As filed with the Securities and Exchange Commission on October 19, 2007
Registration No. 333-_______________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
the Securities Act of 1933
Omnicom Group Inc.
(Exact name of registrant as specified in its charter)
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New York |
4813
(Primary Standard Industrial |
13-1514814 |
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New York, NY 10022 (Address of registrant’s principal executive offices) |
2007 Incentive Award Plan
(Full title of Plan)
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Copy to: Michael J. O’ Brien, Esq.
Senior Vice President, General Counsel and
Secretary |
Copy
to:
Latham & Watkins LLP |
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(Name, address, including zip code, and telephone number, including area code, of agent for service) |
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CALCULATION OF REGISTRATION FEE
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Common Stock, |
37,000,000 shares |
$51.35 |
$1,899,950,000 |
$58,328.47 |
(1) The registration statement registers the issuance of 37,000,000 shares of common stock, which are issuable pursuant to the awards to be granted under the 2007 Incentive Award Plan (the “Plan”) of Omnicom Group Inc. (the “Company” ), and adjustments to shares to account for any changes in capitalization such as, a stock split, stock dividend, or similar transaction involving the registrant’s common stock, in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on October 16, 2007, within five business days prior to filing.
PART I
The
information called for in Part I of Form S-8 is not being filed with or included in this
Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the
“Commission”).
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by us are incorporated as of their respective dates in this Registration Statement by reference:
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The Company’s Annual Report on Form 10-K for the year ended December 31, 2006, including all material incorporated by reference therein; |
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The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007, including all material incorporated by reference therein; and |
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The description of the Company’s common stock contained in the Registration Statement on Form S-3 filed with the Commission on February 13, 2004, including any subsequently filed amendments and reports updating such description. |
All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this registration statement and 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 are incorporated by reference in this Registration Statement and are a part hereof from the date of filing such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. 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 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 required to be filed with this registration.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company’s certificate of incorporation contains a provision limiting the liability of directors to acts or omissions determined by a judgment or other final adjudication to have been in bad faith, involving intentional misconduct or a knowing violation of the law, or resulting in personal gain to which the director was not legally entitled. The Company’s bylaws provide that an officer or director will be indemnified against any costs or liabilities, including attorneys’ fees and amounts paid in settlement with the Company’s consent, in connection with any claim, action or proceeding to the fullest extent permitted by the New York Business Corporation Law.
Section 722(a) of the New York Business Corporation Law provides that a corporation may indemnify any officer or director made, or threatened to be made, a party to an action other than one by or in the right of the corporation, including an action by or in the right of any other corporation or other enterprise that any director or
officer of the corporation served in any capacity at the request of the corporation, because he was a director or officer of the corporation, or served such other corporation or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action, or any appeal therein, if such director or officer acted in good faith for a purpose he reasonably believed to be in, or in the case of service for any other corporation or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions, had no reasonable cause to believe that his conduct was unlawful.
Section
722(c) of the New York Business Corporation Law provides that a corporation may indemnify
any officer or director made, or threatened to be made, a party to an action by or in the
right of the corporation by reason of the fact that he is or was an officer or director of
the corporation, or is or was serving at the request of the corporation as a director or
officer of any other corporation or other enterprise, against amounts paid in settlement
and reasonable expenses, including attorneys’ fees, actually and necessarily incurred
by him in connection with the defense or settlement of such action, or in connection with
an appeal therein, if such director or officer acted in good faith for a purpose which he
reasonably believed to be in, or, in the case of service for another corporation or other
enterprise, not opposed to, the best interests of the corporation. The corporation may not,
however, indemnify any officer or director pursuant to Section 722(c) in respect of (1) a
threatened action or a pending action that is settled or otherwise disposed of or (2) any
claim, issue or matter for which the person has been adjudged to be liable to the
corporation, unless and only to the extent that the court in which the action was brought
or, if no action was brought, any court of competent jurisdiction, determines upon
application that the person is fairly and reasonably entitled to indemnity for that portion
of the settlement and expenses as the court deems proper.
Section
723 of the New York Business Corporation Law provides that an officer or director who has
been successful on the merits or otherwise in the defense of a civil or criminal action of
the character set forth in Section 722 is entitled to indemnification as permitted in such
Section. Section 724 of the New York Business Corporation Law permits a court to award the
indemnification required by Section 722.
The Company has entered into agreements with its directors and certain officers to indemnify them for liabilities or costs arising out of any alleged or actual breach of duty, neglect, errors or omissions while serving as a director. The Company also maintains and pays premiums for directors’ and officers’ liability insurance policies.
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
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Exhibit |
Description |
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4.1 |
Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, and incorporated herein by reference). |
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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, as amended (the “Act”);
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in 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 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 the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information 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 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.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the 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 this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, 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 Act 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 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 “Securities Act”), 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 this 19th day of October, 2007.
OMNICOM GROUP, INC.
By: /s/ John D.
Wren
John D. Wren
Chief Executive Officer and President and
Director
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints John D. Wren and Michael J. O’Brien, and each of them, with full power to act without the other, as attorney-in-fact and agent, with full power of substitution and resubstitution, to sign on his or her behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments, to this Registration Statement and other documents in connection therewith, with the Commission, granting to said attorney-in-fact and agent full power and authority to perform any other act on behalf of the undersigned required to be done in the premises.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ Bruce Crawford
Bruce Crawford |
Chairman and Director |
October 19, 2007 |
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/s/ John D. Wren
John D. Wren |
Chief Executive Officer and President and Director (Principal Executive Officer) |
October 19, 2007 |
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/s/ Randall J. Weisenburger
Randall J.
Weisenburger |
Executive Vice
President and Chief Financial Officer (Principal Financial Officer) |
October 19, 2007 |
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/s/ Philip J. Angelastro
Philip J. Angelastro |
Senior Vice President Finance and Controller (Principal Accounting Officer) |
October 19, 2007 |
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Robert Charles Clark |
Director |
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/s/ Leonard S. Coleman, Jr.
Leonard S. Coleman, Jr. |
Director |
October 19, 2007 |
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/s/ Errol M. Cook
Errol M. Cook |
Director |
October 19, 2007 |
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/s/ Susan S. Denison
Susan S. Denison |
Director |
October 19, 2007 |
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/s/ Michael A. Henning
Michael A. Henning |
Director |
October 19, 2007 |
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/s/ John R. Murphy
John R. Murphy |
Director |
October 19, 2007 |
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/s/ John R. Purcell
John R. Purcell |
Director |
October 19, 2007 |
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/s/ Linda Johnson Rice
Linda Johnson Rice |
Director |
October 19, 2007 |
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/s/ Gary L. Roubos
Gary L. Roubos |
Director |
October 19, 2007 |
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EXHIBIT INDEX |
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Exhibit |
Description |
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4.1 |
Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, and incorporated herein by reference). |
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