| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/10/2009 |
3. Issuer Name and Ticker or Trading Symbol
HACKETT GROUP, INC. [ HCKT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 4,458,450 | D(1)(2)(3)(4)(5)(6)(7)(8) | |
| Common Stock | 139,710 | I | See footnotes(1)(2)(3)(4)(5)(6)(7)(8)(9) |
| Common Stock | 558,840 | I | See footnotes(1)(2)(3)(4)(5)(6)(7)(8)(10) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 3 is being filed by (i) Archstone Consulting Netherlands BV ("Archstone BV"); (ii) Archstone Consulting UK Limited ("Archstone Consulting UK"); (iii) Archstone Holdings UK Limited ("Archstone Holdings UK"), in its capacity of sole shareholder of Archstone Consulting UK; (iv) Archstone Consulting International Holdings Cooperatief U.A. ("Cooperatief"), in its capacity of sole member of Archstone Holdings UK and Archstone BV; (v) Archstone International Holdings LLC ("International Holdings"), in its capacity of sole member of Cooperatief; (vi) Archstone Consulting LLC ("Archstone Consulting"), as a direct beneficial owner and in its capacity as sole member of International Holdings; (vii) Archstone Intermediate Holdings LLC ("Intermediate Holdings"), in its capacity as a holder of the majority of voting units of Archstone Consulting; (Continued in footnote 2) |
| 2. (viii) Archstone Holdings LLC ("Archstone Holdings"), in its capacity as a holder of the majority of voting units of Intermediate Holdings; (ix) Lake Capital Partners LP ("Lake Capital"), in its capacity as a holder of the majority of voting units of Archstone Holdings; and (x) Lake Capital Investment Partners LP ("Lake Investment"), in its capacity as general partner of Lake Capital. |
| 3. This Form 3 is also being filed by Paul G. Yovovich ("Yovovich"), in his capacity as a member of the committee of Lake Investment that makes investment related decisions with respect to Lake Capital. |
| 4. This Form 3 is also being filed by Terence M. Graunke ("Graunke"), in his capacity as a member of the committee of Lake Investment that makes investment related decisions with respect to Lake Capital and as a member of the board of directors of Issuer. |
| 5. Each of Graunke, Yovovich, Lake Investment, Lake Capital, Archstone Holdings, Intermediate Holdings, Archstone Consulting, International Holdings, Cooperatief, Archstone Holdings UK, Archstone Consulting UK and Archstone BV may be referred to individually as a "Reporting Person" and collectively as "Reporting Persons." |
| 6. Information with respect to each Reporting Person is given solely by such Reporting Person, and such Reporting Person has no responsibility for the accuracy or completeness of information supplied by another Reporting Person. The filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 3. |
| 7. On November 10, 2009, Archstone Consulting, Archstone BV and Archstone Consulting UK entered into an Asset Purchase Agreement (the "Purchase Agreement") with Issuer and certain of Issuer's subsidiaries pursuant to which Archstone Consulting, Archstone BV and Archstone Consulting UK agreed to sell to the subsidiaries of Issuer substantially all of their assets, in exchange for 4.657 million shares of Issuer's Common Stock. Of the 4.657 millions shares, 1.655 million are subject to forfeiture if the business related to the purchased assets does not achieve certain revenue targets for fiscal year 2010 (the "Earn Out Shares"). (Continued in footnote 8) |
| 8. An additional 600,400 shares are being held in escrow and may be used, subject to the terms and conditions and limitations set forth in the Purchase Agreement, to satisfy potential indemnification obligations of the Buyer Indemnified Parties (as defined in the Purchase Agreement). Pursuant to the Purchase Agreement, Archstone Consulting also purchased an additional 500,000 shares of Issuer's Common Stock. |
| 9. These shares are owned directly by Archstone Consulting UK. |
| 10. These shares are owned directly by Archstone BV. |
| Remarks: |
| This Form 3 is being filed in three parts due to the large number of Reporting Persons and the variance in relationships. This filing is filed by the Reporting Persons listed in Footnotes 1 and 2 above. An accompanying filing is filed, on the date hereof, by the Reporting Persons listed in Footnote 3 and Footnote 4 above. All filings relate to the same series of transactions described above. |
| /s/ Archstone Consulting Netherlands BV by James S. Rowe under a Power of Attorney | 11/20/2009 | |
| /s/ Archstone Consulting International Holdings Cooperatief U.A. by James S. Rowe under a Power of Attorney | 11/20/2009 | |
| /s/ Archstone Holdings UK Limited by James S. Rowe under a Power of Attorney | 11/20/2009 | |
| /s/ Archstone Consulting UK Limited by James S. Rowe under a Power of Attorney | 11/20/2009 | |
| /s/ Archstone International Holdings LLC by James S. Rowe under a Power of Attorney | 11/20/2009 | |
| /s/ Archstone Consulting LLC by James S. Rowe under a Power of Attorney | 11/20/2009 | |
| /s/ Archstone Intermediate Consulting LLC by James S. Rowe under a Power of Attorney | 11/20/2009 | |
| /s/ Archstone Holdings LLC by James S. Rowe under a Power of Attorney | 11/20/2009 | |
| /s/ Lake Capital Partners LP by James S. Rowe under a Power of Attorney | 11/20/2009 | |
| /s/ Lake Capital Investment Partners LP by James S. Rowe under a Power of Attorney | 11/20/2009 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||