Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 and telephone number of Principal Executive Offices)
NFO WORLDWIDE, INC. STOCK OPTION PLAN
(Full title of the plan)
WILLIAM E. LIPNER
CHAIRMAN OF THE BOARD
NFO WORLDWIDE, INC.
2 PICKWICK PLAZA, SUITE 400
GREENWICH, CONNECTICUT 06830-5530
(Name and address of agent for service)
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(203) 629-8888
(Telephone number, including area code, of agent for service)
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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
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(COVER CONTINUED ON NEXT PAGE)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value............... 1,864,750(2) $17.44 $32,521,240.00 $9,594.00
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</TABLE>
(1) An estimate, based on the average of the reported high and low prices on
June 26, 1998 as determined in accordance with Rule 457(c) and (h) under the
Securities Act of 1933, has been made solely for the purpose of calculating
the registration fee relating to the 1,864,750 shares of Common Stock to be
registered hereunder and subsequently offered at prices computed upon the
basis of fluctuating market prices.
(2) Represents 1,864,750 shares of Common Stock issuable pursuant to the NFO
Worldwide, Inc. Stock Option Plan. This registration statement also relates
to such indeterminate number of additional shares of Common Stock of NFO
Worldwide, Inc. as may be issuable as a result of stock splits, stock
dividends or additional similar transactions.
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<PAGE>
EXPLANATORY NOTE
On December 28, 1993 NFO Worldwide, Inc. (the "Company") registered an
aggregate of 330,000 shares of the Company's Common Stock, par value $.01 per
share (the "Common Stock") on a Registration Statement on Form S-8 (Registration
No. 33-73516), 300,000 shares for issuance pursuant to the NFO Worldwide, Inc.
Stock Option Plan (the "Stock Option Plan") and 30,000 shares for issuance
pursuant to the NFO Worldwide, Inc. Directors' Stock Option Plan (the
"Directors' Stock Option Plan," and together with the Stock Option Plan, the
"Plans"), for which it paid the appropriate registration fee. In April 1994, the
Company effected a 3 for 2 stock split. In connection therewith, an aggregate of
165,000 additional shares of Common Stock were reserved for issuance pursuant to
the Plans and the issuance of such shares was covered by the Registration
Statement on Form S-8 (Registration No. 33-73516).
On May 18, 1994 the stockholders of the Company approved amendments to
the Stock Option Plan and Directors' Stock Option Plan to reserve for issuance
thereunder an additional 300,000 and 195,000 shares of Common Stock,
respectively. Accordingly, the Company filed a Registration Statement on Form
S-8 (Registration No. 33-91936) to register, among other things, the additional
shares of Common Stock reserved for issuance pursuant to the Plans, for which it
paid the appropriate registration fee. In February 1996, the Company effected
another 3 for 2 stock split. In connection therewith, an aggregate of 495,000
additional shares of Common Stock were reserved for issuance pursuant to the
Plans and the issuance of such shares was covered by the Registration Statement
on Form S-8 (Registration No. 33-91936).
On May 9, 1996 the stockholders of the Company approved an amendment to
the Stock Option Plan to reserve for issuance thereunder an additional 750,000
shares of Common Stock. Accordingly, the Company filed a Registration Statement
on Form S-8 (Registration No. 333-24297) to register such shares reserved for
issuance pursuant to the Stock Option Plan, for which it paid the appropriate
registration fee.
On April 1, 1997, the Board of Directors of the Company approved an
amendment to the Stock Option Plan permitting participants, during their
lifetime, to transfer options (i) to any member of his or her immediate family,
(ii) a trust established for the exclusive benefit of the participant or one or
more members of his or her immediate family or (iii) to a partnership or limited
liability company, the partners or shareholders of which are limited to the
participant and his or her immediate family, in each case in order to permit
participants who receive transferable grants to make a gift of stock options for
estate planning purposes.
In October 1997, the Company effected another 3 for 2 stock split. In
connection therewith, an aggregate of 937,500 additional shares of Common Stock
were reserved for issuance pursuant to the Stock Option Plan and the issuance of
such shares was covered by the Registration Statement on Form S-8 (Registration
No. 333-24297).
On May 13, 1998, the stockholders of the Company approved an amendment
to the Stock Option Plan to reserve for issuance an additional 1,864,750 shares
of Common Stock. Accordingly, this Registration Statement on Form S-8 is being
filed under the Securities Act of 1933, as amended (the "Securities Act"), to
register the additional shares of Common Stock reserved for issuance pursuant to
the Stock Option Plan. The information required in the Section 10(a) prospectus
is included in documents being maintained and delivered by the Company as
required by Rule 428 under the Securities Act.
<PAGE>
PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8, THIS REGISTRATION
STATEMENT ON FORM S-8 INCORPORATES BY REFERENCE THE CONTENTS OF THE REGISTRATION
STATEMENTS ON FORM S-8 REFERENCED ABOVE (REGISTRATION NO. 33-73516, REGISTRATION
NO. 33-91936 AND REGISTRATION NO. 333-24297).
<PAGE>
PART II
Item 8. Exhibits
5.1 -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the legality
of shares of Common Stock being registered.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Soteriou Banerji.
23.3 -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in their
opinion filed as Exhibit 5.1).
24.1 -- Power of Attorney.(1)
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(1) Included on signature pages of this registration statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greenwich, State of Connecticut, on June 30,
1998.
NFO WORLDWIDE, INC.
By: /s/ Patrick G. Healy
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Name: Patrick G. Healy
Title: President-Corporate Products/
Systems Development and
Chief Financial Officer and Secretary
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of NFO Worldwide, Inc.,
hereby severally constitute William E. Lipner and Patrick G. Healy our true and
lawful attorneys with full power to sign for us and in our names in the
capacities indicated below, any and all amendments, including post-effective
amendments, to this registration statement, and generally do all such things in
our name and behalf in such capacities to enable NFO Worldwide, Inc. to comply
with the applicable provisions of the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange Commission, and we hereby ratify
and confirm our signatures as they may be signed by our said attorneys to any
and all such amendments.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON JUNE 30, 1998.
Signatures Title
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/s/ William E. Lipner Chairman of the Board, President,
- --------------------- Chief Executive Officer and Director
William E. Lipner (principal executive officer)
/s/ Steven J. Gilbert Director
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Steven J. Gilbert
/s/ Walter A. Forbes Director
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Walter A. Forbes
/s/ Edmund A. Hajim Director
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Edmund A. Hajim
/s/ John Sculley Director
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John Sculley
/s/ Patrick G. Healy President-Corporate Products/
- -------------------- Systems Development and
Patrick G. Healy Chief Financial Officer and Secretary
(principal financial officer and
principal accounting officer)
<PAGE>
INDEX TO EXHIBITS
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Sequential Page
Exhibits Number
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5.1 -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
as to the legality of shares of Common Stock being
registered.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Soteriou Banerji
23.3 -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison
(included in their opinion filed as Exhibit 5.1).
24.1 -- Power of Attorney. 1/
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1/ Included on signature pages of this registration statement.
Exhibit 5.1
June 30, 1998
NFO Worldwide, Inc.
2 Pickwick Plaza
Suite 400
Greenwich, Connecticut 06830-5530
NFO Worldwide, Inc.
Registration Statement on Form S-8
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Ladies and Gentlemen:
In connection with the above-referenced Registration Statement on Form
S-8 (the "Registration Statement") filed by NFO Worldwide, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations promulgated thereunder (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 to be registered thereunder.
The shares to be registered under the Registration Statement consist of
1,864,750 shares (the "Shares") of Common Stock to be issued pursuant to the NFO
Worldwide, Inc. Stock Option Plan, as amended (the "Plan").
In connection with this opinion, we have examined (i) an original,
photocopy or conformed copy of the Registration Statement (including the
exhibits thereto), (ii) an original, photocopy or conformed copy of the Plan,
(iii) the Restated Certificate of Incorporation and Amended and Restated By-laws
of the Company, each as amended to date, and (iv) records of certain of the
Company's corporate proceedings. In addition, we have made such other
examinations of law and fact as we have considered necessary in order to form a
basis for the opinion hereinafter expressed. In our examination of documents, we
have assumed 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 such 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.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance and that the Shares, when issued and delivered by
the Company and paid for in accordance with the terms and provisions of the
Plan, will be validly issued, fully paid and nonassessable.
The foregoing 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
thereunder, which are currently in effect. Please be advised that no member of
this firm is admitted to practice in the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required by the Act or the
Rules.
<PAGE>
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
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PAUL, WEISS, RIFKIND, WHARTON & GARRISON
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of NFO Worldwide, Inc. on Form S-8
dated June 30, 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,
June 29, 1998.
Exhibit 23.2
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-8 dated June 30, 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 all references to our firm included in this registration
statement.
SOTERIOUS BANERJI
London, England,
June 29, 1998.
