As filed with the Securities and Exchange Commission on August 22, 2003
Registration No. 333-
================================================================================
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)
J. Walter Thompson Company U.S. Employees'
Profit Sharing and Matched Savings Plan
Hill and Knowlton, Inc. 401K Matched
Savings Plan
Myshare Retirement Plan
Ogilvy & Mather Profit Sharing Retirement and 401(k) Plan
(Full title of the plans)
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(1) offering price aggregate registration
per share offering price fee
- ------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, nominal value 10p each,(2)
issuable under:
J. Walter Thompson Company U.S. Employees'
Profit Sharing and Matched Savings Plan 1,500,000 $9.08(3) $13,620,000 $1,101.86
Hill and Knowlton, Inc. 401K Matched Savings
Plan 325,000 $9.08(3) $2,951,000 $238.74
Myshare Retirement Plan 1,250,000 $9.08(3) $11,350,000 $918.22
Ogilvy & Mather Profit Sharing Retirement and 600,000 $9.08(3) $5,448,000 $440.74
401(k) Plan
Total $2,699.56
- ------------------------------------------------------------------------------------------------------------------------
(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 J. Walter Thompson Company U.S. Employees' Profit Sharing
and Matched Savings Plan, the Hill and Knowlton, Inc. 401K Matched Savings
Plan, the Myshare Retirement Plan and the Ogilvy & Mather Profit Sharing
Retirement and 401(k) Plan (collectively, the "Plans") as a result of any
future stock split, stock dividend or similar transaction with respect to
the Ordinary Shares. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the "Securities Act"), this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plans.
(2) American Depositary Shares of the Registrant ("ADS") evidenced by American
Depositary Receipts issuable upon deposit of the Ordinary Shares, nominal
value 10p each, of the Registrant ("Ordinary Shares") have been registered
under a separate registration statement on Form F-6 (File No. 333-5906).
Each ADS represents five Ordinary Shares.
(3) 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 August 20, 2003, translated into U.S. dollars using the
Federal Reserve Bank's Noon Buying Rate for pounds sterling of (pound)1.00
- $1.5922.
ii
EXPLANATORY NOTE
References to the "Company" and the "Registrant" mean WPP Group plc, an English
public limited company. J. Walter Thompson Company, a Delaware corporation that
sponsors the J. Walter Thompson Company U.S. Employees' Profit Sharing and
Matched Savings Plan, is a wholly-owned subsidiary of the Registrant. Hill and
Knowlton, Inc., a Delaware corporation that sponsors the Hill and Knowlton, Inc.
401K Matched Savings Plan, is a wholly-owned subsidiary of the Registrant.
MindShare USA, Inc., a Delaware corporation that sponsors the Myshare Retirement
Plan, is a wholly-owned subsidiary of the Registrant. The Ogilvy Group, Inc., a
New York corporation that sponsors the Ogilvy & Mather Profit Sharing Retirement
and 401(k) Plan, is a wholly-owned subsidiary of the Registrant.
iii
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information *
----------------
Item 2. Registrant Information and Employee Plan Annual Information *
-----------------------------------------------------------
* The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the J. Walter Thompson Company U.S.
Employees' Profit Sharing and Matched Savings Plan, the Hill and Knowlton, Inc.
401K Matched Savings Plan, the Myshare Retirement Plan and the Ogilvy & Mather
Profit Sharing Retirement and 401(k) Plan, as applicable (collectively, the
"Plans"), as required by Rule 428(b)(1) under the Securities Act. 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.
I-1
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, 2002,
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 25, 2000, included in
Amendment No. 1, filed August 25, 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
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Article 136 of the Registrant's Articles of Association provides:
"Subject to the Statutes, every director or other officer (excluding an 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; and
(b) the indemnity is subject to such officer 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."
II-1
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."
II-2
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).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Arthur Andersen (omitted).*
24 Power of Attorney (included on the signature page).
99.1 Undertaking re submission of the J. Walter Thompson Company U.S.
Employees' Profit Sharing and Matched Savings Plan, the Hill and
Knowlton, Inc. 401K Matched Savings Plan, the Myshare Retirement
Plan and the Ogilvy & Mather Profit Sharing Retirement and 401(k)
Plan to the Internal Revenue Service (filed herewith).
- ------------------
* The consent of Arthur Andersen, the former independent chartered
accountants for the Registrant as of December 31, 2001 and 2000 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. Because Arthur Andersen has not consented to the inclusion or
incorporation of their report in the registration statement, it may become
more difficult for investors to seek remedies against Arthur Andersen in
connection with any material misstatement or omission that may be contained
in WPP Group plc's consolidated financial statements and schedules for
periods covered by their report. In particular, and without limitation,
investors will not be able to recover against Arthur Andersen under Section
11 of the Securities Act for any untrue statement of a material fact
contained in the financial statements audited by Arthur Andersen or any
omission of a material fact required to be stated in those financial
statements.
II-3
Item 9. Undertakings
------------
(a) The undersigned Registrant hereby undertakes:
(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
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.
II-4
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, England, on August 22, 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 PRESENTS, 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
- --------- ----- ----
Chairman (non-executive)
- -------------------------- of the Board of Directors
Philip Lader
/s/ Sir Martin Sorrell Group Chief Executive August 22, 2003
- -------------------------- (Principal Executive Officer)
Sir Martin Sorrell
/s/ Paul W.G. Richardson Group Finance Director August 22, 2003
- -------------------------- (Principal Financial Officer)
Paul W. G. Richardson
/s/ David Barker Group Financial Controller August 22, 2003
- -------------------------- (Controller)
David Barker
/s/ Beth Axelrod Executive Director and August 22, 2003
- -------------------------- Authorized Representative in
Beth Axelrod the United States
II-5
/s/ Howard Paster Executive Director August 22, 2003
- --------------------------
Howard Paster
/s/ Jeremy J.D. Bullmore Non-Executive Director August 22, 2003
- --------------------------
Jeremy J. D. Bullmore
- -------------------------- Non-Executive Director
Esther Dyson
- -------------------------- Non-Executive Director
Masao Inagaki
/s/ John B.H. Jackson Non-Executive Director August 22, 2003
- --------------------------
John B. H. Jackson
- -------------------------- Non-Executive Director
Michael Jordan
- -------------------------- Non-Executive Director
David Komansky
/s/ Christopher Mackenzie Non-Executive Director August 22, 2003
- --------------------------
Christopher Mackenzie
/s/ Stanley W. Morten Non-Executive Director August 22, 2003
- --------------------------
Stanley W. Morten
- -------------------------- Non-Executive Director
John A. Quelch
II-6
J. Walter Thompson Company U.S. Employees' Profit Sharing and Matched Savings
Plan
Pursuant to the requirements of the Securities Act, the trustees (or other
persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York.
Signature Title Date
- --------- ----- ----
/s/ Donna Matteo Director of Benefits June 25, 2003
Hill and Knowlton, Inc. 401K Matched Savings Plan
Pursuant to the requirements of the Securities Act, the trustees (or other
persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York.
Signature Title Date
- --------- ----- ----
/s/ Sharon James Hirsch Director of Human Resources June 11, 2003
Myshare Retirement Plan
Pursuant to the requirements of the Securities Act, the trustees (or other
persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York.
Signature Title Date
- --------- ----- ----
/s/ Tim Cecere Human Resources Director June 18, 2003
Ogilvy & Mather Profit Sharing Retirement and 401(k) Plan
Pursuant to the requirements of the Securities Act, the trustees (or other
persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York.
Signature Title Date
- --------- ----- ----
/s/ Gerri Stone Director of Benefits June 17, 2003
II-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).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Arthur Andersen (omitted).*
24 Power of Attorney (included on the signature page).
99.1 Undertaking re submission of the J. Walter Thompson Company U.S.
Employees' Profit Sharing and Matched Savings Plan, the Hill and
Knowlton, Inc. 401K Matched Savings Plan, the Myshare Retirement
Plan and the Ogilvy & Mather Profit Sharing Retirement and 401(k)
Plan to the Internal Revenue Service (filed herewith).
- ------------------
* The consent of Arthur Andersen, the former independent chartered
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. Because Arthur Andersen has not consented to the
inclusion or incorporation of their report in the registration statement,
it may become more difficult for investors to seek remedies against Arthur
Andersen in connection with any material misstatement or omission that may
be contained in WPP Group plc's consolidated financial statements and
schedules for periods covered by their report. In particular, and without
limitation, investors will not be able to recover against Arthur Andersen
under Section 11 of the Securities Act for any untrue statement of a
material fact contained in the financial statements audited by Arthur
Andersen or any omission of a material fact required to be stated in those
financial statements.
II-8