREENWICH, CONNECTICUT 06830
(203) 629-8888
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
WILLIAM E. LIPNER
CHAIRMAN OF THE BOARD
NFO WORLDWIDE, INC.
2 PICKWICK PLAZA, SUITE 400
GREENWICH, CONNECTICUT 06830
(203) 629-8888
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
WITH A COPY TO:
JAMES M. DUBIN, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee(1)
==================================== ======================= ======================== ======================= ===================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 160,517 shares(2) $20.81 $3,340,359 $986.00
==================================== ======================= ======================== ======================= ===================
</TABLE>
(1) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the
proposed offering price and registration fee are based upon the closing
price of the Registrant's Common Stock, as reported on the New York Stock
Exchange on May 5, 1998.
(2) Represents the number of shares of Common Stock held by the Selling
Stockholders and registered hereunder.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION
8(A), MAY DETERMINE.
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Page 1 of 20 Pages
Exhibit Index on Page 16
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
160,517 SHARES
NFO WORLDWIDE, INC.
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
--------------
The persons whose names are listed in the table under the heading
"Selling Stockholders" (collectively, the "Selling Stockholders") may sell the
shares (the "Shares") of common stock, par value $.01 per share (the "Common
Stock"), of NFO Worldwide, Inc., a Delaware corporation (the "Company"), offered
hereby from time to time on the New York Stock Exchange (the "NYSE") or such
other national securities exchange on which shares of the Company's Common Stock
are then listed, through negotiated transactions or otherwise (including private
sales) at market prices prevailing at the time of the sale or at negotiated
prices. The Selling Stockholders directly, or through agents designated from
time to time, or through underwriters, brokers or dealers also to be designated,
may sell the Shares from time to time on terms to be determined at the time of
sale. Any such underwriters, brokers or dealers may receive compensation in the
form of commissions or otherwise in such amounts as may be negotiated by them.
As of the date of this Prospectus, no agreements have been reached for the sale
of the Shares or the amount of any compensation to be paid to underwriters,
brokers or dealers in connection therewith. The Company will bear all expenses
in connection with the registration and sale of the Shares being offered by the
Selling Stockholders, other than commissions, concessions or discounts to
underwriters, brokers or dealers and fees and expenses of counsel or other
advisors to the Selling Stockholders. See "Plan of Distribution."
The Common Stock of the Company is listed on the NYSE under the trading
symbol "NFO." On May 5, 1998, the last reported sale price of the Company's
Common Stock on the NYSE was $20.81 per share.
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 Prospectus is May ___, 1998
<PAGE>
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 statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at its
office at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices located at 7 World Trade Center, Suite 1300, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of this material can also be
obtained from the Commission's web site at "http://www.sec.gov" and at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. The Company's Common Stock is quoted
on the NYSE. Reports, proxy statements and other information concerning the
Company can be inspected at such exchange.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the shares of Common Stock
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement and the exhibits and schedules thereto. For
further information with respect to the Company and the shares of Common Stock
offered hereby, reference is made to the Registration Statement, and to the
exhibits and schedules thereto. Statements made in this Prospectus concerning
the contents of any document referred to herein are not necessarily complete
and, in each such instance, are qualified in all respects by reference to the
applicable documents filed with the Commission. The Registration Statement and
the exhibits and schedules thereto filed by the Company with the Commission may
be inspected and copied at the locations described above.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are incorporated by reference in this
Prospectus:
(1) Annual Report on Form 10-K for the fiscal year ended December 31,
1997;
(2) Current Report on Form 8-K dated March 24, 1998; and
(3) The description of the Company's Capital Stock contained in its
Registration Statement on Form 8-A (Registration No. 0-21460) filed
with the Commission on May 31, 1993.
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 hereunder shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents. The Company will provide a
copy of any or all of such documents (exclusive of exhibits unless such exhibits
are specifically incorporated by reference therein), without charge, to each
person to whom this Prospectus is delivered, including any beneficial owner,
upon written or oral request to: NFO Worldwide, Inc., 2 Pickwick Plaza, Suite
400, Greenwich, Connecticut 06830, Attention: Secretary (telephone (203)
629-8888).
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated
2
<PAGE>
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.
3
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included in or incorporated by reference into this
Prospectus constitute "forward- looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. They involve known and unknown
risks, uncertainties and other factors that may cause actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors including, among others, clients'
timing of new product introductions and reformulations, clients' marketing
budgets, industry and economic conditions, changes in management or ownership of
a client, the effect of the Company's competition on client purchasing
decisions, the strategic decisions of the Company's management team, the extent
to which the Company is successful in integrating acquired companies, the
effects of the economic crisis in Asia and other factors referenced in this
Prospectus. In addition, the success of the Company's European expansion efforts
is dependent in part upon a productive joint venture relationship and upon the
successful application of the Company's methodologies to different business and
consumer environments.
4
<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, THE
FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY BEFORE PURCHASING THE
COMMON STOCK OFFERED HEREBY. THIS PROSPECTUS CONTAINS FORWARD- LOOKING
STATEMENTS WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND THE EXCHANGE ACT. SUCH FORWARD-LOOKING STATEMENTS INVOLVE
KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE
ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY, OR INDUSTRY RESULTS,
TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SEE "SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS" ON PAGE 3. SUCH FACTORS INCLUDE, AMONG
OTHERS, THE RISK FACTORS SET FORTH BELOW.
RELIANCE ON KEY CLIENTS
The Company's ten largest clients in 1997 generated approximately 25%
of the Company's consolidated revenues. The Company's success is dependent upon
its ability to maintain its existing clients and obtain new clients. No
assurances can be given that the Company will maintain its existing client base
or that it will be able to attract new clients. The loss of one or more of the
Company's larger clients or a significant reduction in business from such
clients could have a material adverse effect on the Company. The Company does
not have long-term contracts with its clients.
FLUCTUATIONS IN DEMAND FOR MARKET RESEARCH
Demand for the Company's research services can be affected by a number
of factors outside the Company's control. For example, a client's market
research activities are dependent on the timing of its new product introductions
and reformulations. Marketing budgets, industry and economic conditions and
changes in management or ownership of a client are also factors that can affect
the client's demand for the Company's research services. As a result of such
factors, the amount of market research conducted by the Company for each of its
clients is likely to vary from year to year, and these variations can contribute
to fluctuations in the Company's operating results from period to period.
RELIANCE ON KEY PERSONNEL
The Company is heavily dependent on the efforts of certain of its
officers and other management personnel, principally, William E. Lipner, Richard
A. Spitzer, Patrick G. Healy, Charles B. Hamlin, Joseph Migliara and Allen R.
DeCotiis. The loss of the services of one or more of these individuals could
have a material adverse effect on the Company. The Company maintains key man
life insurance on the life of William E. Lipner.
COMPETITION
The custom and syndicated market research industry is highly
competitive and is characterized by a large number of competitors, ranging from
relatively small organizations to companies with substantial resources. The
Company is also subject to competition from marketing and research departments
of various companies, advertising agencies and business consulting firms. The
Company believes that it competes principally on (i) the basis of the quality of
the design of a market research project; (ii) the ability to perform, analyze
and report on a research project in a short period of time; (iii) price; and
(iv) consistency of service.
5
<PAGE>
INTERNATIONAL SALES
The Company's international sales are typically denominated in local
currencies. In addition, the Company's expenses for its foreign offices and
operations are generally paid in local currencies. If the U.S. dollar
strengthens in relation to the applicable international currencies, the
Company's operating income may be adversely affected. The impact of future
exchange rate fluctuations on the Company's results of operations cannot be
accurately predicted. To date, the Company has not sought to hedge the risks
associated with fluctuations in exchange rates, but may undertake such
transactions in the future. There can be no assurance that any hedging
techniques implemented by the Company in the future would be successful or that
exchange rate fluctuations would not have a material adverse effect on the
Company's business, financial condition and results of operations.
6
<PAGE>
THE COMPANY
The Company is a leading provider of custom and syndicated marketing
information, consulting, and related services to companies in 24 countries
throughout the world. The Company offers its clients a wide variety of market
research services that identify and measure consumer beliefs, attitudes and
behavior regarding specific products and services. Through its proprietary
pre-recruited consumer panels and other specialized databases, the Company
offers access to over 575,000 North American households (approximately 1.5
million people) and, through a joint venture, to over 100,000 European
households. The Company provides services to more than 2,300 clients in market
segments such as packaged goods and foods, healthcare, financial services,
information technologies/telecommunications, and travel and leisure.
The Company provides its marketing information services, databases and
market research services to a diverse group of clients, including 45 of the
largest 100 companies of the FORTUNE 500 list, 23 of the top 25 U.S. bank
holding companies, and 23 of the world's 25 largest pharmaceutical firms. The
Company also conducts the Consumer Confidence Survey for the Conference Board
that is recognized as a leading economic indicator by the U.S. Department of
Commerce. The Company offers its clients a wide variety of market research
services that identify and measure consumer beliefs, attitudes and behavior
regarding specific products and services. The Company believes that the size and
quality of the NFO Panel, its expertise in the custom design and execution of
market research, its experience in panel and information management and its
systems and processing capabilities give it competitive advantage over other
marketing and consumer information services firms.
The Company's principal executive offices are located at Two Pickwick
Plaza, Suite 400, Greenwich, Connecticut 06830, and its telephone number is
203-629-8888.
RECENT DEVELOPMENTS
On March 4, 1998, the Company acquired Ross-Cooper-Lund, a strategic
market research firm headquartered in Teaneck, New Jersey and MarketMind
Technologies, located in Melbourne, Australia, developer of the MarketMind(TM)
continuous information tracking system. In separate transactions, NFO acquired
substantially all the net assets of each company for the combined consideration
of $16.6 million. These purchases were accounted for using the purchase method
of accounting.
On April 3, 1998, the Company acquired CF Group, Inc., the largest
market research organization in Canada. CF Group, Inc., founded in 1932, is
headquartered in Toronto and has client service offices in Montreal, Ottawa, and
Vancouver. The total purchase price was approximately Canadian $20 million and
the purchase was accounted for using the purchase method of accounting.
On March 12, 1998, the Company announced it had successfully concluded
a private placement of $40 million in fixed rate Senior Notes and entered into a
$75 million revolving credit agreement. Borrowings under these combined $115
million credit facilities are unsecured, the proceeds of which were used to
refinance the Company's existing debt of approximately $32 million and will be
used to finance acquisitions, capital expenditures, and working capital. The $75
million revolving credit facility, with an ultimate maturity date of March 2003,
replaced the Company's then-existing bank line of $35 million and enables the
Company to borrow in multiple currencies at interest rates tied to LIBOR or the
prime rate, at the Company's option. The $40 million in Senior Notes are due
March 1, 2008, bear interest at the fixed rate of 6.43 percent and are to be
repaid in equal annual installments of approximately $5.7 million starting in
the year 2002.
7
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from any sale of the Shares.
SELLING STOCKHOLDERS
The following table sets forth, to the knowledge of the Company, the
number of shares of Common Stock and the percentage of the outstanding shares of
Common Stock beneficially owned by each Selling Stockholder, and the number of
shares to be offered and sold by such Selling Stockholder, and the number of
shares and percentage of outstanding shares to be beneficially owned by such
Selling Stockholder after such offering and sale, assuming that all the shares
offered by such Selling Stockholder are in fact sold. Unless otherwise
indicated, each person has sole investment and voting power (or shares such
powers with his or her spouse) with respect to the shares set forth in the
following table. As of May 1, 1998, the Company had 21,232,763 shares of Common
Stock issued and outstanding.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to the Offering After the Offering
--------------------------------------- ----------- ---------------------------------------
Shares of Shares to Shares of
Common Stock Percentage(1) be Sold Common Stock Percentage(1)
--------------------------------------- ----------- ---------------------------------------
<S> <C> <C> <C> <C> <C>
Jay H. Friedman 77,844 * 39,302 38,542 *
Thomas Rich 60,329 * 9,050 51,279 *
James B. Wood 747,766 3.52% 112,165 635,601 2.99%
</TABLE>
- ---------------
* Represents holdings of less than 1%
(1) Percent of class is calculated by assuming, for purposes of both
the number of shares held by such Selling Stockholder and the
number of shares issued and outstanding, that all options to
purchase Common Stock held by such Selling Stockholder (and no
others) had been exercised, notwithstanding that all such options
may not be currently exercisable.
Jay H. Friedman, Thomas Rich and James B. Wood acquired their shares of
Common Stock pursuant to that certain Agreement and Plan of Merger, dated as of
March 20, 1997, among the Company, Prognostics Corp., a Delaware corporation and
wholly owned subsidiary of the Company, Prognostics, a California corporation,
and the shareholders of Prognostics, which was executed and delivered in
connection with the acquisition by the Company of all of the outstanding capital
stock of Prognostics. Jay H. Friedman, Thomas Rich and James B. Wood are also
subject to a Registration Rights Agreement with the Company, dated as of April
1, 1997, pursuant to which the Company agreed to effect the registration of the
offering and sale of the Shares owned by Jay H. Friedman, Thomas Rich and James
B. Wood on a delayed or continuous basis under the Securities Act on certain
terms and conditions.
8
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to time by the Selling
Stockholders, but may not be sold pursuant to this Prospectus or the
Registration Statement of which it is a part after November 1, 1998. No Selling
Stockholder is required to offer or sell any of his or its Shares. Any such
sales may be made on the NYSE or such other national securities exchange on
which shares of Common Stock are then listed, through negotiated transactions or
otherwise at prices and at terms then prevailing or at prices related to the
then-current market price or in negotiated transactions. The Shares may be sold
pursuant to one or more of the following: (a) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; (b) purchases by an
underwriter, a broker or a dealer as principal and resale by such underwriter,
broker or dealer for its account pursuant to this Prospectus; (c) a block trade
in which the broker or dealer so engaged will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction; (d) an exchange distribution in accordance with the
rules of such exchange; (e) through the writing of options on the Shares; and
(f) directly or through brokers or agents in private sales at negotiated prices.
If necessary, a supplemental prospectus which describes the method of sale in
greater detail may be filed by the Company with the Commission pursuant to Rule
424(c) under the Securities Act under certain circumstances. In effecting sales,
underwriters, brokers or dealers engaged by the Selling Stockholders and/or
purchasers of the Shares may arrange for other underwriters, brokers or dealers
to participate. Underwriters, brokers or dealers will receive commissions,
concessions or discounts from the Selling Stockholders and/or the purchasers of
the Shares in amounts to be negotiated prior to the sale. In addition, any
Shares covered by this Prospectus which qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
The Company will bear all expenses in connection with the registration
and sale of the Shares, other than commissions, concessions or discounts to
underwriters, brokers or dealers and certain of the fees and expenses of counsel
or other advisors to the Selling Stockholders.
The Company has agreed to indemnify the Selling Stockholders and the
Selling Stockholders have agreed to indemnify the Company, its officers,
directors, employees, agents and controlling persons from certain damages or
liabilities arising out of or based upon any untrue statement or alleged untrue
statement of any material fact contained in or material omission or alleged
omission from the Registration Statement, any preliminary, final or summary
prospectus contained therein, or any amendment or supplement thereto, to the
extent such untrue statement or omission was made in the Registration Statement
or other document in reliance upon information furnished by the indemnifying
party.
The Selling Stockholders and any underwriter, broker or dealer who acts
in connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any compensation received by them and any profit on any resale of the Shares as
principals might be deemed to be underwriting discounts and commissions under
the Securities Act.
9
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York.
EXPERTS
The consolidated financial statements and financial statement schedule
as of December 31, 1997 and 1996, and for each of the years in the three year
period ended December 31, 1997, included in the Company's Annual Report on Form
10-K for the year ended December 31, 1997, incorporated by reference into this
prospectus, have been audited by Arthur Andersen LLP, independent public
accountants, as set forth in their report. In their report, Arthur Andersen LLP
states that with respect to certain subsidiaries its opinion is based on the
report of other auditors, namely Soteriou Banerji. The financial statements and
financial statement schedule referred to in this paragraph are incorporated by
reference herein in reliance upon the authority of said firms as experts in
accounting and auditing in giving said reports.
10
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy such
securities in any circumstance in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct at any time subsequent to its date.
-----------------
TABLE OF CONTENTS
Page
----
Available Information......................... 2
Documents Incorporated by Reference........... 2
Special Note Regarding
Forward-Looking Statements................... 3
Risk Factors.................................. 4
The Company .................................. 6
Recent Developments........................... 6
Use of Proceeds............................... 6
Selling Stockholders.......................... 7
Plan of Distribution.......................... 7
Legal Matters................................. 8
Experts....................................... 8
- --------------------------------------------------------------------------------
160,517 SHARES
NFO WORLDWIDE, INC.
COMMON STOCK
(par value $.01 per share)
PROSPECTUS
May ___, 1998
- --------------------------------------------------------------------------------
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with the
offering described in this Registration Statement. The Company has agreed to pay
all of the costs and expenses of this offering.
SEC Registration Fee.......................................... 986.00
Legal Fees and Expenses....................................... 20,000.00*
Accounting Fees and Expenses.................................. 10,000.00*
Miscellaneous................................................. 1,000.00*
----------
Total......................................................... $31,986.00
- -------------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Article 9 of the Certificate of Incorporation of
the Company, Article VI of the By-Laws of the Company and Section 145 of the
Delaware General Corporation Law which, among other things, and subject to
certain conditions, authorize the Company to indemnify its directors and
officers against certain liabilities and expenses incurred by such persons in
connection with the claims made by reason of their being such a director or
officer.
ITEM 16. EXHIBITS.
A list of the exhibits included as part of this Registration Statement
is set forth in the Exhibit Index which immediately precedes such exhibits and
is hereby incorporated by reference herein.
4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 of the Company's Report on Form 10-K for the
fiscal year ended December 31, 1997)
4.2 Amended and Restated By-laws of the Company (incorporated by reference
to Exhibit 4.2 of the Company's Registration Statement on Form S-8
(File No. 33-73516))
4.3 Specimen Common Stock Certificate (incorporated by reference to Exhibit
4.1 of the Company's Registration Statement on Form S-1 (File No.
33-58748))
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
23.1 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (contained in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
23.2 Consent of Soteriou Banerji
II-1
<PAGE>
ITEM 17. 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act, that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post- effective amendment that contains
a form of prospectus 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) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
II-2
<PAGE>
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared
effective.
(ii) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greenwich and State of Connecticut on the 6th
day of May, 1998.
NFO WORLDWIDE, INC.
By: /s/ Patrick G. Healy
------------------------
Name: Patrick G. Healy
Title: President - Corporate Product/Systems
Development and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints William E. Lipner and Patrick G. Healy
such individual's true and lawful attorney-in-fact and agent with full power for
such person and in such person's name, place and stead, in any and all
capacities to sign and file with the Securities and Exchange Commission any and
all amendments, including post-effective amendments, to this Registration
Statement, with exhibits thereto and other documents in connection therewith,
granting unto said 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, as full to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or any substitute therefor, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on May 6, 1998.
Signatures Title
---------- -----
/s/ William E. Lipner Chairman of the Board, President, Chief
--------------------- Executive Officer and Director (Principal
William E. Lipner Executive Officer)
/s/ Steven J. Gilbert Director
---------------------
Steven J. Gilbert
II-4
<PAGE>
Signatures Title
---------- -----
/s/ Walter A. Forbes Director
--------------------
Walter A. Forbes
/s/ Edmund A. Hajim Director
-------------------
Edmund A. Hajim
/s/ John Sculley Director
----------------
John Sculley
/s/ Patrick G. Healy President - Corporate Product/Systems
-------------------- Development and Chief Financial Officer
Patrick G. Healy (Principal Financial Officer and Principal
Accounting Officer)
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page
- ----------- ------- ----
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's
Report on Form 10-K for the fiscal year ended December
31, 1997)
4.2 Amended and Restated By-laws of the Company (incorporated
by reference to Exhibit 4.2 of the Company's Registration
Statement on Form S-8 (File No. 33-73516))
4.3 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.1 of the Company's Registration Statement
on Form S-1 (File No. 33-58748))
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison 17
23.1 Consent of Paul, Weiss, Rifkind, Wharton & Garrison
(contained in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP 19
23.2 Consent of Soteriou Banerji 20
EXHIBIT 5.1
May 5, 1998
NFO Worldwide, Inc.
2 Pickwick Plaza
Suite 400
Greenwich, Connecticut 06830-5530
NFO Worldwide, Inc.
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement on Form
S-3 (the "Registration Statement") filed by NFO Worldwide, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations under the Act (the "Rules"), we have been requested to render our
opinion as to the legality of the shares of common stock, par value $.01 per
share (the "Common Stock"), of the Company being registered. The Common Stock is
being registered for offering and sale from time to time by certain selling
stockholders of the Company under Rule 415 under the Act.
In connection with this opinion, we have examined (i) an original,
photocopy or conformed copy of the Registration Statement (including its
exhibits), (ii) the Restated Certificate of Incorporation and Amended and
Restated By-laws of the Company, each as amended to date, and (iii) records of
certain of the Company's corporate proceedings. We have also made such other
examinations of law and fact as we have considered necessary in order to form a
basis for the opinion expressed below. In our examination of documents, we have
assumed, without independent investigation, the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as photostatic,
reproduced or conformed copies, the authenticity of all the latter documents and
the legal capacity of all individuals who have executed any of the documents. As
to certain matters of fact, we have relied on representations, statements or
certificates of officers of the Company.
<PAGE>
Based on the foregoing, we are of the opinion that the shares of Common
Stock being registered under the Registration Statement are duly authorized,
validly issued, fully paid and non-assessable.
This opinion is limited to the federal laws of the United States and
the General Corporation Law of the State of Delaware. Our opinion is rendered
only with respect to the laws, and the rules, regulations and orders under them,
which are currently in effect. Please be advised that no member of this firm is
admitted to practice law in the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" contained in the Prospectus included in the Registration Statement. In
giving this consent, we do not admit that we are in the category of persons
whose consent is required by the Act or the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
--------------------------------------------
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of NFO Worldwide, Inc. on Form S-3
dated May 6, 1998, of our report dated February 23, 1998, except for Note 21, as
to which the date is March 12, 1998, on the consolidated financial statements of
NFO Worldwide, Inc. and subsidiaries as of December 31, 1997 and 1996, and for
each of the years in the three year period ended December 31, 1997, included in
NFO Worldwide, Inc.'s annual report on Form 10-K for the year ended December 31,
1997, and to all references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
New York, New York
May 4, 1998
Exhibit 23.3
CONSENT OF REGISTERED AUDITORS AND CHARTERED ACCOUNTANTS
As registered auditors and chartered accountants, we hereby consent to the
incorporation by reference in this registration statement of NFO Worldwide, Inc.
on Form S-3 dated May 6, 1998, of our report dated February 23, 1998, on the
financial statements of The MBL Group Plc as of December 31, 1997 and 1996, and
for each of the years in the three year period ended December 31, 1997, included
in NFO Worldwide, Inc.'s annual report on Form 10-K for the year ended December
31, 1997, and to the reference to our Firm included in the experts section in
this registration statement.
SOTERIOU BANERJI
London, England
May 6, 1998
