As filed with the Securities and Exchange Commission on March 18, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WPP GROUP PLC
(Exact name of registrant as specified in its charter)
England and Wales None
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
27 Farm Street
London W1J 5RJ England
(Address of principal executive offices, including zip code)
The WPP Executive Stock Option Plan
(Full title of the plan)
David Calow
Group Chief Counsel
27 Farm Street
London W1J 5RJ England
(Name and address of agent for service)
(011 44) 20 7408 2204
(Telephone number, including area code, of agent for service)
Copy to:
Curt C. Myers, Esq.
Davis & Gilbert LLP
1740 Broadway
New York, New York 10019
(212) 468-4800
Calculation of Registration Fee
========================================================================================================================
Title of securities to be registered Amount to be Proposed maximum Proposed maximum Amount of
registered offering price aggregate registration
per share offering price fee
- ------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, nominal value 10p each ("Ordinary 1,000,000 $5.33(2) $5,330,000 $431.19
Shares") issuable upon exercise of additional
options that may be granted to persons resident in
the U.S. under the Registrant's Executive Stock
Option Plan (the "Plan")(1)
Ordinary Shares issuable to the Registrant's 15,000,000 $5.27(5) $79,050,000 $6,395.15
Depositary to support American Depositary Shares
("ADSs") issuable upon exercise of additional
options that may be granted under the Plan to
persons resident in countries outside the United
Kingdom (3)(4)
Ordinary Shares issuable upon exercise of 3,832 $4.21 $16,132.72(6) $1.31
outstanding options granted under the Plan to
persons resident in the U.S. (1)
(table continued)
========================================================================================================================
Title of securities to be registered Amount to be Proposed maximum Proposed maximum Amount of
registered offering price aggregate registration
per share offering price fee
- ------------------------------------------------------------------------------------------------------------------------
Ordinary Shares issuable to the Registrant's 8,305,017 $(7) $60,814,904.38(8) $4,919.92
Depositary to support ADSs issuable upon exercise
of outstanding options granted under the Plan to
persons resident in countries outside the United
Kingdom. (3)(4)
Total $11,747.57
- ------------------------------------------------------------------------------------------------------------------------
(1) Includes an indeterminate amount of additional Ordinary Shares that may be
necessary to adjust the number of Ordinary Shares subject to issuance
pursuant to the Plan as a result of any future stock split, stock dividend
or similar transaction with respect to the Ordinary Shares.
(2) Estimated solely for purposes of calculating the registration fee.
Such estimate has been calculated pursuant to Rule 457(c) based on the
average of the high and low prices of the Ordinary Shares as reported
on The London Stock Exchange on March 13, 2003, translated into U.S.
dollars using the Federal Reserve Bank's Noon Buying Rate for pounds
sterling of (pound)1.00 - $1.6057.
(3) Includes an indeterminate amount of additional Ordinary Shares that may be
necessary to adjust the number of Ordinary Shares underlying the ADSs
subject to issuance pursuant to the Plan as a result of any future stock
split, stock dividend or similar transaction with respect to the Ordinary
Shares.
(4) American Depositary Shares of the Registrant evidenced by American
Depositary Receipts ("ADRs") issuable upon deposit of the Ordinary
Shares registered hereunder have been registered under a separate
registration statement on Form F-6 (Reg. No. 333-5906). Each ADS
represents five Ordinary Shares.
(5) Estimated solely for the purposes of calculating the registration fee. Such
estimate has been calculated pursuant to Rule 457(c) based on the average
of the high and low prices of the ADRs as reported on the Nasdaq National
Market on March 12, 2003, divided by five.
(6) The proposed maximum aggregate offering price is the sum of the exercise
prices of the options exercisable for Ordinary Shares granted and
outstanding under the Plan as of March 12, 2003, and not included in the
prior registration statement relating to the Plan, in accordance with Rule
457(h) promulgated under the Securities Act of 1933.
(7) The exercise prices payable for the Ordinary Shares underlying ADRs
issuable upon exercise of outstanding options granted under the Plan
are as follows: $6.64 (5,940,082 shares), $6.94 (57,625 shares); $9.30
(368,790 shares), $16.90 (25,080 shares), $12.65 (345,910 shares),
$12.42 (22,615 shares), $11.65 (68,405 shares), $11.78 (7,735 shares),
$7.08 (1,153,590 shares), and $10.81 (315,185 shares).
(8) The proposed maximum aggregate offering price is the sum of the exercise
prices of the options exercisable for ADSs granted and outstanding under
the Plan as of March 12, 2003, and not included in the prior registration
statement relating to the Plan, in accordance with Rule 457(h) promulgated
under the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information *
----------------
Item 2. Registrant Information and Employee Plan Annual Information *
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* The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the WPP Executive Stock Option Plan
(the "Plan"), as required by Rule 428(b)(1) under the Securities Act of 1933.
These documents are not required to be filed with the Commission, but, together
with the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed with the Commission by the Company are
incorporated by reference in this Registration Statement:
a) The Registrant's Annual Report on Form 20-F for the fiscal
year ended December 31, 2001,
b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 since January 1, 2002,
c) The Sections entitled "Description of WPP Ordinary Shares"
and "Description of WPP American Depositary Shares"
contained in the Proxy Statement/Prospectus, dated August
29, 2000, included in Amendment No. 1, filed August 29,
2000, to a Registration Statement on Form F-4 filed by the
Registrant (File No. 333-405165).
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered hereby have been sold or that deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that also is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
The validity under English law of the WPP Ordinary Shares offered
hereby has been passed upon by David Calow, Esq., of Calow & Co, Solicitors.
Mr. Calow is Group Legal Counsel to the Registrant. Mr. Calow owns 9,950
Ordinary Shares of the Registrant.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Article 128 of the Registrant's Articles of Association provides:
"Subject to the provisions of and to the extent permitted by the Companies Act
1985 and every other statute, statutory instrument, regulation or order for the
time being in force concerning companies registered under that Act, every
director or other officer or auditor of the Company shall be indemnified out of
the assets of the Company against all liabilities incurred by him in actual or
purported execution or discharge of his duty or the exercise or purported
exercise of his actual or purported execution or discharge of his duty or the
exercise or purported exercise of his powers or otherwise in relation to or in
connection with his duties, powers or offices but,
(a) this indemnity shall not apply to any liability to the extent that
it is recovered from any other person;
2
(b) the indemnity is subject to such officer or auditor taking all
reasonable steps to effect such recovery, to the intent that the indemnity shall
not apply where an alternative right of recovery is available and capable of
being enforced."
Section 310 of the U.K. Companies Act 1985 (as amended by Section 147
of the U.K. Companies Act 2989) applicable to the Registrant, a public limited
company incorporated under the laws of England and Wales, provides as follows:
"310. PROVISIONS EXEMPTING OFFICERS AND AUDITORS FROM LIABILITY
(1) This section applies to any provision, whether contained in a
company's articles or in any contract with the company or otherwise, for
exempting any officer of the company or any person (whether an officer or not)
employed by the company as auditor from, or indemnifying him against, any
liability which by virtue of any rule of law would otherwise attach to him in
respect of any negligence, default, breach of duty or breach of trust of which
he may be guilty in relation to the company.
(2) Except as provided by the following subsection, any such
provision is void.
(3) This section does not prevent the company
(a) from purchasing and maintaining for any such officer or
auditor insurance against any such liability; or
(b) from indemnifying any such officer or auditor against any
liability incurred by him
(i) in defending any proceedings (whether civil or criminal)
in which judgment is given in his favor or he is acquitted, or
(ii) in connection with any application under section
144(3) or (4) (acquisition of shares by innocent nominee) or
section 727 (general power to grant relief in case of honest
and reasonable conduct) in which relief is granted to him by
the court."
Section 727 of the UK Companies Act 1985 provides as follows:
"727 POWER OF COURT TO GRANT RELIEF IN CERTAIN CASES:
"(1) If in any proceedings for negligence, default, breach of duty or
breach of trust against any officer of a company or a person employed by a
company as auditor (whether he is or is not an officer of the company) it
appears to the court hearing the case that that officer or person is or may be
liable in respect to the negligence, default, breach of duty or breach of trust,
but that he has acted honestly and reasonably and that having regard to all of
the circumstances of the case (including those connected with his appointment)
he ought fairly to be excused for the negligence, default, breach of duty or
breach of trust, that court may relieve him, either wholly or partly, from his
liability on such terms as it thinks fit.
(2) If any such officer or person as above-mentioned has reason to
apprehend that any claim will or might be made against him in respect of any
negligence, default, breach of duty or breach of trust, he may apply to the
court for relief; and the court on the application has the same power to relieve
him as under this section it would have had if it had been a court before which
proceedings against that person for negligence, default breach of duty or breach
of trust had been brought.
(3) Where a case to which subsection (1) applies is being tried by a
judge with a jury, the judge, after hearing the evidence, may, if he is
satisfied that the defendant or defender ought in pursuance of that subsection
to be relieved either in whole or in part from the liability sought to be
enforced against him, withdraw the case in whole or in part from the jury and
forthwith direct judgment to be entered for the defendant or defender on such
terms as to costs or otherwise as the judge may think proper."
3
The Registrant maintains directors' and officers' insurance coverage that,
subject to policy terms and limitations, will include coverage to reimburse the
Registrant for amounts that it may be required or permitted by law to pay
directors or officers of the Registrant.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Memorandum and Articles of Association of WPP Group plc
(incorporated by reference to Exhibit 1.1 of the Company's
Annual Report on Form 20-F for the year ended December 31,
2000).
4.2 Amended and Restated Deposit Agreement, dated as of October
24, 1995, among WPP Group plc, Citibank, N.A., as
Depositary, and all holders and beneficial owners from time
to time of American Depositary Receipts issued thereunder
(incorporated by reference to Exhibit (a) of the
Registration Statement on Form F-6 filed with the Commission
on October 31, 1996 (File No. 333-5906)).
4.3 Amendment No. 1 to Amended and Restated Depositary
Agreement, dated as of November 9, 1999, by and among WPP
Group plc, Citibank, N.A., as Depositary, and all holders
and beneficial owners from time to time of American
Depositary Receipts issued thereunder (incorporated herein
by reference to Exhibit (a)(i) of Post-Effective Amendment
No. 1 to the Registration Statement on Form F-6 filed with
the Commission on November 9, 1999 (File No. 333-5906)).
4.4 Amendment No. 2 to Amended and Restated Deposit Agreement,
dated October 3, 2000, among WPP Group plc, Citibank, N.A.,
as Depositary, and all holders and beneficial owners from
time to time of American Depositary Receipts issued
thereunder (incorporated herein by reference to Exhibit
(a)(i) of Amendment No. 2 to the Registration Statement on
Form F-6, filed with the Securities and Exchange Commission
on June 30, 2000 (File No. 333-5906).
4.5 Amendment No. 3 to Amended and Restated Deposit Agreement,
dated May 17, 2002, among WPP Group plc, Citibank, N.A., as
Depositary, and all holders and beneficial owners from time
to time of American Depositary Receipts issued thereunder
(incorporated herein by reference to Exhibit (a)(i) of
Amendment No. 3 to the Registration Statement on Form F-6,
filed with the Securities and Exchange Commission on April
19, 2002 (File No. 333-5906).
4.6 WPP Executive Stock Option Plan (filed herewith).
5.2 Opinion of David Calow, Esq. regarding validity of shares
being registered (filed herewith).
23.1* Consent of Arthur Andersen (omitted).
23.2 Consent of David Calow, Esq. (included in the opinion
referenced under Exhibit 5).
24 Power of Attorney (included on the signature page).
- --------------------------------
* The consent of Arthur Andersen LLP, the former independent public
accountants for the Registrant as of December 31, 2001, 2000 and 1999 and
for the years then ended, could not be obtained after reasonable efforts
and, accordingly, is being omitted pursuant to Rule 437a under the
Securities Act of 1933.
Item 9. Undertakings
------------
(a) The undersigned Registrant hereby undertakes:
4
(1) To file, during any period in which it offers or sell
securities, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be as 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 that remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 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 provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the 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 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 of whether or not such indemnification is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
5
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 London on March 17, 2003.
WPP GROUP plc
By: /s/ Paul W. G. Richardson
---------------------------------------------
Name: Paul W. G. Richardson
Title Group Finance Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below hereby severally constitutes and appoints Paul W. G. Richardson his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement and all documents relating thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Philip Lader
- ------------------------------------ Chairman (non-executive) March 17, 2003
Philip Lader of the Board of Directors
/s/ Sir Martin Sorrell
- ------------------------------------ Group Chief Executive March 17, 2003
Sir Martin Sorrell (Principal Executive Officer)
/s/ Paul W. G. Richardson
- ------------------------------------ Group Finance Director March 17, 2003
Paul W. G. Richardson (Principal Financial Officer)
/s/ David Barker
- ------------------------------------ Group Financial Controller March 18, 2003
David Barker (Controller)
/s/ Beth Axelrod
- ------------------------------------ Executive Director and March 13, 2003
Beth Axelrod Authorized Representative in
the United States
/s/ Howard Paster
- ------------------------------------ Executive Director March 13, 2003
Howard Paster
(continued)
6
Signature Title Date
- --------- ----- ----
/s/ Jeremy J. D. Bullmore
- ------------------------------------ Non-Executive Director March 13, 2003
Jeremy J. D. Bullmore
- ------------------------------------ Non-Executive Director March __, 2003
Esther Dyson
- ------------------------------------ Non-Executive Director March __, 2003
Masao Inagaki
- ------------------------------------ Non-Executive Director March __, 2003
John B. H. Jackson
/s/ Michael Jordan
- ------------------------------------ Non-Executive Director March 13, 2003
Michael Jordan
- ------------------------------------ Non-Executive Director March __, 2003
David Komansky
- ------------------------------------ Non-Executive Director March __, 2003
Christopher Mackenzie
/s/ Stanley W. Morten
- ------------------------------------ Non-Executive Director March 17, 2003
Stanley W. Morten
- ------------------------------------ Non-Executive Director March __, 2003
John A. Quelch
7
EXHIBIT INDEX
-------------
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Memorandum and Articles of Association of WPP Group plc
(incorporated by reference to Exhibit 1.1 of the Company's
Annual Report on Form 20-F for the year ended December 31,
2000).
4.2 Amended and Restated Deposit Agreement, dated as of October
24, 1995, among WPP Group plc, Citibank, N.A., as
Depositary, and all holders and beneficial owners from time
to time of American Depositary Receipts issued thereunder
(incorporated by reference to Exhibit (a) of the
Registration Statement on Form F-6 filed with the Commission
on October 31, 1996 (File No. 333-5906)).
4.3 Amendment No. 1 to Amended and Restated Depositary
Agreement, dated as of November 9, 1999, by and among WPP
Group plc, Citibank, N.A., as Depositary, and all holders
and beneficial owners from time to time of American
Depositary Receipts issued thereunder (incorporated herein
by reference to Exhibit (a)(i) of Post-Effective Amendment
No. 1 to the Registration Statement on Form F-6 filed with
the Commission on November 9, 1999 (File No. 333-5906)).
4.4 Amendment No. 2 to Amended and Restated Deposit Agreement,
dated October 3, 2000, among WPP Group plc, Citibank, N.A.,
as Depositary, and all holders and beneficial owners from
time to time of American Depositary Receipts issued
thereunder (incorporated herein by reference to Exhibit
(a)(i) of Amendment No. 2 to the Registration Statement on
Form F-6, filed with the Securities and Exchange Commission
on June 30, 2000 (File No. 333-5906).
4.5 Amendment No. 3 to Amended and Restated Deposit Agreement,
dated May 17, 2002, among WPP Group plc, Citibank, N.A., as
Depositary, and all holders and beneficial owners from time
to time of American Depositary Receipts issued thereunder
(incorporated herein by reference to Exhibit (a)(i) of
Amendment No. 3 to the Registration Statement on Form F-6,
filed with the Securities and Exchange Commission on April
19, 2002 (File No. 333-5906).
4.6 WPP Executive Stock Option Plan (filed herewith).
5.2 Opinion of David Calow, Esq. regarding validity of shares
being registered (filed herewith).
23.1* Consent of Arthur Andersen (omitted).
23.2 Consent of David Calow, Esq. (included in the opinion
referenced under Exhibit 5).
24 Power of Attorney (included on the signature page).
- --------------------------------
* The consent of Arthur Andersen LLP, the former independent public
accountants for the Registrant as of December 31, 2001, 2000 and 1999 and
for the years then ended, could not be obtained after reasonable efforts
and, accordingly, is being omitted pursuant to Rule 437a under the
Securities Act of 1933.
8