SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 7, 1994
Grey Advertising Inc.
(Exact name of registrant as specified in its charter)
Delaware C-7897 13-0802840
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
777 Third Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 546-2000
(Former name or former address, if changed since last report)
Item 5. Other Events.
On April 7, 1994, Grey Advertising Inc. (the
"Company") and Mr. Edward H. Meyer exchanged Mr. Meyer's
shares of the Company's Series 1, Series 2 and Series 3
Preferred Stock for an equal number of shares of three new
series of the Company's Preferred Stock, designated as
Series I, Series II and Series III Preferred Stock. The
three new series of preferred stock were authorized by the
Company's Board of Directors and the powers, designations,
preferences and rights of such series are set forth in
resolutions adopted by the Board of Directors, which were
filed as Certificates of Designations with the Secretary of
State of the State of Delaware. The following summary of
certain provisions of such certificates and the agreement
effecting the exchange does not purport to be complete and
is qualified in its entirety by reference to the more
complete terms and provisions of such certificates and
agreement, attached as exhibits hereto.
The terms of the Company's new series of preferred
stock, including the basic economic terms relating thereto,
are essentially the same as the Company's existing series of
preferred stock, except that the redemption date of the
three series of new preferred stock is fixed at April 7,
2004, rather than on a date determined by reference to Mr.
Meyer's termination of full-time employment with the Company
as was the case with the existing series of preferred stock.
The terms of the new series of preferred stock also give Mr.
Meyer the option to require the Company to redeem his
preferred stock for a period of 12 months following his (i)
death, (ii) permanent disability or permanent mental
disability, (iii) termination of full-time employment for
good reason and (iv) termination of full-time employment by
the Company without cause. Previously, Mr. Meyer had the
option to require the Company to redeem his preferred stock
only upon the termination of his full-time employment with
the Company prior to his attainment of age 65.
In light of the change to the redemption
provisions described above, the voting rights of the three
new series of preferred stock, including the special voting
rights to which the new series of preferred stock is
entitled, would extend until April 7, 2004, unless
terminated earlier as a result of death or permanent mental
disability. The voting rights of the existing series of
preferred stock terminated upon the termination of Mr.
Meyer's full-time employment with the Company by reason of
cause or voluntary retirement, or upon Mr. Meyer's death or
permanent disability.
The exchange was effected pursuant to a
Stockholder Exchange Agreement between the Company and Mr.
Meyer. The Exchange Agreement contains customary
representations and warranties, as well as the following
contractual rights: (i) a put right exercisable by Mr.
Meyer at the time of redemption of the outstanding shares of
the three new series of preferred stock of certain shares of
the Company's Common Stock held by Mr. Meyer so that Mr.
Meyer does not suffer adverse tax consequences as a result
of the redemption (a similar provision was contained in the
agreement pursuant to which Mr. Meyer obtained his shares of
the existing series of preferred stock), (ii) an extension
of the maturity date of the promissory notes issued by Mr.
Meyer as partial consideration for his shares of the
existing series of preferred stock to April 7, 2004, and
(iii) after the outstanding shares of the three new series
of preferred stock are redeemed, an obligation by the
Company to use its best efforts to elect to its Board of
Directors that number of persons designated by Mr. Meyer (or
if he is no longer alive or is mentally disabled, a
representative of his family and/or his estate)
corresponding to the proportion of the capital stock of the
Company then owned by Mr. Meyer and his family, but in no
event less than one director so long as Mr. Meyer and his
family own at least five percent of the outstanding capital
stock of the Company.
Simultaneous with the exchange, the Company
retired the shares of the three series of existing preferred
stock received from Mr. Meyer and filed a certificate
eliminating the Company's Series 2 and Series 3 Preferred
Stock from its Restated Certificate of Incorporation.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
Exhibit No. Description
3(a) Restated Certificate of
Incorporation of the Company
10(a) Stockholder Exchange Agreement,
dated as of April 7, 1994, by and
between the Company and Edward H.
Meyer
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
GREY ADVERTISING INC.
Date______________________ By_________________________
Name:
Title: