As filed with the Securities and Exchange Commission on September 6, 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
CORDIANT COMMUNICATIONS GROUP PLC
(Exact name of Registrant as specified in its charter)
England and Wales 121-141 Westbourne Terrace Not Applicable
(Jurisdiction of Incorporation London W2 6JR (I.R.S. Employer
or Organization) United Kingdom Identification No.)
(Address of Principal
Executive Offices)
Lighthouse Global Network, Inc. 2000 Stock Incentive Plan
Lighthouse Global Network, Inc. 1999 Stock Incentive Plan
(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)(2)
- ------------------------------------ ----------------- -------------------- ------------------- --------------------
Ordinary Shares, nominal value 50 6,818,503 $4.68 $31,919,117.17 $8,426.65
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 ordinary share on The New York Stock Exchange on August
30, 2000.
(2) Filing fee submitted with this filing is $8,426.65
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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, 1999 of Cordiant
Communications Group plc (the "Company" or the "Registrant"), (ii) the
Registrant's Reports on Form 6-K filed with the Commission on February 9, 2000,
March 7, 2000, April 11, 2000, July 5, 2000, July 7, 2000, August 15, 2000 and
August 24, 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 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).
4.3.1 Lighthouse Global Network, Inc. 1999 Stock Incentive Plan.
4.3.2 Lighthouse Global Network, Inc. 2000 Stock Incentive Plan.
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.
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. 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; 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 (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.
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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 5th day of
September, 2000.
CORDIANT COMMUNICATIONS
GROUP PLC
By: /S/ David Ham
-----------------------------
Name: David Ham
Title: Group Controller
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)).
4.3.1 Lighthouse Global Network, Inc. 1999 Stock Incentive Plan.
4.3.2 Lighthouse Global Network, Inc. 2000 Stock Incentive Plan.
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.