As filed with the Securities and Exchange Commission on March 8, 2005
Registration No. 033-61231
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------------------
GREY GLOBAL GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-0802840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 THIRD AVENUE
NEW YORK, NEW YORK 10017
(Address of registrant's principal executive offices)
GREY ADVERTISING INC. 1987 STOCK OPTION PLAN
(Full title of the plans)
JOHN A. GRUDZINA
C/O GREY GLOBAL GROUP INC.
777 THIRD AVENUE
NEW YORK, NEW YORK 10017
(Name and address of agent for service)
212-546-2000
(Telephone number, including area code, of agent for service)
RECENT EVENTS: DEREGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration
Statement on Form S-8 (registration number 033-61231) (the "Registration
Statement") filed with the Securities and Exchange Commission on July 21,
1995, which registered 35,783 shares of common stock, par value $0.01 per
share (the "Common Stock") of Grey Global Group Inc. (the "Company").
On March 7, 2005, the Company completed a merger transaction (the
"Merger") with WPP Group plc. The Merger was approved by the Company's
stockholders at a special meeting of stockholders held on March 3, 2005. As
a result of the Merger, shares of Common Stock have been converted into the
right to receive $1,005 in cash or 21.746 WPP ADRs (or WPP ordinary shares
underlying the ADRs), based on the election of the holder thereof and
subject to proration procedures designed to ensure that 50% of the
Company's shares were converted into the cash consideration and 50% of the
Company's shares were converted into the share consideration in the Merger.
In connection with the Merger, the Company has terminated its offering
of its Common Stock pursuant to the Registration Statement. In accordance
with an undertaking made by the Company in the Registration Statement to
remove from registration, by means of a post-effective amendment, any
securities of the Company which remain unsold at the termination of the
offering, the Company hereby removes from registration all Common Stock
registered under the Registration Statement which remain unsold as of the
date hereof.
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 Post-Effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York on this 8th day of March, 2005.
GREY GLOBAL GROUP INC.
/s/ Steven G. Felsher
--------------------------------
By: Steven G. Felsher
Title: Vice Chairman, Chief
Financial Officer and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the date
indicated.
Signature Title Date
--------- ----- ----
/s/ Edward H. Meyer Chairman, President, Chief Executive March 8, 2005
------------------------- Officer and Director (Principal
Edward H. Meyer Executive Officer)
/s/ Steven G. Felsher Vice Chairman, Chief Financial Officer March 8, 2005
------------------------- and Treasurer
Steven G. Felsher (Principal Financial Officer)
/s/ Lester M. Feintuck Senior Vice President and Chief March 8, 2005
------------------------- Accounting Officer (Principal Accounting
Lester M. Feintuck Officer)
/s/ Paul W. G. Richardson
------------------------- Director
Paul W. G. Richardson March 8, 2005
/s/ Kevin Farewell
------------------------- Director March 8, 2005
Kevin Farewell
/s/ Tom Lobene
------------------------- Director March 8, 2005
Tom Lobene
/s/ Thomas O. Neuman
------------------------- Director March 8, 2005
Thomas O. Neuman