As filed with the Securities and Exchange Commission on March 2, 2000.
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
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CORDIANT COMMUNICATIONS GROUP PLC
(Exact name of Registrant as specified in its charter)
------------
England and Wales 121-141 Westbourne Terrace Not Applicable
(Jurisdiction of London W2 6JR (I.R.S. Employer
Incorporation or United Kingdom Identification No.)
Organization) (Address of Principal Executive Offices)
Healthworld Corporation 1997 Stock Option Plan, as amended
(Full Title of the Plan)
Michael Kopcsak
Gould & Wilkie LLP
One Chase Manhattan Plaza
New York, NY 10018
(212) 820-0120
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
Timothy B. Goodell, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, NY 10036
(212) 819-8200
CALCULATION OF REGISTRATION FEE
- ------------------------------------ ----------------- -------------------- ------------------- --------------------
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price aggregate offering Amount of
registered registered per share(1) price(1) registration
fee(1)
- ------------------------------------ ----------------- -------------------- ------------------- --------------------
Ordinary Shares, nominal value 50 7,996,856 $5.27 $42,171,436 $11,723.65
pence each
- ------------------------------------ ----------------- -------------------- ------------------- --------------------
(1) Estimated solely for the purpose of calculating the registration fee
computed pursuant to Rule 457(c) on the basis of the average high and low
sale prices per share on February 25, 2000 multiplied by the currency
exchange rate of pounds sterling to U.S. dollars based upon the noon buying
rate in the City of New York as announced by the Federal Reserve Bank.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There is hereby incorporated herein by reference the following: (i) the
Annual Report on Form 20-F for the year ended December 31, 1998 of Cordiant
Communications Group plc (the "Company" or the "Registrant"), (ii) the Company's
Reports on Form 6-K dated June 30, 1999, November 15, 1999, December 15, 1999
and February 7, 2000, and (iii) the description of the Company's ordinary shares
contained in the Company's registration statement for such ordinary shares filed
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description. All documents subsequently filed by the Company or the Healthworld
Corporation 1997 Stock Option Plan, as amended (collectively, the "Stock Option
Plan") pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then 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 herein or in a document all or a portion of which is
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 which also is or 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.
Section 310 of the Companies Act 1985 of Great Britain provides:
"(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 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 Companies Act 1985 of Great Britain provides:
"(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 of 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."
Article 156 of the Articles of Association of The Company provides:
"Subject to the provisions of The Companies Act 1985, and every statutory
modification or re-enactment thereof for the time being in force and every other
Act or statutory instrument for the time being in force concerning limited
companies and affecting the Company (including, without limitation, Part V of
the Criminal Justice Act 1993 and the Companies Consolidation (Consequential
Provisions) Act 1985), every President, Director, Auditor, Secretary or other
officer of the Company shall be entitled to be indemnified by the Company
against all costs, charges, losses, expenses and liabilities incurred by him in
the execution and discharge of his duties or in relation thereto. The Directors
may purchase and maintain insurance for the benefit of any Director or other
officer or auditor to the extent permitted by the statutes described above."
The Company maintains Directors' and Officers' liability insurance which
provides for payments on behalf of the Directors and Officers of all losses of
such persons (other than matters uninsurable under the law) arising from claims,
including claims arising under the Securities Act, for acts or omissions by such
persons while acting as Directors or Officers of The Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Documents
4.1 Memorandum and Articles of Association of Cordiant Communications Group
plc (incorporated herein by reference to Exhibit 2.1 to Form 20-F filed
with the Securities and Exchange Commission on June 29, 1998 (Reg. No.
333-02130).
4.3 1997 Healthworld Stock Option Plan, as amended.
5 Opinion of Macfarlanes regarding the legality of the Cordiant ordinary
shares being issued.
23.1 Consent of KPMG.
24.1 Powers of Attorney of certain officers and directors of the Company
(included on pages II-6 and II-7 of this Registration Statement).
Item 9. Undertakings.
The undersigned Registrant, Cordiant Communications Group plc, 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, as amended;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the 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; 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. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
provided, however, that paragraphs (1)(i) and (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 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 being registered which remain unsold at the
termination of the offering; and
(4) 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 15(d) of the Exchange Act and each filing of each Plan's
annual report pursuant to Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
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, United Kingdom on the 2nd day of March, 2000.
CORDIANT COMMUNICATIONS
GROUP PLC
By: /s/ David Ham
Name: David Ham
Title: Group Controller
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David Ham and Arthur D'Angelo, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and revocation, in his name and on his behalf, to do any and all
acts and things and to execute any and all instruments which they and each of
them may deem necessary or advisable to enable Cordiant Communications Group plc
(the "Company") to comply with the Securities Act of 1933, as amended (the
"Act"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the Act of 7,996,856 Ordinary Shares of the Company that may be offered
pursuant to the Stock Option Plan, including power and authority to sign his
name in any and all capacities (including his capacity as a Director and/or
Officer and/or U.S. Representative of the Company) to a Registration Statement
on Form S-8, and to any and all amendments, including post-effective amendments,
to such Registration Statement, and to any and all instruments or documents
filed as part of or in connection with such Registration Statement or any
amendments thereto; and the undersigned hereby ratifies and confirms all that
said attorneys-in-fact and agents, or any of them, shall lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 1st day of March, 2000.
NAME TITLE
/s/ Michael Bungey Director and Chief Executive Officer
Michael Bungey
/s/ Arthur D'Angelo Finance Director
Arthur D'Angelo
/s/ Jean de Yturbe Director, Chairman, Bates Europe
Jean de Yturbe
/s/ Ian Smith Director, Chief Executive Officer, President/
Ian Smith International Bates World Wide, Inc. Pacific
/s/ Peter M. Schoning Director, Chairman and Chief Executive Officer,
Peter M. Schoning Scholz & Friends
/s/ Bill Whitehead Director, Chief Executive Officer, Bates North
Bill Whitehead America
/s/ Charles Scott Executive Chairman
Charles Scott
/s/ Dudley Fishburn Non-executive director
Dudley Fishburn
- ----------------------
Professor Theodore Levitt Non-executive director
/s/ James Tyrrell Non-executive director
James Tyrrell
/s/ Rolf Stomberg Non-executive director
Dr. Rolf Stomberg
/s/ Michael Kopcsak Authorized Representative in the United States
Michael Kopcsak
Gould & Wilkie LLP
EXHIBIT INDEX
Exhibit No.
4.1 Memorandum and Articles of Association of Cordiant Communications
Group plc (incorporated herein by reference to Exhibit 2.1 to
Form 20-F filed with the Securities and Exchange Commission on
June 29, 1998 (Reg. No. 333-02130).
4.3 1997 Healthworld Stock Option Plan, as amended.
5 Opinion of Macfarlanes regarding the legality of the Cordiant
ordinary shares being issued.
23.1 Consent of KPMG.
24.1 Powers of Attorney of certain officers and directors of the
Company (included on pages II-6 and II-7 of this Registration
Statement).
Exhibit 4.3
HEALTHWORLD CORPORATION
1997 STOCK OPTION PLAN
(as amended effective June 9, 1999)
TABLE OF CONTENTS
Page
1. Purpose.....................................................................1
2. Effective Date of the Plan..................................................1
3. Stock Subject to Plan.......................................................1
4. Committee...................................................................1
5. Administration..............................................................2
6. Eligibility.................................................................3
7. Option Prices...............................................................3
8. Option Term.................................................................4
9. Limitations on Amount of Options Granted....................................4
10. Exercise of Options........................................................4
11. Transferability............................................................6
12. Termination of Employment..................................................6
13. Adjustment of Number of Shares.............................................7
14. Purchase for Investment, Withholding and Waivers...........................8
15. No Stockholder Status......................................................9
16. No Restrictions on Corporate Acts..........................................9
17. Options Granted in Connection With Acquisitions............................9
18. No Employment or Service Right.............................................9
19. Termination and Amendment of the Plan......................................9
20. Expiration and Termination of the Plan....................................10
HEALTHWORLD CORPORATION
1997 STOCK OPTION PLAN
(as amended effective June 9, 1999)
1. Purpose.
The purposes of the 1997 Stock Option Plan (the "Plan") are to induce
certain employees, directors and consultants to remain in the employ or service
of Healthworld Corporation (the "Company") and its present and future subsidiary
corporations (each a "Subsidiary"), as defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended (the "Code"), to attract new individuals to
enter into such employment or service and to encourage such individuals to
secure or increase on reasonable terms their stock ownership in the Company. The
Board of Directors of the Company (the "Board") believes that the granting of
stock options (the "Options") under the Plan will promote continuity of
management and increased incentive and personal interest in the welfare of the
Company by those who are or may become primarily responsible for shaping and
carrying out the long range plans of the Company and securing its continued
growth and financial success. Options granted hereunder are intended to be
either (a) "incentive stock options" (which term, when used herein, shall have
the meaning ascribed thereto by the provisions of Section 422(b) of the Code) or
(b) options which are not incentive stock options ("non-qualified stock
options") or (c) a combination thereof, as determined by the Committee (the
"Committee") referred to in Section 4 hereof at the time of the grant thereof.
2. Effective Date of the Plan.
The Plan became effective on October 13, 1997 by action of the Board
ratified by the holders of all of the issued and outstanding shares of the
common stock of the Company.
3. Stock Subject to Plan.
1,910,000 of the authorized but unissued shares of the Common Stock, $.01
par value, of the Company (the "Common Stock") are hereby reserved for issue
upon the exercise of Options granted under the Plan; provided, however, that the
number of shares so reserved may from time to time be reduced to the extent that
a corresponding number of issued and outstanding shares of the Common Stock are
purchased by the Company and set aside for issue upon the exercise of Options.
If any Options expire or terminate for any reason without having been exercised
in full, the unpurchased shares subject thereto shall again be available for the
purposes of the Plan.
4. Committee.
The Committee shall consist of two or more members of the Board both or all
of whom shall be "non-employee directors" within the meaning of Rule 16b-3(b)(3)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). In addition, from and after the date of the first meeting of the
stockholders of the Company occurring after December 31, 2000 at which directors
are to be elected, all members of the Committee shall be "outside directors"
within the contemplation of Section 162(m)(4)(C)(i) of the Code. The Chief
Executive Officer of the Company shall also be a member of the Committee,
ex-officio, whether or not he or she is otherwise eligible to be a member of the
Committee. The Committee shall be appointed annually by the Board, which may at
any time and from time to time remove any members of the Committee, with or
without cause, appoint additional members to the Committee and fill vacancies,
however caused, in the Committee. A majority of the members of the Committee
shall constitute a quorum. All determinations of the Committee shall be made by
a majority of its members present at a meeting duly called and held. Any
decision or determination of the Committee reduced to writing and signed by all
of the members of the Committee shall be fully as effective as if it had been
made at a meeting duly called and held.
5. Administration.
A. Subject to the express provisions of the Plan, the Committee shall have
complete authority, in its discretion, to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, to determine the terms
and provisions of the respective option agreements or certificates (which need
not be identical), to determine the individuals (each a "Participant") to whom
and the times and the prices at which Options shall be granted, the periods
during which each Option shall be exercisable, the number of shares of the
Common Stock to be subject to each Option and whether such Option shall be an
incentive stock option or a non-qualified stock option and to make all other
determinations necessary or advisable for the administration of the Plan;
provided, however, that directors of the Company who are not employed by the
Company or any of the Subsidiaries (each a "Non-Employee Director") shall only
be granted Options in accordance with the provisions of Section 6B. In making
such determinations, the Committee may take into account the nature of the
services rendered by the respective employees and consultants, their present and
potential contributions to the success of the Company and the Subsidiaries and
such other factors as the Committee in its discretion shall deem relevant. The
Committee's determination on the matters referred to in this Section 5 shall be
conclusive. Any dispute or disagreement which may arise under or as a result of
or with respect to any Option shall be determined by the Committee, in its sole
discretion, and any interpretations by the Committee of the terms of any Option
shall be final, binding and conclusive.
B. The Committee may appoint a separate committee comprised of the Chief
Executive Officer and Chief Financial Officer of the Company (the
"Administrative Committee") to administer the Plan with respect to employees of
the Company or a Subsidiary (i) who are not officers of the Company who are
subject to the provisions of Section 16 of the Exchange Act and (ii) whose
compensation is not subject to the provisions of Section 162(m) of the Code,
subject to such conditions, restrictions and limitations as may be imposed by
the Committee, including but not limited to: (a) Options to purchase not more
than 50,000 shares of the Common Stock may be granted in any one calendar year
by the Administrative Committee to all employees of the Company in the aggregate
and (b) the Committee shall establish a maximum number of shares that may be
subject to Options granted under the Plan in any one calendar year to any single
employee by the Administrative Committee. Unless and until the Committee shall
take further action, the maximum number of shares that may be subject to Options
granted under the Plan in any one calendar year by the Administrative Committee
to any single employee shall be 2,500. Any actions duly taken by the
Administrative Committee with respect to the grant of Options to employees shall
be deemed to have been taken by the Committee for purposes of the Plan.
6. Eligibility.
A. An Option may be granted only to (i) an employee or consultant of the
Company or a Subsidiary, (ii) to the extent provided in Section 6B, a
Non-Employee Director and (iii) employees of a corporation or other business
enterprise which has been acquired by the Company or a Subsidiary, whether by
exchange or purchase of stock, purchase of assets, merger or reverse merger or
otherwise, who hold options with respect to the stock of such corporation which
the Company has agreed to assume.
B. (i) [reserved]
(ii) Annually, on the date of each annual meeting of the stockholders of
the Company, each Non-Employee Director shall be granted a Non-Employee
Director's Formula Option to purchase 20,000 shares of the Common Stock at the
initial per share option price equal to the fair market value of a share of the
Common Stock on the date of grant.
(iii) Each Non-Employee Director who becomes a director prior to the date
of any annual meeting of the stockholders of the Company shall be granted, on
the date he or she becomes a director, a Non-Employee Director's Formula Option
to purchase 20,000 shares of the Common Stock at the initial per share option
price equal to the fair market value of a share of the Common Stock on the date
of grant.
(iv) A Non-Employee Director may during the period commencing on the date
of the granting of a Non-Employee Director's Formula Option to him or her
exercise such Option with respect to all of the shares granted thereby.
7. Option Prices.
A. Except as otherwise provided in Section 17, the initial per share option
price of any Option shall be the price determined by the Committee but not less
than the fair market value of a share of the Common Stock on the date of grant;
provided, however, that, in the case of a Participant who owns (within the
meaning of Section 424(d) of the Code) more than 10% of the total combined
voting power of the Common Stock at the time an Option which is an incentive
stock option is granted to him or her, the initial per share option price shall
not be less than 110% of the fair market value of a share of the Common Stock on
the date of grant.
B. For all purposes of the Plan, the fair market value of a share of the
Common Stock on any date shall be determined by the Committee as follows:
(i) If the Common Stock is listed on the OTC Electronic Bulletin Board, its
fair market value shall be the closing selling price on such date for the Common
Stock as reported on the OTC Electronic Bulletin Board. If there are no sales of
the Common Stock on that date, then the reported closing selling price for the
Common Stock on the next preceding date for which such closing selling price is
quoted shall be determinative of fair market value; or,
(ii) If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation, The Nasdaq National Market
or The Nasdaq SmallCap Market, its fair market value shall be the reported
closing selling price for the Common Stock on the principal securities exchange
or national market system on which the Common Stock is at such date listed for
trading. If there are no sales of Common Stock on that date, then the reported
closing selling price for the Common Stock on the next preceding day for which
such closing selling price is quoted shall be determinative of fair market
value; or,
(iii) If the Common Stock is not traded on the OTC Electronic Bulletin
Board, an exchange, or a national market system, its fair market value shall be
determined in good faith by the Committee, and such determination shall be
conclusive and binding on all persons.
8. Option Term.
Participants shall be granted Options for such term as the Committee shall
determine, not in excess of ten years from the date of the granting thereof;
provided, however, that, except as otherwise provided in Section 17, in the case
of a Participant who owns (within the meaning of Section 424(d) of the Code)
more than 10% of the total combined voting power of the Common Stock of the
Company at the time an Option which is an incentive stock option is granted to
him or her, the term with respect to such Option shall not be in excess of five
years from the date of the granting thereof; provided, further, however, that
the term of each Non-Employee Director's Formula Option shall be ten years from
the date of the granting thereof.
9. Limitations on Amount of Options Granted.
A. Except as otherwise provided in Section 17, the aggregate fair market
value of the shares of the Common Stock for which any Participant may be granted
incentive stock options which are exercisable for the first time in any calendar
year (whether under the terms of the Plan or any other stock option plan of the
Company) shall not exceed $100,000.
B. Except as otherwise provided in Section 17, no Participant shall, during
any fiscal year of the Company, be granted Options to purchase more than 200,000
shares of the Common Stock.
10. Exercise of Options.
A. Except as otherwise provided in Section 17 and except as otherwise
determined by the Committee at the time of the grant of an Option other than a
Non-Employee Director's Formula Option, a Participant may not exercise an Option
during the period commencing on the date of the granting of such Option to him
or her and ending on the day next preceding the first anniversary of such date.
Except as otherwise set forth in Sections 9A and 17 and in the preceding
sentence, a Participant may (i) during the period commencing on the first
anniversary of the date of the granting of an Option to him or her and ending on
the day next preceding the second anniversary of such date, exercise such Option
with respect to one-third of the shares granted thereby, (ii) during the period
commencing on such second anniversary and ending on the day next preceding the
third anniversary of the date of the granting of such Option, exercise such
Option with respect to two-thirds of the shares granted thereby, and (iii)
during the period commencing on such third anniversary, exercise such Option
with respect to all of the shares granted thereby.
B. Except as hereinbefore otherwise set forth, an Option may be exercised
either in whole at any time or in part from time to time.
C. An Option may be exercised only by a written notice of intent to
exercise such Option with respect to a specific number of shares of the Common
Stock and payment to the Company of the amount of the option price for the
number of shares of the Common Stock so specified.
D. Except in the case of a Non-Employee Director's Formula Option, the
Board may, in its discretion, permit any Option to be exercised, in whole or in
part, prior to the time when it would otherwise be exercisable.
E. (i) Notwithstanding the provisions of paragraph A of this Section 10, in
the event that a Change of Control of the Company shall occur, then, each Option
theretofore granted to any Participant which shall not have theretofore expired
or otherwise been cancelled or become unexercisable shall become immediately
exercisable in full. For purposes hereof a "Change in Control" of the Company
shall occur or be deemed to have occurred only if any of the following events
occurs: (a) any "person," as such term is used in Sections 13(d) and 14(d) of
the Exchange Act (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any corporation
owned directly or indirectly by the stockholders of the Company in substantially
the same proportion as the ownership of stock of the Company) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing more than 50% of the
combined voting power of the Company's then outstanding securities; (b)
individuals who, as of the effective date of the Company's Registration
Statement on Form S-1 (Registration No. 333-34751) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, on August 29,
1997, constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board, provided that any person becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the directors of the Company, as such terms are used in Rule 14a-11
of Regulation 14A under the Exchange Act) shall be, for purposes of this
Agreement, considered as though such person were a member of the Incumbent
Board; or (c) the stockholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than (I) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 60% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (II) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 50% of the combined voting
power of the Company's then outstanding securities; or (d) the stockholders of
the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets.
(ii) In the event that a Change in Control shall occur, then, from and
after the time of such event, neither the provisions of this paragraph E nor any
of the rights of any Participant thereunder shall be modified or amended in any
way.
11. Transferability.
No Option shall be assignable or transferable except by will and/or by the
laws of descent and distribution and, during the life of any Participant, each
Option granted to him or her may be exercised only by him or her.
12. Termination of Employment.
A. In the event a Participant leaves the employ of the Company and the
Subsidiaries or ceases to serve as a consultant to the Company and/or as a
Non-Employee Director of the Company, whether voluntarily or otherwise but other
than by reason of his or her retirement, permanent disability or death, each
Option theretofore granted to him or her which shall not have theretofore
expired or otherwise been cancelled shall, to the extent exercisable on the date
of such termination of employment or service and not theretofore exercised,
terminate upon the earlier to occur of the expiration of three months after the
date of such Participant's termination of employment or service and the date of
termination specified in such Option. Notwithstanding the foregoing, if a
Participant's employment by the Company and the Subsidiaries or service as a
consultant and/or as a Non-Employee Director of the Company is terminated for
"cause", each Option theretofore granted to him or her which shall not have
theretofore expired or otherwise been cancelled shall, to the extent not
theretofore exercised, terminate forthwith. For purposes of the foregoing, the
term "cause" shall mean: (i) the commission by a Participant of any act or
omission that would constitute a crime under federal, state or equivalent
foreign law, (ii) the commission by a Participant of any act of moral turpitude,
(iii) fraud, dishonesty or other acts or omissions that result in a breach of
any fiduciary or other material duty to the Company and/or the Subsidiaries or
(iv) continued alcohol or other substance abuse that renders a Participant
incapable of performing his or her material duties to the satisfaction of the
Company and/or the Subsidiaries.
B. In the event a Participant leaves the employ of the Company and the
Subsidiaries or ceases to serve as a consultant to the Company and/or as a
Non-Employee Director of the Company by reason of his or her retirement (other
than by reason of his or her death) on or after his or her 65th birthday, each
Option theretofore granted to him or her which shall not have theretofore
expired or otherwise been cancelled shall, to the extent exercisable on the date
of such retirement and not theretofore exercised, terminate upon the earlier to
occur of the expiration of two years after the date of such retirement and the
date of termination specified in such Option.
C. In the event a Participant's employment with the Company and the
Subsidiaries or service as a consultant and/or as a Non-Employee Director of the
Company terminates by reason of his or her permanent disability, each Option
theretofore granted to him or her which shall not have theretofore expired or
otherwise been cancelled shall, to the extent exercisable on the date of such
termination of employment or service and not theretofore exercised, terminate
upon the earlier to occur of one year after the date of such termination of
employment or service and the date of termination specified in such option.
D. In the event a Participant's employment with the Company and the
Subsidiaries or service as a consultant and/or as a Non-Employee Director of the
Company terminates by reason of his or her death, each Option theretofore
granted to him or her which shall not have theretofore expired or otherwise been
cancelled shall, to the extent exercisable on the date of his or her death and
not theretofore exercised, terminate upon the earlier to occur of the expiration
of one year after the date of the qualification of a representative of his or
her estate and the date of termination specified in such Option.
13. Adjustment of Number of Shares.
A. In the event that a dividend shall be declared upon the Common Stock
payable in shares of the Common Stock, the number of shares of the Common Stock
then subject to any Option and the number of shares of the Common Stock reserved
for issuance in accordance with the provisions of the Plan but not yet covered
by an Option and the number of shares set forth in Sections 6B and 9B shall be
adjusted by adding to each share the number of shares which would be
distributable thereon if such shares had been outstanding on the date fixed for
determining the stockholders entitled to receive such stock dividend. In the
event that the outstanding shares of the Common Stock shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another corporation, whether through reorganization,
recapitalization, stock split-up, combination of shares, sale of assets, merger
or consolidation in which the Company is the surviving corporation, then, there
shall be substituted for each share of the Common Stock then subject to any
Option and for each share of the Common Stock reserved for issuance in
accordance with the provisions of the Plan but not yet covered by an Option and
for each share of the Common Stock referred to in Sections 6B and 9B, the number
and kind of shares of stock or other securities into which each outstanding
share of the Common Stock shall be so changed or for which each such share shall
be exchanged.
B. In the event that there shall be any change, other than as specified in
this Section 13, in the number or kind of outstanding shares of the Common
Stock, or of any stock or other securities into which the Common Stock shall
have been changed, or for which it shall have been exchanged, then, if the
Committee shall, in its sole discretion, determine that such change equitably
requires an adjustment in the number or kind of shares then subject to any
Option and the number or kind of shares reserved for issuance in accordance with
the provisions of the Plan but not yet covered by an Option and the number or
kind of shares referred to in Sections 6B and 9B, such adjustment shall be made
by the Committee and shall be effective and binding for all purposes of the Plan
and of each stock option agreement or certificate entered into in accordance
with the provisions of the Plan.
C. In the case of any substitution or adjustment in accordance with the
provisions of this Section 13, the option price in each stock option agreement
or certificate for each share covered thereby prior to such substitution or
adjustment shall be the option price for all shares of stock or other securities
which shall have been substituted for such share or to which such share shall
have been adjusted in accordance with the provisions of this Section 13.
D. No adjustment or substitution provided for in this Section 13 shall
require the Company to sell a fractional share under any stock option agreement
or certificate. Any fractional share resulting from an adjustment or
substitution provided for in this Section 13 shall be rounded up to the nearest
whole share.
E. In the event of the dissolution or liquidation of the Company, or a
merger, reorganization or consolidation in which the Company is not the
surviving corporation, then, except as otherwise provided in the second sentence
of Section 13A, each Option, to the extent not theretofore exercised, shall
terminate forthwith.
14. Purchase for Investment, Withholding and Waivers.
A. Unless the shares to be issued upon the exercise of an Option by a
Participant shall be registered prior to the issuance thereof under the
Securities Act of 1933, as amended, such Participant will, as a condition of the
Company's obligation to issue such shares, be required to give a representation
in writing that he or she is acquiring such shares for his or her own account as
an investment and not with a view to, or for sale in connection with, the
distribution of any thereof.
B. In the event of the death of a Participant, a condition of exercising
any Option shall be the delivery to the Company of such tax waivers and other
documents as the Committee shall determine.
C. In the case of each non-qualified stock option, a condition of
exercising the same shall be the entry by the person exercising the same into
such arrangements with the Company with respect to withholding as the Committee
may determine.
15. No Stockholder Status.
Neither any Participant nor his or her legal representatives, legatees or
distributees shall be or be deemed to be the holder of any share of the Common
Stock covered by an Option unless and until a certificate for such share has
been issued. Upon payment of the purchase price thereof, a share issued upon
exercise of an Option shall be fully paid and non-assessable.
16. No Restrictions on Corporate Acts.
Neither the existence of the Plan nor any Option shall in any way affect
the right or power of the Company or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights thereof, or
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding whether
of a similar character or otherwise.
17. Options Granted in Connection With Acquisitions.
In the event that the Committee determines that, in connection with the
acquisition by the Company or a Subsidiary of another corporation which will
become a Subsidiary or division of the Company or a Subsidiary (such corporation
being hereafter referred to as an "Acquired Subsidiary"), Options may be granted
hereunder to employees and other personnel of an Acquired Subsidiary in exchange
for then outstanding options to purchase securities of the Acquired Subsidiary.
Such Options may be granted at such option prices, may be exercisable
immediately or at any time or times either in whole or in part, and may contain
such other provisions not inconsistent with the Plan, or the requirements set
forth in Section 19 that certain amendments to the Plan be approved by the
stockholders of the Company, as the Committee, in its discretion, shall deem
appropriate at the time of the granting of such Options.
18. No Employment or Service Right.
Neither the existence of the Plan nor the grant of any Option shall require
the Company or any Subsidiary to continue any Participant in the employ of the
Company or such Subsidiary or require the Company to continue any Participant as
a director of the Company.
19. Termination and Amendment of the Plan.
The Board may at any time terminate the Plan or make such modifications of
the Plan as it shall deem advisable; provided, however, that the Board may not
without further approval of the holders of a majority of the shares of the
Common Stock present in person or by proxy at any special or annual meeting of
the stockholders, increase the number of shares as to which Options may be
granted under the Plan (as adjusted in accordance with the provisions of Section
13), or change the manner of determining the option prices, or extend the period
during which an Option may be granted or exercised; provided, however, the
provisions of the Plan governing the grant of Non-Employee Director's Formula
Options may not be amended except by the vote of a majority of the members of
the Board and by the vote of a majority of the members of the Board who are
employees of the Company or a Subsidiary. Except as otherwise provided in
Section 13, no termination or amendment of the Plan may, without the consent of
the Participant to whom any Option shall theretofore have been granted,
adversely affect the rights of such Participant under such Option.
20. Expiration and Termination of the Plan.
The Plan shall terminate on October 12, 2007 or at such earlier time as the
Board may determine. Options may be granted under the Plan at any time and from
time to time prior to its termination. Any Option outstanding under the Plan at
the time of the termination of the Plan shall remain in effect until such Option
shall have been exercised or shall have expired in accordance with its terms.
Exhibit 5
[Letterhead of Macfarlanes]
The Directors
Cordiant Communications Group plc
121-141 Westbourne Terrace
London
W2 6JR
Our Ref: MHL/WD/555974
Direct Line: 020 7849 2539
E-mail: mhl@macfarlanes.com
2 March 2000
Dear Sirs
Registration Statement on Form S-8
As English solicitors for Cordiant Communications Group plc, a public limited
company incorporated under the laws of England and Wales ("the Company"), we
have been requested to render this opinion in connection with the proposed
registration under the United States Securities Act 1933, as amended ("the
Securities Act"), of Ordinary Shares of 50p each in the capital of the Company
("the Ordinary Shares") to be issued on exercise of options granted under the
Healthworld Corporation 1997 Stock Option Plan, as amended (the "Plan"),
pursuant to the Company's Registration Statement on Form S-8 filed by the
Company with the Securities and Exchange Commission under the Securities Act
with respect to the registration of Ordinary Shares for issue under the Plan and
the Agreement and Plan of Merger dated as of 9 November 1999 made by and among
the Company, Healthworld Acquisition Corp., a wholly-owned subsidiary of the
Company ("Merger Sub") and Healthworld Corporation ("Healthworld"), as amended
by an Amendment Agreement dated 3 February 2000 among the same parties ("the
Merger Agreement"), providing for the merger of Healthworld Acquisition Corp, a
wholly-owned subsidiary of the Company, with and into Healthworld.
1 For the purpose of this opinion we have examined copies, certified or
otherwise authenticated to our satisfaction, of:-
1.1 the Certificate of Incorporation and each Certificate of Incorporation
on change of name of the Company;
1.2 the Memorandum of Association and Articles of Association of the
Company;
1.3 the Merger Agreement and the Plan; and
1.4 such records of proceedings of the Board of Directors of the Company,
records of public officials and other documents as we have deemed
necessary or appropriate under the circumstances.
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to the
originals of all documents submitted to us as copies.
2 On the basis of and subject to the foregoing, we are of the opinion that
the Ordinary Shares will, when issued pursuant to and in accordance with
the Plan and the Merger Agreement, be legally and validly issued, fully
paid and non-assessable (i.e. no further contribution in respect of the
Ordinary Shares will be required to be made to the Company by the
holders thereof, by reason only of their being such holders).
This opinion is limited to the law of England and Wales as currently in effect
and applied by the courts thereof and is given on the basis that this opinion
will be governed by and construed in accordance with such law.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act.
Yours faithfully
/s/Macfarlanes
Exhibit 23.1
KPMG AUDIT PLC
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby give our consent to the incorporation by reference in this
Registration Statement on Form S-8 of Cordiant's Communications Group plc of our
report dated April 29, 1999 with respect to the consolidated financial
statements of Cordiant as of December 31, 1998 and 1997, and for each of the
three years in the period ended December 31, 1998, which report is included in
Cordiant's Annual Report on Form 20-F for the year ended December 31, 1998.
/s/ KPMG Audit Plc
London, England
March 2, 2000