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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-1024020
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
1271 Avenue of the Americas
New York, New York 10020
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
Securities Act registration statement file number to which this form relates:
333-109384
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Series A Mandatory Convertible New York Stock Exchange
Preferred Stock, no par value,
liquidation preference $50.00
per share
Securities to be registered pursuant to Section 12(g) of the Act: None.
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Item 1. Description of Registrant's Securities to be Registered.
The Interpublic Group of Companies, Inc. (the "Registrant")
registers hereunder its Series A Mandatory Convertible Preferred Stock (the
"Preferred Stock"). A general description of the Preferred Stock may be found on
page 31 of the prospectus forming part of the Registrant's Amendment No. 1 to
Form S-3 Registration Statement (Registration No. 333-109384), filed with the
Securities and Exchange Commission (the "Commission") and declared effective on
November 20, 2003. In addition, a detailed description of the Preferred Stock
may be found under the heading "Description of Series A Mandatory Convertible
Preferred Stock" beginning on page S-21 of the preliminary prospectus
supplement, subject to completion, dated December 9, 2003 (Registration No.
333-109384), which description is hereby incorporated herein by reference and
made part of this registration statement in its entirety. The Registrant also
incorporates by reference its contemplated future filing of the final prospectus
supplement pursuant to Rule 424(b).
Item 2. Exhibits.
The following exhibits are filed as part of this registration
statement:
3.1 Restated Certificate of Incorporation of the Registrant, filed
as Exhibit 3(i) to the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 2003, is incorporated
herein by reference.
3.2 Bylaws of the Registrant, amended as of July 31, 2003, filed
as Exhibit 3(ii) to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2003, is incorporated
herein by reference.
4.1* Form of Certificate of Designations of Series A Mandatory
Convertible Preferred Stock of the Registrant.
99(A) Preliminary Prospectus Supplement, subject to completion,
dated December 9, 2003, is incorporated herein by reference to
the Registrant's filing under Rule 424(b) with the Commission
on December 10, 2003 (Registration No. 333-109384).
99(B) Registration Statement on Form S-3 (Registration No.
333-109384), as amended by Amendment No. 1 to the Registration
Statement on Form S-3, filed with the Commission and declared
effective on November 20, 2003, is incorporated herein by
reference.
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* Form of Certificate of Designations of Series A Mandatory Convertible
Preferred Stock is filed herewith. The executed Certificate of Designations
of Series A Mandatory Convertible Preferred Stock will be filed as an
exhibit to a Current Report on Form 8-K filed under the Securities Exchange
Act of 1934, as amended, and incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
The Interpublic Group of Companies, Inc.
(Registrant)
Date: December 12, 2003 By: /s/ Nicholas J. Camera
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Name: Nicholas J. Camera
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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3.1 Restated Certificate of Incorporation of the
Registrant, filed as Exhibit 3(i) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003, is incorporated herein by
reference.
3.2 Bylaws of the Registrant, amended as of July 31, 2003,
filed as Exhibit 3(ii) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30,
2003, is incorporated herein by reference.
4.1* Form of Certificate of Designations of Series A
Mandatory Convertible Preferred Stock of the
Registrant.
99(A) Preliminary Prospectus Supplement, subject to
completion, dated December 9, 2003, is incorporated
herein by reference to the Registrant's filing under
Rule 424(b) with the Commission on December 10, 2003
(Registration No. 333-109384).
99(B) Registration Statement on Form S-3 (Registration No.
333-109384), as amended by Amendment No. 1 to the
Registration Statement on Form S-3, filed with the
Commission and declared effective on November 20, 2003,
is incorporated herein by reference.
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* Form of Certificate of Designations of Series A Mandatory Convertible
Preferred Stock is filed herewith. The executed Certificate of Designations
of Series A Mandatory Convertible Preferred Stock will be filed as an
exhibit to a Current Report on Form 8-K filed under the Securities Exchange
Act of 1934, as amended, and incorporated herein by reference.