BCOM3 Group Inc – ‘S-8’ on 8/28/01

On:  Tuesday, 8/28/01   ·   Effective:  8/28/01   ·   Accession #:  950131-1-503141   ·   File #:  333-68496

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7     37K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.4      California Stock Option Plan                          14     63K 
 3: EX-5.1      Opinion of Company Counsel                             2±    11K 
 4: EX-23.1     Consent of Arthur Andersen LLP                         1      6K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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As filed with the Securities and Exchange Commission on August 28, 2001   

                                                      Registration No. 333-_____

================================================================================

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C.  20549 

_______________________ 

FORM S-8  
REGISTRATION STATEMENT  
UNDER 
THE SECURITIES ACT OF 1933  

_______________________ 

Bcom3 Group, Inc. 
(Exact name of registrant as specified in its charter)  
_______________________ 

             Delaware                                           36-4345638
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

35 West Wacker Drive, Chicago IL                                 60601  
(Address of Principal Executive Offices)                           (Zip Code)   

Bcom3 2000 Long-Term Equity Incentive Plan  
Bcom3 2001 California Stock Option Plan 
(Full title of the plan)  

Christian E. Kimball  
Chief Administrative Officer and Chief Legal Officer  
Bcom3 Group, Inc. 
35 West Wacker Drive  
Chicago, IL 60601 
(312) 220-1000  
(Name and address, including zip code, and telephone number, including area 
code, of agent for service) 

Copies to:  
---------   
Keith S. Crow 
Kirkland & Ellis  
200 East Randolph Drive 
Chicago, Illinois  60601  

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
   Title of securities to be          Amount to be            Proposed maximum            Proposed maximum         Amount of        
          registered                  registered/(1)/        offering price per           aggregate offering      registration      
                                                                   share                         price                fee           
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
 Common Stock, par value                                                                                                            
  $0.01 per share................     951,331 shares              $130 (2)                  $123,673,030           $30,918.26       
------------------------------------------------------------------------------------------------------------------------------------
 Common Stock, par value                                                                                                            
  $0.01 per share................     655,286 shares              $130 (3)                  $ 85,187,180           $21,296.80       
------------------------------------------------------------------------------------------------------------------------------------

/(1)/ Pursuant to Rule 416 under the Securities Act of 1933, this Registration  
Statement shall be deemed to cover any additional shares of Common Stock that   
may be issuable under the plan to reflect stock splits, stock dividends, mergers
and other capital changes.                                                      
/(2)/ Estimated pursuant to Rule 457(h) solely for the purpose of calculating   
the amount of the registration fee, based on the weighted average exercise price
of these options.                                                               
/(3)/ Estimated pursuant to Rule 457(h) solely for the purpose of calculating   
the amount of the registration fee, based on the good faith estimate by the     
Registrant's board of directors of the fair market value of the registrant's    
Common Stock on May 31, 2001.                                                   

================================================================================

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PART I  

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS  

Item 1.   Plan Information.                                                     

          The documents containing the information specified in Part I (plan and
registrant information) will be delivered in accordance with Rule 428(b)(1)     
under the Securities Act of 1933, as amended (the "Securities Act").  Such      
documents are not required to be, and are not, filed with the Securities and    
Exchange Commission (the "Commission"), either as part of this Registration     
Statement or as prospectuses or prospectus supplements pursuant to Rule 424     
under the Securities Act.  These documents, and the documents incorporated by   
reference in this Registration Statement pursuant to Item 3 of Part II of this  
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.                                            

Item 2.   Registrant Information and Employee Plan Annual Information.          

      Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, which are also   
incorporated by reference in the Section 10(a) prospectus, other documents      
required to be delivered to eligible participants pursuant to Rule 428(b), or   
additional information about the Bcom3 2000 Long-Term Equity Incentive Plan or  
the Bcom3 2001 California Stock Option Plan (the "Plans"), will be available    
without charge by contacting the Company's Chief Legal Officer, Christian E.    
Kimball, at 35 West Wacker Drive, Chicago, Illinois, 60601, telephone number    
(312) 220-1000.                                                                 

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PART II 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  

Item 3.   Incorporation of Documents by Reference.                              

      The following documents filed by Bcom3 Group, Inc. (the "Company")
with the Commission are incorporated in this Registration Statement by          
reference:                                                                      

        (1) The Company's registration statement on Form 10, as subsequently
         amended by any post-effective amendment thereto (SEC File No.
000-32649);                                         

         (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001; and                                  

      (3) All documents subsequently filed by the Registrant pursuant to
             Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
             the filing of a post-effective amendment which indicates that all
             securities offered hereby have been sold or which deregisters all
   securities then remaining unsold, shall be deemed to be
           incorporated by reference herein and to be part hereof from the
date of the filing of such documents.               

      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 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. None.                         

Item 6.   Indemnification of Directors and Officers.                            

General Corporation Law                                                         

The Company is incorporated under the laws of the State of Delaware.  
Section 145 of the General Corporation Law of the State of Delaware provides    
that a Delaware corporation may indemnify any persons who were, are, or are     
threatened to be made parties to any threatened, pending, or completed action,  
suit, or proceeding, whether civil, criminal, administrative, or investigative, 
other than an action by or in the right of such corporation, by reason of the   
fact that such person is or was an officer, director, employee, or agent of such
corporation, or is or was serving at the request of such corporation as a       
director, officer, employee, or agent of another corporation or enterprise. The 
indemnity may include expenses (including attorneys' fees), judgments, fines,   
and amounts paid in settlement actually and reasonably incurred by such person  
in connection with such action, suit, or proceeding, provided such person acted 
in good faith and in a manner he or she reasonably believed to be in or not     
opposed to the corporation's best interests and, with respect to any criminal   
action or proceeding, had no reasonable cause to believe that his or her conduct
was illegal.                                                                    

 Section 145 also provides that a Delaware corporation may indemnify any
persons who are, were, or are threatened to be made a party to any threatened,  
pending, or completed action or suit, by or in the right of the corporation, by 
reason of the fact that such person was a director, officer, employee, or agent 
of such corporation, or is or was serving at the request of such corporation as 
a director, officer, employee, or agent of another corporation or enterprise.   
The indemnity may include expenses (including attorneys' fees) actually and     
reasonably incurred by such person in connection with the defense or settlement 
of such action or suit, so long as such person acted in good faith and in a     
manner he or she reasonably believed to be in or not opposed to the             
corporation's best interests, provided that no indemnification is permitted     
without judicial approval if the officer, director, employee, or agent is       
adjudged to be liable to the corporation. Where an officer, director, employee, 
or agent is successful on the merits or otherwise in the defense of any action  
referred to above, the corporation must indemnify him or her against the        
expenses which such officer or director has actually and reasonably incurred.   

Section 145 further authorizes a corporation to purchase and maintain 
insurance on behalf of any person who is or was a director, officer, employee,  
or agent of the corporation, or is or was serving at the request of the         
corporation as a director, officer, employee, or agent of another corporation or
enterprise, against any liability asserted against him or her and incurred by   
him or her in any such capacity, arising out                                    

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of his or her status as such, whether or not the corporation would otherwise    
have the power to indemnify him or her under Section 145.                       

Certificate of Incorporation and Bylaws                                         

  The Company's Certificate of Incorporation provides that, to the fullest
extent permitted by the General Corporation Law, no member of its Board of      
Directors shall be liable to the Company or to its stockholders for monetary    
damages for any breach of fiduciary duty.                                       

The Company's Bylaws provide for the indemnification of its directors,
officers, and employees to the fullest extent permitted by the General          
Corporation Law.                                                                

Liability Insurance                                                             

   The Company maintains liability insurance policies for the benefit of its
directors and officers.                                                         

Item 7.   Exemption from Registration Claimed.  Not applicable.                 

Item 8.   Exhibits.  An Exhibit Index is located at page 7.                     

Number                                            Description             
------                                            -----------             

4.1  Amended and Restated Certificate of Incorporation./(1)/          

4.2  Bylaws of the Company./(1)/                                      

4.3  Bcom3 2000 Long-Term Equity Incentive Plan./(1)/                 

4.4  Bcom3 2001 California Stock Option Plan.                         

    5.1  Opinion of Company counsel with respect to the legality of the shares
of Common Stock being registered hereby.                    

23.1  Consent of Arthur Andersen LLP.                                   

23.2  Consent of Chief Legal Officer of the Company (included in Exhibit
5.1).                                                       

    24.1  Power of Attorney (included on the signature page to this Registration
Statement).                                                 

___________________                                                             

/(1)/ Incorporated by reference to the Registrant's Form 10 (Sec File No. 000-  
32649).                                                                         

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;                   

                        (ii)  to reflect in the prospectus any facts or events
            arising after the effective date of Registration Statement (or
               most recent post-effective amendment thereof) which, individually
        or in the aggregate, represent a fundamental change in the
      information set forth in the 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 (a)(1)(i) and (a)(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 the Registration
Statement;                                                  

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              (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; and                       

          (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 Securities Act, each filing of the
       Company'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 the 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
    Securities 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 Securities 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 Securities Act and will be governed by
the final adjudication of such issue.                             

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SIGNATURES  
----------  

   Pursuant to the requirements of the Securities Act of 1933, 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 Chicago, State of Illinois, on August 28, 2001.      

                 BCOM3 GROUP, INC.

                        By:   /s/ Roger A. Haupt
                                       ---------------------------------
                     Name:  Roger A. Haupt
                                   Title: Chairman and Chief Executive
                     Officer

POWER OF ATTORNEY 
----------------- 

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger A. Haupt, Craig D. Brown, and      
Christian E. Kimball and each of them, such person's true and lawful attorneys- 
in-fact and agents, with full power of substitution and resubstitution, for such
person and in such person's name, place, and stead, in any and all capacities,  
to sign any or all amendments (including post-effective amendments) to the      
registration statement (and any registration statement filed pursuant to Rule   
462(b) under the Securities Act of 1933, as amended, for the offering to which  
the Registration Statement relates), and to file the same, with all exhibits    
thereto, and other documents in connection therewith, with the Securities and   
Exchange Commission, granting unto said attorneys-in-fact as agents, and each of
them, full power, and authority to do and perform each and every act and thing  
requisite and necessary to be done in and about the premises, as fully to all   
intents and purposes as he might or could do in person, hereby ratifying and    
confirming all that said attorneys-in-fact and agents or any of them, or their  
or his substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.                                                                         

_________________ 

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed by the following  
persons in the capacities indicated on August 28, 2001.                         

Signature                              Title
---------                              -----

/s/ Roger A. Haupt                       Chairman, Chief Executive Officer, and 
--------------------------               Director (Principal Executive Officer) 
Roger A. Haupt                                                                  

/s/ Craig D. Brown                       President, Chief Operating Officer, and
--------------------------               Director (Principal Financial and      
Craig D. Brown                           Accounting Officer)                    

/s/ Roy J. Bostock                       Director                               
--------------------------                                                      
Roy J. Bostock                                                                  

/s/ Richard B. Fizdale                   Director                               
--------------------------                                                      
Richard B. Fizdale                                                              

/s/ Fumio Oshima                         Director                               
--------------------------                                                      
Fumio Oshima                                                                    

/s/ Megumi Niimura                       Director                               
--------------------------                                                      
Megumi Niimura                                                                  

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EXHIBIT INDEX 

Number                                          Description                     
------                                          -----------                     

4.1 Amended and Restated Certificate of Incorporation./(1)/           

4.2 Bylaws of the Company./(1)/                                       

4.3 Bcom3 2000 Long-Term Equity Incentive Plan./(1)/                  

4.4 Bcom3 2001 California Stock Option Plan.                          

   5.1 Opinion of Company counsel with respect to the legality of the shares
of Common Stock being registered hereby.                      

23.1 Consent of Arthur Andersen LLP.                                    

23.2 Consent of Chief Legal Officer of the Company (included in Exhibit 
5.1).                                                         

   24.1 Power of Attorney (included on the signature page to this Registration
Statement).                                                   

___________________                                                             

/(1)/ Incorporated by reference to the Registrant's Form 10 (Sec File No. 000-  
32649).                                                             

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		8/28/01		1		6
		6/30/01		3					10-Q,  NT 10-Q
		5/31/01		1
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