As filed with the Securities and Exchange Commission on November 10, 2005
Registration No. 333-_____
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UNITED STATES 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 98-0110868
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
27 FARM STREET
LONDON W1J 5RJ ENGLAND
011-44-20-7408-2204
(Address of principal executive offices)
WPP GROUP PLC RESTRICTED STOCK PLAN
WPP 2005 WORLDWIDE OWNERSHIP PLAN
WPP 2005 EXECUTIVE STOCK OPTION PLAN
WPP GROUP PLC 2004 LEADERSHIP EQUITY ACQUISITION PLAN
WPP GROUP PLC ANNUAL BONUS DEFERRAL PROGRAMME
WPP 2003-2005 LONG TERM INCENTIVE PLAN
WPP 2004-2006 LONG TERM INCENTIVE PLAN
WPP GROUP PLC PERFORMANCE SHARE PLAN
(Full title of the plans)
ANDREA HARRIS, ESQ.
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, N.Y. 10019
(212) 468-4800
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CALCULATION OF REGISTRATION FEE
=====================================================|==============|==================|==================|============
Title of securities to be registered | Amount to be | Proposed maximum | Proposed maximum | Amount of
| registered | offering price | aggregate |registration
| (1) | per share | offering price | fee
- -----------------------------------------------------|--------------|------------------|------------------|------------
Ordinary Shares, nominal value 10p each, (2) | | | |
issuable under, or issuable to the Registrant's | | | |
Depositary to support American Depositary Shares | | | |
issuable under: | | | |
- -----------------------------------------------------|--------------|------------------|------------------|------------
- -----------------------------------------------------------------------------------------------------------------------
WPP Group plc Restricted Stock Plan | 26,000,000 | $9.98 (3) | $259,480,000 | $30,540.80
- -----------------------------------------------------|--------------|------------------|------------------|------------
WPP 2005 Worldwide Ownership Plan | 2,500,000 | $9.98 (3) | $24,950,000 | $2,936.62
- -----------------------------------------------------|--------------|------------------|------------------|------------
WPP 2005 Executive Stock Option Plan | 2,000,000 | $9.98 (3) | $19,960,000 | $2,349.29
- -----------------------------------------------------|--------------|------------------|------------------|------------
WPP Group plc 2004 Leadership Equity Acquisition | 11,000,000 | $9.98 (3) | $109,780,000 | $12,921.11
Plan | | | |
- -----------------------------------------------------|--------------|------------------|------------------|------------
WPP Group plc Annual Bonus Deferral Programme | 1,000,000 | $9.98 (3) | $9,980,000 | $1,174.65
- -----------------------------------------------------|--------------|------------------|------------------|------------
WPP 2003-2005 Long Term Incentive Plan | 4,350,000 | $9.98 (3) | $43,413,000 | $5,109.71
- -----------------------------------------------------|--------------|------------------|------------------|------------
WPP 2004-2006 Long Term Incentive Plan | 3,650,000 | $9.98 (3) | $36,427,000 | $4,287.49
- -----------------------------------------------------|--------------|------------------|------------------|------------
WPP Group plc Performance Share Plan | 200,000 | $9.98 (3) | $1,996,000 | $234.93
- -----------------------------------------------------|--------------|------------------|------------------|------------
TOTAL | 50,700,000 | | | $59,554.60
=====================================================|==============|==================|==================|============
(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 Plans set forth above, as a result of any future stock split, stock
dividend or similar transaction with respect to Ordinary Shares.
(2) American Depositary Shares of the Registrant ("ADS") evidenced by American
Depositary Receipts issuable upon deposit of 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. 333-129170). 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 November 8, 2005, translated into U.S. dollars using the Federal
Reserve Bank's Noon Buying Rate for pounds sterling of (pound) 1.00- $1.7415. In
accordance with the provisions of Rule 462 under the Securities Act, this
registration statement will become effective upon filing with the Securities and
Exchange Commission.
EXPLANATORY NOTE
References to the "Company" and the "Registrant" mean WPP Group plc, an English
public limited company.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the WPP Group plc Restricted Stock
Plan, the WPP 2005 Worldwide Ownership Plan, the WPP 2005 Executive Stock Option
Plan, the WPP Group plc 2004 Leadership Equity Acquisition Plan, the WPP Group
plc Annual Bonus Deferral Programme, the WPP 2003-2005 Long Term Incentive Plan,
the WPP 2004-2006 Long Term Incentive Plan and the WPP Group plc Performance
Share Plan (collectively, the "Plans"), as specified by Rule 428(b)(1) under the
Securities Act. In accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission"), such documents are not required to
be filed with the Commission as part of this Registration Statement. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(a) or
additional information about the Plans is available without charge by
contacting:
Andrea Harris, Esq.
Group Chief Counsel
WPP Group plc
27 Farm Street
London W1J 5RJ England
011-44-20-7408-2204
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Registrant are incorporated by reference in this Registration Statement:
(a) Annual Report on Form 20-F for the year ended December 31, 2004.
(b) Not applicable.
(c) Report on Form 6-K filed on November 10, 2005, which includes a
description of the Registrant's share capital and American
Depositary Shares, representing the Registrant's ordinary shares.
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 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:
"Except to the extent prohibited or restricted by the Statutes, but without
prejudice to any indemnity to which a director or other officer may otherwise be
entitled, every director or other officer (excluding an auditor) of the Company
may be indemnified out of the assets of the Company against all liabilities
incurred by him in the actual or purported execution or discharge of his duties
or the exercise or purported exercise of his powers or otherwise in relation to
or in connection with his duties, powers or office."
Section 310 of the U.K. Companies Act 1985 (as amended) 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
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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 a 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 favour 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 U.K. Companies Act 1985 (as amended) provides as
follows:
"727. POWER OF COURT TO GRANT RELIEF IN CASES:
(1) If in any proceedings for negligence, default, breach of duty or breach
of trust against an 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 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."
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 Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
Exhibit No. Description
4.1 Memorandum and Articles of Association of WPP Group plc
(incorporated herein by reference to Exhibit 1 of the Registrant's
Report on Form 6-K filed with the Securities and Exchange
Commission on November 10, 2005 (File No. 0-16350)).
4.2 Deposit Agreement, dated as of October 27, 2005, among WPP 2005
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 3(a) of the Registrant's Registration Statement on
Form F-6 filed with the Securities and Exchange Commission
on October 21, 2005 (File No. 333-129170)).
4.3 Form of American Depositary Receipt (incorporated herein by
reference to prospectus filed pursuant to Rule 424(b)(3) to
the Registrant's Registration Statement on Form F-6 filed
with the Securities and Exchange Commission on October 27,
2005 (File No. 333-129170)).
5.1 Opinion of Allen & Overy LLP regarding validity of securities
being registered.*
23.1 Consent of Deloitte & Touche LLP.*
23.2 Consent of Allen & Overy LLP (included in the opinion filed as
Exhibit 5.1).
24 Powers of Attorney (included on signature page).*
* Filed herewith.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(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 of 1933;
(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 this
Registration Statement;
(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 by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 being registered which 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
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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 of 1933 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.
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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 New York, State of New York on November 10, 2005.
WPP Group plc
/s/ Paul Winston George Richardson
----------------------------------
By: Paul Winston George Richardson
Title: 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 or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her 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 attorneys-in-fact and agents, each acting alone 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 or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her 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
their capacities on November 10, 2005.
Signature Title
- --------- -----
- ------------------------------------------------ Chairman (non-executive) of the Board of Directors
Philip Lader
/s/ Sir Martin Stuart Sorrell Group Chief Executive Officer
- ------------------------------------------------
Sir Martin Stuart Sorrell
/s/ Paul Winston George Richardson Finance Director (Principal Financial Officer, Principal
- ------------------------------------------------ Accounting Officer and Director)
Paul Winston George Richardson
/s/ Howard Paster Executive Director
- ------------------------------------------------
Howard Paster
/s/ Mark Julian Read Strategy Director
- ------------------------------------------------
Mark Julian Read
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Signature Title
- --------- -----
- ------------------------------------------------ Non-Executive Director
Esther Dyson
- ------------------------------------------------ Non-Executive Director
Orit Gadiesh
/s/ David Herman Komansky Non-Executive Director
- ------------------------------------------------
David Herman Komansky
/s/ Christopher Alasdhair Anthony Ewan Mackenzie Non-Executive Director
- ------------------------------------------------
Christopher Alasdhair Anthony Ewan Mackenzie
/s/ Stanley Wilbur Morten Non-Executive Director
- ------------------------------------------------
Stanley Wilbur Morten
/s/ Koichiro Naganuma Non-Executive Director
- ------------------------------------------------
Koichiro Naganuma
- ------------------------------------------------ Non-Executive Director
Lubna Suliman Olayan
- ------------------------------------------------ Non-Executive Director
John Anthony Quelch
- ------------------------------------------------ Non-Executive Director
Jeffrey Allen Rosen
/s/ Paul Spencer Non-Executive Director
- ------------------------------------------------
Paul Spencer
/s/ Colin Richard Day Non-Executive Director
- ------------------------------------------------
Colin Richard Day
/s/ Paul Winston George Richardson Authorized Representative in the United States
- ------------------------------------------------
Paul Winston George Richardson
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EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Allen & Overy LLP regarding validity of securities
being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Allen & Overy LLP (included in the opinion filed
as Exhibit 5.1).
24 Powers of Attorney (included on signature page).