Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TYgX58YeLv1pJdoym+DAOM1DJuWciUh73CGXfmBKNLNIf0208AD3YEwYY1TMI8lB u+mjsW6nXFjaJ3xNkvRZ9Q== 0001193125-09-239332.txt : 20091120 0001193125-09-239332.hdr.sgml : 20091120 20091120170344 ACCESSION NUMBER: 0001193125-09-239332 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20091120 DATE AS OF CHANGE: 20091120 GROUP MEMBERS: ARCHSTONE CONSULTING INTERNATIONAL HOLDINGS COOPERATIEF U.A. GROUP MEMBERS: ARCHSTONE CONSULTING NETHERLANDS BV GROUP MEMBERS: ARCHSTONE CONSULTING UK LIMITED GROUP MEMBERS: ARCHSTONE HOLDINGS LLC / 20-0023863 GROUP MEMBERS: ARCHSTONE HOLDINGS UK LIMITED GROUP MEMBERS: ARCHSTONE INTERMEDIATE HOLDINGS LLC / 20-0023856 GROUP MEMBERS: ARCHSTONE INTERNATIONAL HOLDINGS LLC / 20-3138535 GROUP MEMBERS: LAKE CAPITAL INVESTMENT PARTNERS LP / 32-0027408 GROUP MEMBERS: LAKE CAPITAL PARTNERS LP / 32-0027409 GROUP MEMBERS: PAUL G. YOVOVICH GROUP MEMBERS: TERENCE M. GRAUNKE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HACKETT GROUP, INC. CENTRAL INDEX KEY: 0001057379 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 650750100 STATE OF INCORPORATION: FL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55547 FILM NUMBER: 091199304 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY DRIVE STREET 2: SUITE 3000 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3053758005 MAIL ADDRESS: STREET 1: 1001 BRICKELL BAY DRIVE STREET 2: SUITE 3000 CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: ANSWERTHINK INC DATE OF NAME CHANGE: 20000628 FORMER COMPANY: FORMER CONFORMED NAME: ANSWERTHINK CONSULTING GROUP INC DATE OF NAME CHANGE: 19980608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Archstone Consulting LLC CENTRAL INDEX KEY: 0001476785 IRS NUMBER: 200023852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-640-7050 MAIL ADDRESS: STREET 1: 676 N. MICHIGAN AVENUE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60611 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

THE HACKETT GROUP INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

404609109

(CUSIP Number)

Bradford J. Cornell - Vice President

Archstone Consulting LLC

676 N. Michigan Ave

Chicago, IL 60611

(312) 640-7050

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

COPY TO:

Sanford E. Perl, P.C.

James S. Rowe

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

November 10, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 404609109

13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Archstone Consulting UK Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 139,710
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 139,710
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 139,710
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%
14	TYPE OF REPORTING PERSON (See Instructions) OO

CUSIP No. 404609109

13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Archstone Holdings UK Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 139,710*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 139,710*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 139,710
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Solely in its capacity as the sole shareholder of Archstone Consulting UK Limited.

CUSIP No. 404609109

13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Archstone Consulting International Holdings Cooperatief U.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 698,550*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 698,550*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 698,550
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Solely in its capacity as the sole shareholder of Archstone Holdings UK Limited and sole member of Archstone Consulting Netherlands BV.

CUSIP No. 404609109

13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Archstone International Holdings LLC / 20-3138535
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 698,550*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 698,550*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 698,550
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Solely in its capacity as the sole member of Archstone Consulting International Holdings Cooperatief U.A.

CUSIP No. 404609109

13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Archstone Consulting LLC / 20-0023852
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,157,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,157,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,157,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%
14	TYPE OF REPORTING PERSON (See Instructions) OO

CUSIP No. 404609109

13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Archstone Intermediate Holdings LLC / 20-0023856
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,157,000*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,157,000*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,157,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Solely in its capacity as the managing member of Archstone Consulting LLC.

CUSIP No. 404609109

13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Archstone Holdings LLC / 20-0023863
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,157,000*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,157,000*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,157,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Solely in its capacity as the managing member of Archstone Intermediate Holdings LLC.

CUSIP No. 404609109

13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Lake Capital Partners LP / 32-0027409
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,157,000*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,157,000*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,157,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Solely in its capacity as the majority member of Archstone Holdings LLC.

CUSIP No. 404609109

13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Lake Capital Investment Partners LP / 32-0027408
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,157,000*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,157,000*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,157,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Solely in its capacity as the general partner of Lake Capital Partners LP.

CUSIP No. 404609109

13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Paul G. Yovovich
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,157,000*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,157,000*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,157,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%
14	TYPE OF REPORTING PERSON (See Instructions) IN

*	Solely in his capacity as a member of the committee of Lake Capital Investment Partners LP that makes investment related decisions with respect to Lake Capital Partners LP.

CUSIP No. 404609109

13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Terence M. Graunke
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,157,000*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,157,000*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,157,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%
14	TYPE OF REPORTING PERSON (See Instructions) IN

*	Solely in his capacity as a member of the committee of Lake Capital Investment Partners LP that makes investment related decisions with respect to Lake Capital Partners LP.

CUSIP No. 404609109

13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Archstone Consulting Netherlands BV
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 558,840
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 558,840
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 558,840
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON (See Instructions) OO

EXPLANATORY NOTE

This statement on Schedule 13D (this “Statement”) relates to the Asset Purchase Agreement, dated as of November 10, 2009 (the “Purchase Agreement”), by and among Archstone Acquisition Corp., a Florida corporation (“US Buyer”), Hackett REL, Ltd (UK), a company organized under the laws of England and Wales (“UK Buyer”), The Hackett Group B.V., a company organized under the laws of The Netherlands (“BV Buyer” and collectively with US Buyer and UK Buyer, the “Buyers”), The Hackett Group, Inc., a Florida corporation (the “Issuer”), Archstone Consulting LLC, a Delaware limited liability company (“Archstone Consulting”), Archstone Consulting UK Limited, a company organized under the laws of England and Wales (“Archstone UK”), and Archstone Consulting Netherlands BV, a company organized under the laws of The Netherlands (“Archstone BV,” and together with Archstone UK and Archstone Consulting, the “the Sellers”), and the transactions contemplated thereby. The Purchase Agreement contemplates that, subject to the terms and conditions set forth therein, Buyers will purchase from the Sellers substantially all of the assets of the Sellers (the “Transaction”) in exchange for an aggregate of 4,657,000 shares of Common Stock of the Issuer (the “Consideration Shares”). In addition, pursuant to the Purchase Agreement, Archstone Consulting agreed to purchase an additional 500,000 shares of Common Stock of the Issuer at a price of $3.00 per share (the “Purchased Shares” and together with the Consideration Shares, the “Issued Shares”).

The description of the Purchase Agreement is qualified in its entirety by the Purchase Agreement, which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 1. Security and the Issuer.

The class of equity security to which this statement relates is the common stock, par value $0.001 per share, of the Issuer. The name and address of the principal executive offices of the Issuer are: The Hackett Group Inc., 1001 Brickell Bay Drive, Suite 3000, Miami, Florida 33131.

Item 2. Identity and Background.

(a) This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Lake Capital Investment Partners LP, a Delaware limited partnership (“Lake Investment”), Lake Capital Partners LP, a Delaware limited partnership (“Lake Capital”), Archstone Holdings LLC, a Delaware limited liability company (“Archstone Holdings”), Archstone Intermediate Holdings LLC, a Delaware limited liability company (“Archstone Intermediate Holdings”), Archstone Consulting, Archstone International Holdings LLC, a Delaware limited liability company (“Archstone International”), Archstone Consulting International Holdings Cooperatief U.A., a company organized under the laws of The Netherlands (“Cooperatief”), Archstone BV, Archstone Holdings UK Limited, a company organized under the laws of England and Wales (“Archstone Holdings UK”), Archstone UK, Terence M. Graunke (“Graunke”) and Paul G. Yovovich (“Yovovich”).

Graunke and Yovovich are the members of the committee of Lake Investment that makes investment related decisions with respect to Lake Capital (such committee, the “Limited Partners Committee”). Lake Investment is the general partner of Lake Capital, which in turn holds a majority of the voting units of Archstone Holdings, which in turn is the managing member of Archstone Intermediate Holdings, which in turn is the managing member of Archstone Consulting, which in turn is the managing member of Archstone International, which in turn is the sole member of Cooperatief, which in turn is the sole member of both Archstone BV and Archstone Holdings UK, which in turn is the sole shareholder of Archstone UK. Graunke, Yovovich, Lake Investment, Lake Capital, Archstone Holdings, Archstone Intermediate Holdings, Archstone Consulting, Archstone International, Cooperatief, Archstone BV, Archstone Holdings UK and Archstone UK are sometimes referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.”

Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information by another Reporting Person.

(b) The address of the principal business and principal office of each of the Reporting Persons is 676 N. Michigan Ave, Suite 3900, Chicago, IL 60611.

Lake Capital is principally engaged in the business of making private equity investments;

Archstone Holdings is principally engaged in the business of serving as the managing member of Archstone Intermediate Holdings;

Archstone Intermediate Holdings is principally engaged in the business of serving as the managing member of Archstone Consulting;

Prior to the closing of the Purchase Agreement, Archstone Consulting was principally engaged in the businesses of (i) serving as the managing member of Archstone International and (ii) providing performance improvement management consulting and implementation of Oracle/Hyperion services. As part of the Transaction, substantially all of Archstone Consulting’s assets were sold to US Buyer and Archstone Consulting no longer provides the services described in (ii) of the immediately preceding sentence;

Archstone International is principally engaged in the business of serving as the managing member of Cooperatief;

Cooperatief is principally engaged in the business of serving as (i) the sole member of Archstone BV and (ii) the sole shareholder of Archstone Holdings UK;

Archstone Holdings UK is principally engaged in the business of serving as the sole shareholder of Archstone UK;

Prior to the closing of the Purchase Agreement, Archstone UK was principally engaged in the business of providing performance improvement management consulting and implementation of Oracle/Hyperion services. As part of the Transaction, substantially all of Archstone UK’s assets were sold to UK Buyer and Archstone UK no longer provides such services;

Prior to the closing of the Purchase agreement, Archstone BV was principally engaged in the business of providing performance improvement management consulting and implementation of Oracle/Hyperion services. As part of the Transaction, substantially all of Archstone BV’s assets were sold to BV Buyer and Archstone BV no longer provides such services;

Graunke is principally engaged in serving as a principal of Lake Capital Management LLC and affiliated entities; and

Yovovich is principally engaged in serving as a principal of Lake Capital Management LLC and affiliated entities.

(d) During the past five years, none of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A to this statement, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A to this statement was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) All individuals named in Schedule A to this statement are citizens of the United States.

The Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement.

Certain information required by this Item 2 concerning the executive officers and members of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated herein by reference.

Pursuant to Rule 13d-4 under the Exchange Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person.

Item 3. Source and Amount of Funds or Other Consideration.

Pursuant to the terms of the Purchase Agreement, the Consideration Shares were issued to the Sellers as consideration for the sale of substantially all of the assets of the Sellers and Archstone Consulting additionally purchased the Purchased Shares. Of the Consideration Shares, 600,400 of such shares are being held in escrow in order to satisfy potential indemnity claims that may be filed by Buyer Indemnity Parties (as defined in the Purchase Agreement) pursuant to the terms and conditions and limitations set forth in the Purchase Agreement. An additional 1,655,000 of the Consideration Shares are subject to forfeiture if certain revenue targets set forth in the Purchase Agreement are not met for the Issuer’s fiscal year 2010.

Immediately prior to the closing of the transactions contemplated by the Purchase Agreement, Lake Capital contributed capital to Archstone Consulting in exchange for preferred units of Archstone Consulting. Archstone Consulting then used $1,500,000 of such contributed capital to fund the purchase of the Purchased Shares.

Item 4. Purpose of Transaction.

Pursuant to the terms of the Purchase Agreement, the Issuer, through US Buyer, UK Buyer and BV Buyer, acquired substantially all of the assets of the Sellers. In consideration for such purchase, the Issuer issued to the Sellers the Consideration Shares. In addition, pursuant to the terms of the Purchase Agreement, Archstone Consulting purchased the Purchased Shares. The Purchase Agreement also provided that Graunke receive a seat on the board of directors of the Issuer (the “Board”). Effective November 10, 2009, Graunke was elected to the Board.

Item 5. Interest in Securities of the Issuer.

(a) As set forth above, Archstone UK and Archstone Holdings UK may be deemed to be the beneficial owners of 139,710 shares of Common Stock of the Issuer, which represents in the aggregate approximately 0.3% of the outstanding shares of Common Stock of the Issuer, as follows: Archstone UK as a direct owner and Archstone Holdings UK solely in its capacity as sole shareholder of Archstone UK. Archstone BV may be deemed to be the beneficial owner of 558,840 shares of Common Stock of the Issuer, which represents approximately 1.3% of the outstanding Common Stock of the Issuer, as direct owner. Cooperatief and Archstone International may be deemed to be the beneficial owners of 698,550 shares of Common Stock of the Issuer, which represents in the aggregate approximately 1.6% of the outstanding shares of Common Stock of the Issuer as follows: Cooperatief solely in its capacity as sole shareholder of Archstone Holdings UK and sole member of Archstone BV and Archstone International solely in its capacity as sole member of Cooperatief. Archstone Consulting, Archstone Intermediate Holdings, Archstone Holdings, Lake Capital, Lake Investment, Graunke and Yovovich may be deemed to be the beneficial owners of 5,157,000 shares of Common Stock of the Issuer, which represents 11.7% of the outstanding Common Stock of the Issuer as follows: Archstone Consulting as direct owner of 4,458,450 shares of Common Stock of the Issuer and an additional 698,550 shares of Common Stock of the Issuer solely in its capacity as sole member of Archstone International; Archstone Intermediate Holdings solely in its capacity as sole member of Archstone Consulting; Archstone Holdings solely in its capacity as the holder of a majority of voting units of Archstone Intermediate; Lake Capital solely in its capacity as the holder of a majority of voting units of Archstone Holdings; Lake Investment solely in its capacity as the general partner of Lake Capital; Yovovich solely in his capacity as a member of the Limited Partners Committee of Lake Investment and Graunke solely in his capacity as a member of the Limited Partners Committee of Lake Investment.

All of the percentages calculated in this Statement are based upon an aggregate of 44,248,411 outstanding shares of Common Stock of the Issuer, calculated as follows: (a) 38,144,204 shares outstanding as of November 6, 2009, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2009 plus (b) 5,157,000 shares of Common Stock of Issuer issued to the Reporting Persons pursuant to the Purchase Agreement plus (c) 947,207 shares of Common Stock of the Issuer issued to management of Archstone Consulting pursuant to the Purchase Agreement. The filing of this Statement by the Reporting Persons shall not be considered an admission that such Reporting Persons, for the purpose of Section 13(d) of the Exchange Act, are the beneficial owners of any of the shares of Common Stock covered in this report, and the Reporting Persons expressly disclaim such beneficial ownership.

(b) Each of Archstone UK and Archstone Holdings UK have the shared power to vote or direct the vote and shared power to dispose or direct the disposition of 139,710 shares of Common Stock of the Issuer. Archstone BV has the shared power to vote or direct the vote and shared power to dispose or direct the disposition of 558,840 shares of Common Stock of the Issuer. Each of Cooperatief and Archstone International have the shared power to vote or direct the vote and shared power to dispose or direct the disposition of 698,550 shares of Common Stock of the Issuer. Each of Archstone Consulting, Archstone Intermediate Holdings, Archstone Holdings, Lake Capital, Lake Investment, Graunke and Yovovich have the shared power to vote or direct the vote and shared power to dispose or direct the disposition of 5,157,000 shares of Common Stock of the Issuer.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Reference is made to the responses to Items 1, 2, 3, 4 and 5 of this Statement which are incorporated by reference in response to this Item.

In connection with the execution of the Purchase Agreement, the Sellers entered into the following additional agreements related to the Issued Shares: (i) Lock-Up Agreements, dated November 10, 2009, executed by each Seller (collectively, the “Lock-Up Agreements”), (ii) a Standstill Agreement, dated November 10, 2009, by and among the Sellers and the Issuer (the “Standstill Agreement”), (iii) a Registration Rights Agreement, dated November 10, 2009, by and among the Sellers and the Issuer (the “Registration Rights Agreement”) and (iv) an Escrow Agreement, dated November 10, 2009, by and among Sellers, Buyers, the Issuer

and Computershare Trust Company, N.A. (the “Escrow Agent”) (the “Escrow Agreement” and together with the Registration Rights Agreement, Standstill Agreement and Lock-Up Agreements, the “Share Agreements”).

The Lock-Up Agreements provide that, from the date of execution of the Purchase Agreement until the twelve-month anniversary of the closing of the Purchase Agreement, no Seller may dispose of any shares of the Issuer’s Common Stock it beneficially owns; provided, however, that the lock-up period shall automatically terminate in the event that (i) Graunke is involuntarily removed from the Board without cause for such removal prior to the first anniversary of the closing of the Purchase Agreement or (ii) the failure by the Issuer’s shareholders to elect Graunke to the Board at any shareholder meeting held prior to the first anniversary of the closing of the Purchase Agreement.

The Standstill Agreement provides that, from the date of execution of the Purchase Agreement until the first anniversary of the closing of the Purchase Agreement, no Seller will, nor will it permit its affiliates to, collectively or individually, directly or indirectly, unless specifically requested in writing by the Issuer, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, beneficial ownership of any shares of Common Stock, or a direct or indirect right to acquire the beneficial ownership of any shares of Common Stock, of the Issuer.

The Registration Rights Agreement provides, among other things, that, beginning twelve-months after the closing of the Purchase Agreement, if a demand notice is delivered by a Seller, then on or prior to the Filing Deadline (as defined in the Registration Rights Agreement), the Issuer shall use its commercially reasonable efforts to prepare and file with the SEC a “resale” Registration Statement (as defined in the Registration Rights Agreement) providing for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) for an offering to be made on a continuous basis pursuant to Rule 415 (“Rule 415”) of the Securities Act of 1933, as amended (the “Securities Act”). In the event that the Issuer is unable to register all of the Registrable Securities for resale under Rule 415 due to limits imposed by the SEC’s interpretation of Rule 415, the Issuer will file a Registration Statement under the Securities Act with the SEC covering the resale by the holders of such lesser amount of the Registrable Securities as the Issuer is able to register pursuant to the SEC’s interpretation of Rule 415 and use its commercially reasonable efforts to have such Registration Statement declared effective as promptly as possible and, when permitted to do so by the SEC, to file subsequent registration statement(s) under the Securities Act with the SEC covering the resale of any Registrable Securities that were omitted from previous registration statement(s) and use its commercially reasonable efforts to have such registration declared effective as promptly as possible thereafter.

The Registration Rights Agreement also provides the Sellers with certain “piggy-back rights.” Specifically, beginning twelve-months after the closing of the Purchase Agreement, subject to the other terms and conditions of the Registration Rights Agreement, if at any time the Issuer shall determine to file a registration statement under the Securities Act for purposes of effecting a public offering of securities of the Issuer (including, but not limited to, registration statements relating to secondary offerings of securities of the Issuer, but excluding registration statements relating to (i) any employee benefit plan or (ii) a corporate reorganization, merger or acquisition), then the Issuer shall notify the Sellers in writing promptly following such filing and will afford each Seller an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Seller.

The Escrow Agreement provides that, from the date of closing of the Purchase Agreement until the first anniversary of the Purchase Agreement, 600,400 of the Consideration Shares (the “Escrow Shares”) be held in an escrow account (the “Escrow Account”) managed by the Escrow Agent. Subject to the terms and conditions and limitations set forth in the Purchase Agreement, the Buyer Indemnified Parties may seek to satisfy certain Losses (as defined in the Purchase Agreement) by receiving a distribution of a portion of the Escrow Shares. The number of Escrow Shares to be distributed to Buyers or the Issuer for any such indemnifiable Loss shall be calculated in accordance with the Escrow Agreement. For any such indemnifiable Loss, Sellers have the option, but not obligation, to satisfy such Loss by making a cash payment equal to the amount of such Loss to the Issuer or to Buyers. If Sellers exercise such right, then within five (5) business days of Issuer’s or Buyers’ receipt of such cash payment, Buyers and Sellers shall provide Joint Written Instructions (as defined in the Escrow Agreement) to Escrow Agent to release a portion of the Escrow Shares to Archstone Consulting, on behalf of the Sellers, and such shares shall no longer be deemed Escrow Shares. The number of Escrow Shares to be released to Archstone Consulting for such cash payment shall be calculated in accordance with the Escrow Agreement. Upon the first anniversary of the Purchase Agreement, any Escrow Shares remaining in the Escrow Account and not subject to a Pending Claim (as defined in the Escrow Agreement) shall be released to Sellers.

The descriptions of the Registration Rights Agreement, Standstill Agreement, Escrow Agreement and Lock-Up Agreements are qualified in their entirety by the Registration Rights Agreement, Standstill Agreement, Escrow Agreement and Form of Lock-Up Agreement which are filed as Exhibits 99.3 through 99.6 hereto, respectively, and are incorporated herein by reference.

Item 7. Material to be filed as Exhibits.


Exhibit 99. 1		Schedule 13D Joint Filing Agreement, dated November 12, 2009 by and among each of the Reporting Persons.

Exhibit 99.2		Purchase Agreement, dated November 10, 2009, by and among Archstone Acquisition Corp., Hackett REL, Ltd (UK), The Hackett Group B.V., The Hackett Group, Inc., Archstone Consulting LLC, Archstone Consulting UK Limited and Archstone Consulting Netherlands BV (incorporated by reference to Exhibit 1.01 of the Form 8-K filed by The Hackett Group Inc. on November 13, 2009.)

Exhibit 99.3		Registration Rights Agreement, dated November 10, 2009, by and among The Hackett Group, Inc., Archstone Consulting LLC, Archstone Consulting UK Limited and Archstone Consulting Netherlands BV.

Exhibit 99.4		Standstill Agreement, dated November 10, 2009, by and among The Hackett Group, Inc., Archstone Consulting LLC, Archstone Consulting UK Limited and Archstone Consulting Netherlands BV.

Exhibit 99.5		Form of Lock-Up Agreement, dated November 10, 2009.

Exhibit 99.6		Escrow Agreement, dated November 10, 2009, by and among Archstone Acquisition Corp., Hackett REL, Ltd (UK), the Hackett Group B.V., The Hackett Group, Inc., Archstone Consulting LLC, Archstone Consulting UK Limited, Archstone Consulting Netherlands BV, and Computershare Trust Company, N.A.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: November 12, 2009


ARCHSTONE CONSULTING NETHERLANDS BV

By:		Archstone International Holdings LLC.
Its:		Director

By:		/S/ BRADFORD CORNELL
Name:		Bradford Cornell
Its:		Vice President

ARCHSTONE CONSULTING INTERNATIONAL HOLDINGS COOPERATIEF U.A.

By:		Archstone International Holdings LLC.
Its:		Director

By:		/S/ BRADFORD CORNELL
Name:		Bradford Cornell
Its:		Vice President

ARCHSTONE CONSULTING UK LIMITED

By:		/S/ CHRISTOPHER AVERILL
Name:		Christopher Averill
Its:		Director

ARCHSTONE HOLDINGS UK LIMITED

By:		/S/ CHRISTOPHER AVERILL
Name:		Christopher Averill
Its:		Director

ARCHSTONE INTERNATIONAL HOLDINGS LLC

By:		/S/ BRADFORD CORNELL
Name:		Bradford Cornell
Its:		Vice President

ARCHSTONE CONSULTING LLC

By:		/S/ BRADFORD CORNELL
Name:		Bradford Cornell
Its:		Vice President

ARCHSTONE INTERMEDIATE HOLDINGS LLC

By:		/S/ BRADFORD CORNELL
Name:		Bradford Cornell
Its:		Vice President

ARCHSTONE HOLDINGS LLC

By:		/S/ BRADFORD CORNELL
Name:		Bradford Cornell
Its:		Vice President


LAKE CAPITAL PARTNERS LP

By:		Lake Capital Investment Partners LP
Its:		General Partner

By:		Lake Partners LLC
Its:		General Partner

By:		/S/ TERENCE GRAUNKE
Name:		Terence M. Graunke
Its:		Manager

LAKE CAPITAL INVESTMENT PARTNERS LP

By:		Lake Partners LLC
Its:		General Partner

By:		/S/ TERENCE GRAUNKE
Name:		Terence M. Graunke
Its:		Manager

/S/ TERENCE GRAUNKE
Terence M. Graunke

/S/ PAUL YOVOVICH
Paul G. Yovovich

SCHEDULE A

The principal business address of each of the persons and entities listed on this Schedule A is 676 N. Michigan Ave, Suite 3900, Chicago, IL 60611.

Lake Capital Investment Partners LP

The general partner of Lake Capital Investment Partners LP is Lake Partners LLC. There are no executive officers and directors appointed at Lake Capital Investment Partners LP.

Lake Capital Investment Partners LP

The general partner of Lake Capital Partners LP is Lake Capital Investment Partners LP. There are no executive officers and directors appointed at Lake Capital Partners LP.

Archstone Holdings LLC

The name and principal occupation of the directors and the name and the position of the executive officers of Archstone Holdings LLC are listed below:

Directors:


Name		Principal Occupation
Paul Yovovich		Principal of Lake Capital Management LLC
Kevin Rowe		Principal of Lake Capital Management LLC

Executive Officers:


Name		Position
Bradford Cornell		Secretary and Vice President
Michael Hayes		Assistant Treasurer

Archstone Intermediate Holdings LLC

The managing member of Archstone Intermediate Holdings LLC is Archstone Holdings LLC. The name and the position of the executive officers of Archstone Intermediate Holdings LLC are listed below:

Executive Officers:


Name		Position
Bradford Cornell		Secretary and Vice President
Michael Hayes		Assistant Treasurer

Archstone Consulting LLC

The managing member of Archstone Consulting LLC is Archstone Intermediate Holdings LLC. The name and the position of the executive officers of Archstone Consulting LLC are listed below:

Executive Officers:


Name		Position
Bradford Cornell		Vice President
Michael Hayes		Vice President

Archstone International Holdings LLC

The managing member of Archstone International Holdings LLC is Archstone Consulting LLC. The name and the position of the executive officers of Archstone International Holdings LLC are listed below:

Executive Officers:


Name		Position
Bradford Cornell		Vice President
Michael Hayes		Vice President and Secretary

Archstone Consulting International Holdings Cooperatief U.A.

The sole member of Archstone Consulting International Holdings Cooperatief U.A. is Archstone International Holdings LLC. The name of the director Archstone Consulting International Holdings Cooperatief U.A. is listed below:

Director:


Name
Archstone International Holdings LLC

Archstone Consulting Netherlands BV

The sole member of Archstone Consulting Netherlands BV is Archstone Consulting International Holdings Cooperatief U.A. The name of the director Archstone Consulting Netherlands BV is listed below:

Director:


Name
Archstone International Holdings LLC

Archstone Holdings UK Limited

The sole shareholder of Archstone Holdings UK Limited is Archstone Consulting International Holdings Cooperatief U.A. The name and principal occupation of the director Archstone Holdings UK Limited is listed below:

Director:


Name		Principal Occupation
Christopher Averill		Director of Finance of Lake Capital Management LLC

Archstone Consulting UK Limited

The sole shareholder of Archstone Consulting UK Limited is Archstone Holdings UK Limited. The name and principal occupation of the director Archstone Consulting UK Limited is listed below:

Director:


Name		Principal Occupation
Christopher Averill		Director of Finance of Lake Capital Management LLC

EX-99.1 2 dex991.htm SCHEDULE 13D JOINT FILING AGREEMENT Schedule 13D Joint Filing Agreement

Exhibit 99.1

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Date: November 12, 2009


ARCHSTONE CONSULTING NETHERLANDS BV

By: Archstone International Holdings LLC.
Its: Director

By:		/S/ BRADFORD CORNELL
Name:		Bradford Cornell
Its:		Vice President

ARCHSTONE CONSULTING INTERNATIONAL HOLDINGS COOPERATIEF U.A.

By: Archstone International Holdings LLC.
Its: Director

By:		/S/ BRADFORD CORNELL
Name:		Bradford Cornell
Its:		Vice President

ARCHSTONE CONSULTING UK LIMITED

By:		/S/ CHRISTOPHER AVERILL
Name:		Christopher Averill
Its:		Director

ARCHSTONE HOLDINGS UK LIMITED

By:		/S/ CHRISTOPHER AVERILL
Name:		Christopher Averill
Its:		Director

ARCHSTONE INTERNATIONAL HOLDINGS LLC

By:		/S/ BRADFORD CORNELL
Name:		Bradford Cornell
Its:		Vice President

ARCHSTONE CONSULTING LLC

By:		/S/ BRADFORD CORNELL
Name:		Bradford Cornell
Its:		Vice President

ARCHSTONE INTERMEDIATE HOLDINGS LLC

By:		/S/ BRADFORD CORNELL
Name:		Bradford Cornell
Its:		Vice President

ARCHSTONE HOLDINGS LLC

By:		/S/ BRADFORD CORNELL
Name:		Bradford Cornell
Its:		Vice President


LAKE CAPITAL PARTNERS LP

By:		Lake Capital Investment Partners LP
Its:		General Partner

By:		Lake Partners LLC
Its:		General Partner

By:		/S/ TERENCE GRAUNKE
Name:		Terence M. Graunke
Its:		Manager

LAKE CAPITAL INVESTMENT PARTNERS LP

By:		Lake Partners LLC
Its:		General Partner

By:		/S/ TERENCE GRAUNKE
Name:		Terence M. Graunke
Its:		Manager

/S/ TERENCE GRAUNKE
Terence M. Graunke

/S/ PAUL YOVOVICH
Paul G. Yovovich

EX-99.3 3 dex993.htm REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement

Exhibit 99.3

Execution Version

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “Agreement”) is dated as of November 10, 2009, by and among The Hackett Group, Inc., a Florida corporation (the “Company”), and the shareholders of the Company listed on Schedule A of this Agreement. Each of the shareholders listed on Schedule A is sometimes referred to herein as a “Shareholder”, and collectively as the “Shareholders”.

RECITALS

WHEREAS, the Company entered into an Asset Purchase Agreement whereby Archstone Acquisition Corp. purchased substantially all of the assets of Archstone Consulting LLC and certain of its subsidiaries in exchange for shares of common stock of the Company (the “Purchase Agreement”).

WHEREAS, the Company and the Shareholders desire to enter into this Agreement in order to, among other things, reflect the registration rights to be provided to the Shareholders in connection with the shares of the Company to be issued to the Shareholders in connection with the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants and agreements set forth herein, the Company and the Shareholders hereby agree as follows:

AGREEMENT

1.	Registration Rights.

A. Definitions. For purposes of this Agreement:

(1) Adverse Disclosure. The term “Adverse Disclosure” means public disclosure of material non-public information, which disclosure in the good faith judgment of the board of directors of the Company after consultation with counsel to the Company (i) would be required to be made in any Registration Statement (as defined below) so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing of such Registration Statement and (iii) would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or similar transaction or would require the Company to disclose any material nonpublic information which would reasonably be likely to be materially detrimental to the Company or any of its subsidiaries.

(2) Business Day. The term “Business Day” means a day, excluding a Saturday, Sunday, legal holiday or other day on which banks are required to be closed in New York.

(3) Demand Notice. The term “Demand Notice” means a written notice executed by Holders of more than 50% of the Registrable Securities Then Outstanding (as defined below) (the “Requesting Holders”). A Demand Notice shall set forth the number of shares requested to be registered and the intended method of distribution, which may include one or more underwritten offerings.

(4) Effectiveness Deadline. The term “Effectiveness Deadline” means with respect to any Registration Statement the earlier of (i) the thirtieth (30^th) day following the Filing Deadline (as defined below) or (ii) in the event the Registration Statement receives a “full review” by the SEC, the ninetieth (90^th ) day following the Filing Deadline or (iii) the date which is within three Business Days after the date on which the SEC informs the Company that (x) the SEC will not review a Registration Statement or (y) the Company may request the acceleration of the effectiveness of a Registration Statement and the Company makes such request; provided, that, in any event (i), (ii) or (iii), if the Effectiveness Deadline falls on a Saturday, Sunday or any other day that is a legal holiday or a day on which the SEC is authorized or required by law or other government action to close, the Effectiveness Deadline shall be the following Business Day.

(5) Filing Deadline. The term “Filing Deadline” means the sixtieth (60^th) day following the delivery date of a Demand Notice or such later date as specified in the Demand Notice or as agreed by the Requesting Holders; provided, that, if the Filing Deadline falls on a Saturday, Sunday or any other day that is a legal holiday or a day on which the SEC is authorized or required by law or other government action to close, the Filing Deadline shall be the following Business Day.

(6) Holder. The term “Holder” or “Holders” means any Person or Persons owning of record Registrable Securities (as defined below) or any assignee of record of such Registrable Securities to whom rights under this Section 1 have been duly assigned in accordance with this Agreement; provided, however, that for purposes of this Agreement, a record holder of securities convertible into such Registrable Securities shall be deemed to be the Holder of such Registrable Securities.

(7) Common Stock. The term “Common Stock” refers to the common stock, par value $0.001 per share, of the Company.

(8) Registration. The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such Registration Statement.

(9) Registration Statement. A “Registration Statement” is any registration statement filed pursuant to this Agreement.

(10) Registrable Securities. The term “Registrable Securities” means: (i) any and all Common Stock beneficially owned by the Shareholders as a result of the Purchase

Agreement and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, in exchange for or in replacement of, all such Common Stock described in clause (i) of this subsection (10); provided, however, that Registrable Securities shall cease to be Registrable Securities upon the date as of which both (i) all of the Registrable Securities have been sold pursuant to a Registration Statement or Rule 144 or may be sold without restriction pursuant to Rule 144 and (ii) the remaining Registrable Securities, if any, represent less than 1% of the Common Stock then outstanding, provided, further, that “Registrable Securities” shall exclude in all cases any Registrable Securities transferred by a Holder of Registrable Securities or any other Person in a transaction other than an assignment pursuant to this Agreement.

(11) Registrable Securities Then Outstanding. The term “Registrable Securities Then Outstanding” means the number of shares of Common Stock of the Company that are Registrable Securities and are then issued and outstanding or would be outstanding assuming full conversion of all securities, warrants or other rights which are, directly or indirectly, convertible, exercisable or exchangeable into or for Registrable Securities.

(12) Rule 415. The term “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

(13) Securities Act. The term “Securities Act” means the Securities Act of 1933, as amended.

(14) SEC. The term “SEC” means the United States Securities and Exchange Commission.

B. Demand Registration.

(1) Registration. Beginning twelve (12) months after the closing of the Purchase Agreement and subject to Section 2.J hereof, if a Demand Notice is delivered by the Requesting Holders, then on or prior to the Filing Deadline, the Company shall use its commercially reasonable efforts to prepare and file with the SEC a “resale” Registration Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register the Registrable Securities on Form S-3, such registration shall be on an appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Deadline, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 of the Securities Act as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effective Period”). The Company shall request that the effective time

of any such Registration Statement be no later than 5:00 p.m. Eastern Time on the Effectiveness Deadline.

(2) In the event that the Company is unable to register all of the Registrable Securities for resale under Rule 415 due to limits imposed by the SEC’s interpretation of Rule 415, the Company will file a Registration Statement under the Securities Act with the SEC covering the resale by the Holders of such lesser amount of the Registrable Securities as the Company is able to register pursuant to the SEC’s interpretation of Rule 415 and use its commercially reasonable efforts to have such Registration Statement declared effective as promptly as possible and, when permitted to do so by the SEC, to file subsequent registration statement(s) under the Securities Act with the SEC covering the resale of any Registrable Securities that were omitted from previous registration statement(s) and use its commercially reasonable efforts to have such registration declared effective as promptly as possible thereafter. In furtherance of the Company’s obligations set forth in the preceding sentence, the parties agree that in the event that any Holder shall deliver to the Company a written notice at any time after the later of (x) the date which is six months after the Effectiveness Deadline of the latest Registration Statement filed pursuant to Section 1.B(1) or 1.B(2) hereof, as applicable, or (y) the date on which all Registrable Securities registered on all of the prior Registration Statements filed pursuant to Section 1.B(1) or 1.B(2) hereof are sold, that the Company shall file, within thirty (30) days following the date of receipt of such written notice, an additional Registration Statement registering all Registrable Securities that were omitted from the initial Registration Statement.

(3) The Company shall pay all expenses incurred in complying with Sections 1.B and 1.C hereof (other than taxes and underwriting discounts and commissions related to the sale of Registrable Securities), including, without limitation, all registration and filing fees, printing, duplicating, word processing, facsimile and delivery expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements of one counsel representing all Holders participating in the Registration, “blue sky” fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company). Notwithstanding the foregoing, the Company shall not be required to pay the expenses of any registration proceeding begun pursuant to this Section 1.B if the registration request is subsequently withdrawn at the request of the Holders of at least 50% of the Registrable Securities Then Outstanding to be registered.

(4) Notwithstanding anything to the contrary contained in this Agreement, if the filing, initial effectiveness or continued use of the Registration Statement referred to in this Section 1.B at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Registration Statement; provided, however, that the Company shall not be permitted to do so for more than 90 consecutive days during any 12 month period. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the prospectus relating to the Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders upon the expiration of any period during which it exercised its rights under this Section 1.B(4).

(5) The Holders of at least 50% of the Registrable Securities initially requesting registration hereunder shall have the right to select the investment banker(s) and manager(s) to administer any underwritten takedown from the shelf, subject to the Company’s approval which shall not be unreasonably withheld, conditioned or delayed.

C. Piggyback Registrations.

(1) Beginning twelve (12) months after the closing of the Purchase Agreement and subject to Section 2.J hereof, if at any time the Company shall determine to file a registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to (i) any employee benefit plan or (ii) a corporate reorganization, merger or acquisition), then the Company shall notify all Holders in writing promptly following such filing and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include its Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(2) If a registration statement under which the Company gives notice under this Section 1.C is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include its Registrable Securities in a registration pursuant to this Section 1.C shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected by the Company for such underwriting; provided that Holders shall not be required to agree to indemnification arrangements more extensive than those of any other selling shareholder participating in such underwritten offering. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, (i) with respect to a registration statement initiated by the Company for its own account, first, to the Company, second, to the Holders of securities who have obtained piggy-back registration rights prior to or at the date of this Agreement, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights (pro rata in accordance with the number of securities which each such Person has actually requested to be included in such registration, regardless of the number of securities with respect to which such Persons have the right to request such inclusion), and third, to holders of other securities of

the Company, provided that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all shares that are not Registrable Securities and are held by any person who is an employee, officer or director of the Company or any subsidiary of the Company are first entirely excluded from the underwriting and registration; and (ii) with respect to a registration statement initiated by the Company for the account of third parties exercising demand registration rights, first, to such third parties, second, to the Holders of securities who have obtained piggy-back registration rights prior to or at the date of this Agreement, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights (pro rata in accordance with the number of securities which each such Person has actually requested to be included in such registration, regardless of the number of securities with respect to which such Persons have the right to request such inclusion), and third, to holders of other securities of the Company, provided that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all shares that are not Registrable Securities and are held by any person who is an employee, officer or director of the Company or any subsidiary of the Company are first entirely excluded from the underwriting and registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the Effectiveness Deadline of the registration statement or the date of the final prospectus supplement in the case of a shelf takedown. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(3) With respect to a Registration Statement initiated by the Company for its own account, the Company shall have the right to terminate or withdraw such Registration anytime prior to the effectiveness of the Registration Statement, whether or not any Holder has elected to participate therein.

(4) With respect to a registration statement initiated by the Company for the account of third parties exercising demand registration rights, if the filing, initial effectiveness or continued use of the Registration Statement referred to in this Section 1.C at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Registration Statement, provided that such delay shall be subject to the restrictions pursuant to the registration rights agreement between the Company and such third parties. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the prospectus relating to the Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders upon the expiration of any period during which it exercised its rights under this Section 1.C(4).

D. Obligations of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall, subject to Section 1.B(4) and Sections 1.C(3) and 1.C(4), as expeditiously as commercially reasonably possible:

(1) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration

statement to become effective, and keep such registration statement effective until the end of the Effective Period;

(2) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(3) furnish to the Holders such number of copies of a prospectus or prospectus supplement, including a preliminary prospectus or preliminary prospectus supplement, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration;

(4) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdictions;

(5) in the event of any underwritten public offering under Sections 1.B or 1.C, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering (it being understood and agreed that, as a condition to the Company’s obligations under this clause (5), each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement);

(6) make commercially reasonable efforts to notify (at least one Business Day in advance) each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company will use commercially reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(7) furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the

Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;

(8) the Company may require each selling Holder to furnish to the Company information regarding such Holder and the distribution of such Registrable Securities as is required by law to be disclosed in any registration statement, prospectus, or any amendment or supplement thereto, and the Company may exclude from such registration the Registrable Securities of any such Holder who fails to furnish such information within a reasonable time after receiving such request; and

(9) use its commercially reasonable efforts to list such Registrable Securities on each securities exchange on which the Common Stock is then listed.

E. Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 1.B or 1.C hereof that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be reasonably required to timely effect the registration of their Registrable Securities.

F. Review by Counsel. In connection with the preparation and filing of each Registration Statement registering Registrable Securities under the Securities Act, each Holder of Registrable Securities and counsel for such Holder shall be permitted to review such Registration Statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto a reasonable period of time (but not less than 5 Business Days) prior to their filing with the SEC.

G. Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

H. Indemnification. In the event any Registrable Securities are included in a registration statement under Sections 1.B or 1.C hereof:

(1) By the Company. Except as prohibited by law, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), against all losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”):

(a) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

(b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or

(c) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state securities law in connection with the offering covered by such registration statement;

and the Company will reimburse each such Holder, partner, officer or director, underwriter or controlling Person for any legal or other expenses reasonably incurred by them in connection with defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection (1) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling Person of such Holder.

(2) By Selling Holders. Each selling Holder will (jointly and severally) indemnify and hold harmless the Company, to the full extent permitted by law, each of its directors, each of its officers who have signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors or officers or any Person who controls such Holder within the meaning of the Securities Act or the Exchange Act, against all losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling Person, underwriter or such other Holder, partner or director, officer or controlling Person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling Person, underwriter or other Holder, partner, officer, director or controlling Person of such other Holder in connection with defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection (2) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by a Holder under this subsection (2) in respect of any Violation shall not exceed the net proceeds received by such Holder in the registered offering out of which such Violation arises.

(3) Notice. Promptly after receipt by an indemnified party under this Section 1.H of notice of the commencement of any action (including any governmental action),

such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.H, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.H.

(4) Contribution. If the indemnification provided for in this Section 1.H is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder.

(5) Survival. The obligations of the Company and Holders under this Section 1.H shall survive the completion of any offering of Registrable Securities in a registration statement, and otherwise.

I. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Securities to the public without registration, after such time as a public market exists for the Common Stock, the Company agrees to use its commercially reasonable efforts to:

(1) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(2) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(3) as long as a Holder owns Registrable Securities, to furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), a copy of the most recent periodic report of the Company and such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration (at any time after the Company has become subject to the reporting requirements of the Exchange Act).

J. Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 1.B or 1.C with respect to any securities that have ceased to be Registrable Securities in accordance with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company’s obligations under Section 1.B with respect to any Registrable Securities proposed to be sold by a Holder in a registration statement pursuant to Section 1.B shall not be available at any time when Terence Graunke is a member of the Company’s Board of Directors.

2.	General Provisions.

A. Notices. All notices, requests, waivers and other communications made pursuant to this Agreement will be in writing, at the addresses set forth on the signature pages hereto (or at such other address for a party as shall be specified in writing to all other parties), and will be conclusively deemed to have been duly given (i) when hand delivered to the recipient party; (ii) upon receipt, when sent by facsimile with written confirmation of transmission; or (iii) the next Business Day after deposit with a national overnight delivery service, postage prepaid, with next Business Day delivery guaranteed. Each Person making a communication hereunder by facsimile will promptly confirm by telephone to the Person to whom such communication was addressed each communication made by it by facsimile pursuant hereto.

B. Entire Agreement; Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to such subject matter and (b) is not intended to confer upon any Person other than the parties hereto any rights or remedies except as provided in Section 1.H.

C. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

D. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good

faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the extent possible.

E. Successors and Assigns. Subject to Section 2.J, the provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto.

F. Interpretation. Unless the express context otherwise requires:

(1) The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement;

(2) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(3) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

(4) the terms “Dollars” and “$” mean United States Dollars;

(5) references herein to a specific Section, Subsection, Schedule, Annex or Exhibit shall refer, respectively, to Sections, Subsections, the Schedules, Annexes or Exhibits of this Agreement;

(6) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

(7) references herein to any gender shall include each other gender;

(8) references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this clause (8) is intended to authorize any assignment or transfer not otherwise permitted by this Agreement;

(9) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;

(10) references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof;

(11) references herein to any law or any license mean such law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and

(12) references herein to any law shall be deemed also to refer to all rules and regulations promulgated thereunder.

G. Counterparts; Facsimile Execution. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

H. Adjustments for Stock Splits and Certain Other Changes. Wherever in this Agreement there is a reference to a specific number of shares of the Company, then, upon the occurrence of any subdivision, combination or stock dividend of such class or series of stock, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the affect on the outstanding shares of such class or series of stock by such subdivision, combination or stock dividend.

I. Aggregation of Stock. All shares deemed to be “beneficially owned” (as such term is defined under Rule 13d-3 of the Exchange Act) by any entity or Person, shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

J. Assignment. Notwithstanding anything herein to the contrary, the rights of a Shareholder or any other Holder herein may be assigned only to a direct or indirect stockholder, partner, member, or Affiliate (as such term is defined in the Securities Act) of a Shareholder; provided, however, that no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name, address and tax identification number of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided further that any such assignee (a) shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 2.J, and (b) is not a direct or indirect competitor of the Company as determined in good faith by the Company’s board of directors.

K. Remedies. The parties to this Agreement shall be entitled to enforce their rights under this Agreement specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach and that, in addition to any other rights and remedies existing hereunder, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

L. Amendment of Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and Requesting Holders; provided that any amendment that disproportionately affects any Holder vis-à-vis any

other Holder shall require the consent of such affected Holder. Any amendment or waiver effected in accordance with this Section 2.L shall be binding upon each Holder, each permitted successor or assignee of such Holder and the Company.

[Signatures begin on next page.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.


The Hackett Group, Inc.

By:		/s/ Frank Zomerfeld
Name:		Frank A. Zomerfeld
Title:		E.V.P and Secretary

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR THE SHAREHOLDERS FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.


Archstone Consulting LLC

By:	/s/ Todd Lavieri
	Name:	Todd Lavieri
	Title:	President and Chief Executive Officer

Address: Four Stamford Plaza, 107 Elm St., 6th Floor, Stamford, CT 06902


Archstone Consulting UK Limited

By:	/s/ Todd Lavieri
	Name:	Todd Lavieri
	Title:	Director

Address: Four Stamford Plaza, 107 Elm St., 6th Floor, Stamford, CT 06902


Archstone Consulting Netherlands BV

By:	/s/ Todd Lavieri
	Name:	Todd Lavieri
	Title:	Authorized Proxy

Address: Four Stamford Plaza, 107 Elm St., 6th Floor, Stamford, CT 06902

SCHEDULE A

List of Shareholders

Archstone Consulting LLC

Archstone Consulting UK Limited

Archstone Consulting Netherlands BV

EX-99.4 4 dex994.htm STANDSTILL AGREEMENT Standstill Agreement

Exhibit 99.4

Execution Copy

STANDSTILL AGREEMENT

This STANDSTILL AGREEMENT, dated as of November 10, 2009 is made and entered into by each of the shareholders of the Company set forth on the signature pages hereto (each a “Shareholder” and collectively the “Shareholders”).

WHEREAS, each Shareholder has received shares of common stock of The Hackett Group, Inc. (the “Company”) pursuant to that certain Asset Purchase Agreement by and among Archstone Acquisition Corp., Hackett-REL, Ltd (UK), The Hackett Group B.V., the Company, and the Shareholders (the “Purchase Agreement”); and

WHEREAS, the Company and the Shareholders have agreed to establish certain provisions with respect to the Shareholders’ acquisition of shares of the common stock of the Company (the “Common Stock”) on the terms and conditions stated herein.

Therefore, in consideration of the covenants and undertakings set for the herein, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Definitions. The following terms, as used herein, have the following meanings:

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other Person. For the purposes of this definition, “control” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Person” means an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof, including its Affiliates.

ARTICLE 2

STANDSTILL COVENANT OF SHAREHOLDERS

From the date hereof until the twelve-month anniversary of the closing of the Purchase Agreement, no Shareholder will, nor permit its Affiliates to, collectively or individually, directly or indirectly, unless specifically requested in writing by the Company, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, beneficial ownership of any shares of Common

Stock, or a direct or indirect right to acquire the beneficial ownership of any shares of Common Stock, of the Company.

ARTICLE 3

MISCELLANEOUS

3.01. Specific Performance. The parties agree that a breach or threatened breach of the covenants or restrictions contained in this Agreement would cause irreparable harm to the Company, and that a remedy at law for any breach or threatened breach would be inadequate and would be difficult to ascertain. Therefore, in the event of a breach or threatened breach of any of the covenants or restrictions contained in this Agreement, the Company shall have the independent right to enjoin any Shareholder from any threatened or actual activities in breach of this Agreement. No Shareholder will assert as a defense that the harm to the Company is not irreparable or that money damages are an adequate remedy. The existence of any claim or cause of action of any Shareholder against the Company, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement of the covenants and restrictions described in this Agreement. The parties agree that the provisions of this Section shall be construed as an independent agreement of any other provision of this Agreement. The remedy provided in this Section shall be in addition to any other remedies available to the Company at law, in equity or otherwise.

3.02. Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing, shall be delivered in accordance with the notice provisions of the Purchase Agreement.

3.03. Amendments; No Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by Shareholders and the Company. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

3.04. Benefit; Successors and Assigns; No Third Party Beneficiaries. This Agreement is for the benefit of, and may be enforced by, the Company. The provisions of this Agreement shall be binding upon the Shareholders hereto and their respective successors and assigns; provided that, none of the Shareholders may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the Company. Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the parties hereto and the Company any rights or remedies hereunder.

3.05. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

3.06. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect thereto. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any of the parties hereto.

3.07. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the conflicts of law rules of such state.

3.08 Fees. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorneys’ fees.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


THE HACKETT GROUP, INC.

By:		/s/ Frank Zomerfeld
Name:		Frank A. Zomerfeld
Title:		E.V.P. and Secretary

ARCHSTONE CONSULTING LLC

By:		/s/ Todd Lavieri
Name:		Todd Lavieri
Title:		President and Chief Executive Officer

ARCHSTONE CONSULTING UK LIMITED

By:		/s/ Todd Lavieri
Name:		Todd Lavieri
Title:		Director

ARCHSTONE CONSULTING NETHERLANDS BV

By:		/s/ Todd Lavieri
Name:		Todd Lavieri
Title:		Authorized Proxy

EX-99.5 5 dex995.htm FORM OF LOCK-UP AGREEMENT Form of Lock-Up Agreement

Exhibit 99.5

EXECUTION VERSION

FORM OF LOCK-UP AGREEMENT

This Lock-Up Agreement (this “Agreement”) is dated as of November 10, 2009 and made by the shareholder set forth on the signature page to this Agreement (the “Holder”). Any and all capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Asset Purchase Agreement (as defined below).

WHEREAS, The Hackett Group, Inc., a Florida corporation (“Parent”) has entered into that certain Asset Purchase Agreement dated November 10, 2009 (the “Asset Purchase Agreement”), by and among Parent, Archstone Acquisition Corp., a Florida corporation, Archstone Consulting LLC, a Delaware limited liability company and the other parties thereto.

WHEREAS, the execution and delivery of this Agreement by the undersigned is a condition to the closing of the Asset Purchase Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Representations and Warranties. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to the benefit of, the respective heirs, successors and assigns of the parties hereto.

2. Lock-Up. Following the Closing, and until the twelve (12) month anniversary of the Closing, the undersigned will not, directly or indirectly:

(a) offer for sale, sell, transfer, distribute, pledge or otherwise dispose of or encumber (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of common stock of Parent that are beneficially owned as of the date of this Agreement, or acquired pursuant to the terms of the Asset Purchase Agreement (collectively, the “Shares”), including, without limitation, Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission and Shares that may be issued upon exercise of any options or warrants, or securities convertible into or exercisable or exchangeable for Shares;

(b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Shares, whether any such transaction is to be settled by delivery of Shares or other securities, in cash or otherwise; or

The restrictions on the actions set forth in clauses (a) through (c) above shall not apply to: (i) transfers of Shares as a bona fide gift; (ii) transfers of Shares to any trust, partnership, limited

liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (iii) transfers of Shares to any beneficiary of the undersigned pursuant to a will, trust instrument or other testamentary document or applicable laws of descent; (iv) transfers of Shares to the Parent by way of repurchase or redemption; or (v) transfers of Shares to any Affiliate of the undersigned; provided that, in the case of any transfer or distribution pursuant to clause (i), (ii), (iii) or (v) above, each donee, distributee or transferee shall sign and deliver to the Parent, prior to such transfer, a lock-up agreement substantially in the form of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin.

3. Right to Decline Transfer. The Parent and its transfer agent on its behalf are hereby authorized (a) to decline to register any transfer of securities if such transfer would constitute a violation or breach of this Agreement and (b) to imprint on any certificate representing Shares a legend describing the restrictions contained herein; provided, however, if for any reason, including termination of this Agreement, the restrictions described in any legend cease to be applicable to any Shares, the Holder shall be entitled to receive from Parent, without expense to the Holder, a new instrument or certificate not bearing a legend stating such restriction.

4. Termination of Lock-Up. This Agreement shall automatically terminate in the event that Terence Graunke (“Graunke”) is involuntarily removed from the Board of Directors of Parent without cause for such removal prior to the end of the period specified in Section 2 or the failure by Parent’s shareholders to elect Graunke to the Board of Directors of the Parent at any shareholder meeting held prior to the end of the period specified in Section 2.

5. Notices. Unless otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement will be in writing and will be given in accordance with the notice provisions of the Asset Purchase Agreement, provided that the address for notices to the Holder shall be as set forth on the signature page hereto.

6. Counterparts. This Agreement may be executed in facsimile and in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement.

7. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.

8. Amendment. This Agreement may be amended or modified by written agreement executed by the undersigned and the Parent.

9. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request

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in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

10. Governing Law. The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of Delaware.

11. Enforceability. This Agreement is made for the benefit of Parent and Buyer and may be enforced by them in accordance with its terms.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed as of the date first indicated above.


HOLDER:

By:


Print Name:


Print Title (if applicable):


Name of Entity (if applicable):


Address:



Date:

EX-99.6 6 dex996.htm ESCROW AGREEMENT Escrow Agreement

Exhibit 99.6

Execution Version

STOCK ESCROW AGREEMENT

This Stock Escrow Agreement is entered into as of November 10, 2009 (this “Agreement”), among Archstone Acquisition Corp., a Florida corporation (“Acquisition Corp.”), Hackett-REL, Ltd (UK), a company organized under the laws of England and Wales (“Hackett UK”), the Hackett Group B.V. (“Hackett BV” and collectively with Hackett UK and Acquisition Corp, the “Buyers”), The Hackett Group, Inc., a Florida corporation (“Parent”), Archstone Consulting LLC, a Delaware limited liability company (“Company”), Archstone Consulting UK Limited, a company organized under the laws of England and Wales (“Archstone UK”), and Archstone Consulting Netherlands BV, a company organized under the laws of The Netherlands (“Archstone BV,” and together with Archstone UK, and the Company, the “Sellers”), and Computershare Trust Company, N.A., as escrow agent (the “Escrow Agent”).

Preliminary Statements

A. Parent, Buyers and Sellers are parties to that certain Asset Purchase Agreement (the “Purchase Agreement”) dated as of the date hereof pursuant to which Buyers have agreed to acquire substantially all the assets of Sellers, on the terms and conditions set forth in the Purchase Agreement; capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

B. Pursuant to the Purchase Agreement, Sellers agreed to deposit the Escrowed Shares into escrow to secure the indemnification and working capital adjustment obligations of Sellers pursuant to the Purchase Agreement.

Agreement

In consideration of the preliminary statements and the respective mutual covenants and agreements contained in this Agreement, the parties agree as set forth below:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Deposited Shares” means the Escrowed Shares together with all other shares of Parent’s common stock or other securities held by the Escrow Agent from time to time pursuant to this Agreement.

“Escrow Fund” means the Deposited Shares held by the Escrow Agent from time to time pursuant to this Agreement.

“Escrowed Shares” means 600,400 of the Parent Shares issued in connection with the closing of the transactions contemplated by the Purchase Agreement.

“Parent Shares” means 4,657,000 shares of Parent’s common stock, par value $.001.

“Transfer Agent” means Parent’s stock transfer agent, Computershare Trust Company, N.A.

2. Appointment of Escrow Agent. Parent, Buyers and Sellers hereby appoint the Escrow Agent to serve as agent for the purpose of holding and distributing the Escrow Fund upon the terms and conditions herein set forth, and the Escrow Agent accepts such appointment subject to the terms and conditions hereof.

3. Deposit of Deposited Shares.

(a) Original Deposit. Simultaneously with the execution and delivery of this Agreement, Parent shall deposit with the Escrow Agent the Escrowed Shares. The Escrowed Shares shall be issued in book-entry form and thus shall be registered in the name of the Escrow Agent, as Escrow Agent for the benefit of Sellers under this Agreement.

(b) Stock Splits, Etc. If Parent effects a stock split, subdivision, combination, reclassification or any other change in its capital structure while the Escrow Agent holds any Deposited Shares hereunder, Parent shall deposit with the Escrow Agent a certificate for the number of additional, substituted or new securities to be issued to Sellers by reason of any such change with respect to such Deposited Shares, which deposit shall be accompanied by written notice by Parent to the Escrow Agent identifying such certificate as a Deposited Certificate being delivered pursuant to this Section 3(b). Such shares shall for all purposes constitute Deposited Shares hereunder. Any other sums paid or property distributed upon or in respect of the Escrowed Shares shall be paid over or delivered to the Sellers, and any such property will not constitute escrowed property.

(c) Certificates. If the Transfer Agent issues any certificate that constitutes Deposited Shares to be held in escrow in accordance with Section 6(d) below, Parent shall cause the Transfer Agent to deposit such certificate with the Escrow Agent and Parent shall at the same time send written notice to the Escrow Agent identifying any such certificate as a Deposited Certificate being delivered pursuant to this Section 3(c).

(d) Liens. The Escrow Fund will be held for the benefit of the parties hereto and will not be subject to any lien or attachment of any other creditor of any party hereto and will be used solely for the purposes and subject to the conditions set forth herein. For so long as the Escrow Agent properly holds any Deposited Shares, Sellers will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with, or pledge or grant any security interest in, or otherwise encumber any part of the Escrow Fund.

4. Maintenance of Escrow. The Escrow Agent shall hold the Escrow Fund in escrow and shall maintain and disburse the Escrow Fund pursuant to this Agreement.

5. Certain Rights of Sellers. Notwithstanding any other provision herein and for so long as such shares remain in the Escrow Fund, Sellers shall have the right to (i) vote all shares of Parent’s common stock or other securities in the Escrow Fund that are not disbursed to Parent pursuant to the terms hereof and (ii) receive any dividends or other distributions in respect of

such Parent common stock or other securities in the Escrow Fund that are not disbursed to Parent pursuant to the terms hereof.

6. Disbursements of Deposited Shares.

(a) Claim Notices. From time to time, on or before twelve (12) months from the Closing Date (the “Escrow Termination Date”), Buyers may provide written notice (a “Notice”) to Sellers and Escrow Agent specifying in reasonable detail the nature and dollar amount (as applicable) of any claim for Losses (each, a “Claim”) it may have pursuant to Article VII of the Purchase Agreement. If the Sellers provide written notice to Buyers and Escrow Agent disputing any Claim (a “Counter Notice”) within thirty (30) days following receipt by Sellers and Escrow Agent of the Notice regarding such Claim, such Claim shall be resolved as provided in Section 6(b) below. If no Counter Notice is received by Buyers and Escrow Agent within such thirty (30) day period, then (i) the dollar amount of the Losses claimed by Buyers as set forth in its Notice shall be deemed established for purposes of this Agreement and the Purchase Agreement, (ii) the “Final Determination Date” for such Claim for purposes of the Purchase Agreement shall be deemed to be the date of the Notice and (iii) within five (5) business days after the end of such 30-day period, Buyers shall provide Sellers and Escrow Agent with a written calculation of the number of shares that Escrow Agent should distribute to Parent to satisfy the Claim in accordance with Article VII of the Purchase Agreement (a “Calculation Notice”). If the Sellers provide written notice to Buyers and Escrow Agent disputing the Calculation Notice (a “Calculation Counter Notice”) within five (5) business days following receipt by Sellers and Escrow Agent of the Calculation Notice, such Claim shall be resolved as provided in Section 6(b) below. If no Calculation Counter Notice is received by Buyers and Escrow Agent within such five (5) business day period, then Escrow Agent shall distribute out of the Escrow Fund to Parent the lesser of (i) the number of Deposited Shares (rounded to the nearest whole share) set forth in such Calculation Notice and (ii) all of the Escrow Fund; provided that if, within such five (5) business day period, Sellers provide written notice to Buyers and Escrow Agent that they elect to satisfy such Claim in cash rather than through the release of Escrowed Shares, the Sellers shall have five (5) business days to make such cash payment. Within five (5) business days of Parent’s or Buyers’ receipt of such cash payment, Buyers and Sellers shall provide Joint Written Instructions to Escrow Agent to release such shares to Company, on behalf of the Sellers. If (i) such Joint Written Instructions are not provided to Escrow Agent within ten (10) business days after the receipt of Sellers’ election to pay cash and (ii) such cash payment has not been made (and the burden of proof to evidence such cash payment shall be Sellers), then Buyers and Sellers shall provide Joint Written Instructions to the Escrow Agent to promptly release such shares to Parent in accordance with the Calculation Notice, as finally determined pursuant to this Section 6(a) and Section 6(b) below. Each of Buyers or Sellers, as applicable, shall have the right to cause Buyers or Sellers, as applicable, to specifically perform their obligations under this Section 6(a).

(b) Distributions Pursuant to Joint Written Instructions or Court Order.

(i) If a Counter Notice or Calculation Counter Notice is given with respect to a Claim, Escrow Agent shall make a distribution out of the Escrow Account with respect thereto only in accordance with (i) joint written instructions of Buyers and Company, on behalf of all Sellers (with such joint written instructions identifying the number of Deposited

Shares to be released and the recipients and respective addresses to which the Deposited Shares or Escrow Fund shall be delivered) (“Joint Written Instructions”) or (ii) a final order of a court acting in accordance with this Section 6(b). In the case of a Claim for which a Counter Notice or a Calculation Counter Notice has been given, Buyers and Sellers shall use good faith efforts to resolve such dispute over a thirty (30) day period following receipt of the Counter Notice or a Calculation Counter Notice, as applicable. If the dispute cannot be resolved during such thirty (30) day period, then either such party or all such parties may petition any court of competent jurisdiction in accordance with the Purchase Agreement for a ruling and instructions with respect to such dispute or uncertainty (a “Court Order”). The date of the Court Order will be deemed the “Final Determination Date” for purposes of the Purchase Agreement for Claims for which a Counter Notice (but not a Calculation Counter Notice) was delivered, unless Buyers or Sellers shall have (x) notified the Escrow Agent, within five (5) business days of receipt by the Escrow Agent of such Court Order, of its intent to challenge such Court Order, and (y) appealed such Court Order, within sixty (60) days of the Escrow Agent’s receipt of such Court Order, by filing a petition with an appellate court of competent jurisdiction (by means of filing a complaint or an appeal or any other appropriate method), as evidenced by delivery to the Escrow Agent of a copy of such petition. For the avoidance of doubt, in the event Buyers or Sellers fail to comply with both clauses (x) and (y) in the immediately preceding sentence, the Escrow Agent shall immediately disburse the Escrow Fund in accordance with the original Court Order and this Section 6(b). The date of any final, unappealable decision arising from any such appeal (“Final Decision”) for Claims for which a Counter Notice (but not a Calculation Counter Notice) was delivered shall be deemed the “Final Determination Date” for such Claims for purposes of the Purchase Agreement.

(ii) Within five (5) business days following a Court Order or Final Decision relating to a dispute predicated on a Calculation Notice, the number of shares to be released from the Escrow Fund shall be determined by such Court Order or Final Decision, and upon such receipt of such Court Order or Final Decision, the Escrow Agent shall release the number of Escrowed Shares to Parent as set forth in such Court Order or Final Decision.

(iii) Within five (5) business days following a Court Order or Final Decision relating to a dispute predicated on a Counter Notice (but not a Calculation Counter Notice), Buyers shall deliver to Sellers and Escrow Agent a Calculation Notice with respect to such Claim. If the Sellers provide Buyers and Escrow Agent a Calculation Counter Notice within five (5) business days following receipt by Sellers and Escrow Agent of such Calculation Notice, such dispute shall be resolved as provided in Section 6(b)(i) with respect to a Calculation Counter Notice, provided that the “Final Determination Date” for purposes of the Purchase Agreement with respect to such Claim shall continue to be deemed to be the date of the applicable Court Order or Final Decision. If no Calculation Counter Notice is received by Buyers and Escrow Agent within such five (5) business day period, then Escrow Agent shall distribute out of the Escrow Fund to Parent the lesser of (x) the number of Deposited Shares (rounded to the nearest whole share) set forth in such Calculation Notice or (y) all of the Escrow Fund; provided that if, within such five (5) business day period, Sellers provide written notice to Buyers and Escrow Agent that they elect to satisfy such Claim in cash rather than through release of Escrowed Shares, then Sellers shall have five (5) business days to make such cash payment. Within five (5) business days of Buyers’ receipt of such cash payment, Buyers and Sellers shall provide Joint Written Instructions to Escrow Agent to release such shares to Company, on behalf

of the Sellers. If (i) such Joint Written Instructions are not provided to Escrow Agent within ten (10) business days after the receipt of Sellers’ election to pay cash and (ii) such cash payment has not been made (and the burden of proof to evidence such cash payment shall be Sellers), then Buyers and Sellers shall provide Joint Written Instructions to the Escrow Agent to promptly release such shares to Parent in accordance with the Calculation Notice, as finally determined pursuant to this Section 6(b). Each of Buyers or Sellers, as applicable, shall have the right to cause Buyers or Sellers, as applicable, to specifically perform their obligations under this Section 6(b). If a Calculation Counter Notice is received by Buyers and Escrow Agent within the required five (5) business day period, the number of shares to be released from the Escrow Fund shall be determined pursuant to Section 6(b)(i) above, and upon receipt of a Court Order or Final Decision, the Escrow Agent shall release the number of Escrowed Shares to Parent as set forth in such Court Order or Final Decision.

(c) Actual Adjustment Amount. From time to time, on or before the Escrow Termination Date, Buyers may provide written notice (an “Adjustment Notice”) to Sellers and Escrow Agent specifying in reasonable detail the number of the Escrowed Shares required to satisfy any part of the Actual Adjustment Amount in accordance with the terms of the Purchase Agreement (each, an “Adjustment Claim”). If the Sellers provide written notice to Buyers and Escrow Agent disputing any Adjustment Claim (a “Counter Adjustment Notice”) within five (5) business days following receipt by Sellers and Escrow Agent of the Adjustment Notice, such Adjustment Claim shall be resolved as provided in this Section 6(c). If no Counter Adjustment Notice is received by Buyers and Escrow Agent within such five (5) business day period, then the amount of Escrowed Shares claimed by Buyers as set forth in its Adjustment Notice shall be deemed established for purposes of this Agreement and the Purchase Agreement, and Escrow Agent shall distribute out of the Escrow Fund to Parent the lesser of (i) the number of Deposited Shares (rounded to the nearest whole share) set forth in the Adjustment Notice or (ii) all of the Escrow Fund. If a Counter Adjustment Notice is given with respect to an Adjustment Claim, Escrow Agent shall make a distribution out of the Escrow Account with respect thereto only in accordance with Joint Written Instructions.

(d) Distributions prior to or on Escrow Termination Date. The Escrow Agent shall effect each distribution of Deposited Shares to Parent, if any, by delivering to the Transfer Agent such Deposited Shares and instructions as provided in the Notice, Calculation Notice, Adjustment Notice, Joint Written Instructions, Court Order, or Final Decision, as applicable. Parent shall cause the Transfer Agent, upon receipt thereof, to cancel such Deposited Shares as necessary to satisfy a given Claim or Adjustment Claim, as applicable, as provided in the Notice, Calculation Notice, Adjustment Notice, Joint Written Instructions, Court Order, or Final Decision, as applicable (the “Claim Disbursement Amount”). On the Escrow Termination Date, Escrow Agent shall, without any further instruction or notice required, distribute out of the Escrow Account to Sellers the remaining balance of the Escrow Fund (if any); provided that if any Claim or other dispute with respect to matters hereunder (a “Pending Claim”) has not been paid or resolved in accordance with the Purchase Agreement and this Agreement, then the Deposited Shares that are not subject to such Pending Claim(s) shall be distributed to the Sellers pursuant to the terms hereof, and those Deposited Shares that are subject to such Pending Claim(s) shall not be distributed until all such Pending Claims are resolved. For purposes of this Section 6(d), the number of Deposited Shares subject to a Pending Claim(s) shall be set forth in Joint Written Instructions to the Escrow Agent and shall be equal to (i) the amount set forth in

Buyers’ Notice divided by (ii) the Market Value of each Deposited Share as of the Escrow Termination Date, provided that solely for purposes of this Section 6(d) the period of measurement in determining Market Value shall be the twelve-month period immediately preceding the Escrow Termination Date.

7. Limitation of Liability of Escrow Agent; Etc.

(a) Nature of Duties; Liability; Indemnification. It is understood and agreed that the duties of the Escrow Agent hereunder are purely ministerial in nature and that the Escrow Agent shall not be liable for any error of judgment, fact or law, or any act done or omitted to be done, except for its own willful misconduct or gross negligence. Escrow Agent shall not inquire into or consider whether a Claim or Adjustment Amount Claim complies with the requirements of the Purchase Agreement. The Escrow Agent’s determination as to whether an event or condition has occurred, or been met or satisfied, or as to whether a provision of this Agreement has been complied with, or as to whether sufficient evidence of the event or condition or compliance with the provision has been furnished to it, shall not subject the Escrow Agent to any claim, liability or obligation whatsoever, even if it shall be found that such determination was improper and incorrect; provided, that the Escrow Agent shall not have been guilty of willful misconduct or gross negligence. Parent, Buyers and Sellers jointly and severally agree to indemnify the Escrow Agent and its officers, directors, agents and affiliates for, and to hold them harmless against, any claim, action, suit, proceeding at law or in equity, loss, liability, or expense (“Cost”) incurred on the part of the Escrow Agent, arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including costs and expenses of defending itself against any claim of liability in connection herewith or therewith. The right to indemnification set forth in the preceding sentence shall include the right to be paid by Parent, Buyers and Sellers in respect of Costs as they are incurred (including Costs incurred in connection with defending itself against any claim of liability in connection herewith). The Escrow Agent shall repay any amounts so advanced if it shall ultimately be determined by a final order of a court of competent jurisdiction from which no appeal is or can be taken that the Escrow Agent is not entitled to such indemnification. In performing any duties under this Agreement, the Escrow Agent and its affiliates and agents shall not be liable to any party for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages, losses, or expenses. The Escrow Agent shall neither be responsible for, or under, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document in connection herewith, including, without limitation, the Purchase Agreement and shall be required to act in respect of the Escrow Fund only as provided in this Agreement. This Agreement sets forth all the obligations of the Escrow Agent with respect to any and all matters pertinent to the escrow contemplated hereunder and no additional obligations of the Escrow Agent shall be implied from the terms of this Agreement or any other agreement. The Escrow Agent may perform its duties under this Agreement through its agents and/or affiliates.

(b) Documents and Instructions. The Escrow Agent makes no representation as to the validity, value, genuineness or collectibility of any security or other document or instrument held by or delivered to it. The Escrow Agent acts hereunder as a depository only and shall not be responsible or liable in any manner whatsoever for the genuineness, sufficiency,

correctness, manner of execution or validity of any agreement, document, certificate, instrument or item deposited with it or any notice, consent, approval, direction or instruction given to it; nor as to the identity, authority, or rights of any person executing the same. The Escrow Agent shall be fully protected, under Section 7(a) above, for all acts taken in accordance with any written instruction or instrument given to it hereunder, and reasonably believed by the Escrow Agent to be genuine and what it purports to be.

(c) Conflicting Notices, Claims, Demands or Instructions. If at any time the Escrow Agent shall receive conflicting notices, claims, demands or instructions with respect to the Escrow Fund, or if for any other reason it shall in good faith be unable to determine the party or parties entitled to receive any of the Escrow Fund, the Escrow Agent may refuse to make any distribution or payment and may retain the Escrow Fund in its possession until it shall have received instructions in writing agreed to by all parties in interest, or in the absence of such authorization, the Escrow Agent may hold the Escrow Fund until receipt of a certified copy of a final order or judgment of a court of competent jurisdiction from which no appeal is or can be taken providing for the disposition of the Escrow Fund, whereupon the Escrow Agent shall make such disposition in accordance with such instructions or such order. The Escrow Agent shall have the right at any time it deems appropriate to seek adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court.

(d) Advice of Counsel. The Escrow Agent may consult with, and obtain advice from, legal counsel and employees in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected and indemnified under Section 7(a) above for all acts taken, in accordance with the opinion and instructions of such counsel, and the reasonable costs of such counsel shall be subject to reimbursement under Section 7(a) above.

(e) Compensation and Expenses. Escrow Agent’s fee shall be as set forth on Schedule 1. Each of Buyers, on the one hand, and Sellers, on the other, agree to pay, and shall be solely responsible for, one half each of the above fees and all other fees, disbursements and other expenses charged by the Escrow Agent for the performance of the Escrow Agent’s services hereunder. The Escrow Agent shall be entitled to reimbursement on demand for all expenses incurred in connection with the administration of this Agreement or the escrow created hereby, including without limitation, payment of any reasonable legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. Property in the Escrow Fund shall not be used to pay any such fees, disbursements or other expenses.

(f) Resignation of Escrow Agent. The Escrow Agent may resign at any time upon giving the other parties hereto thirty (30) days’ notice to that effect. Upon such resignation, Parent, Buyers and Sellers shall jointly appoint a successor escrow agent, who shall assume the duties of the Escrow Agent hereunder by supplement thereto. In the event no successor Escrow Agent is appointed and acting hereunder within thirty (30) days of such notice of resignation, the Escrow Agent may pay and deliver the Escrow Fund into a court of competent jurisdiction and have no further obligations hereunder or petition any court of competent jurisdiction to name a successor escrow agent. Parent, Buyers and the Sellers may remove the Escrow Agent by providing 30 days prior notice and appoint a successor escrow agent hereunder at any time so

long as such successor shall accept and agree to be bound by the terms of this Agreement (except that any such successor escrow agent shall be entitled to customary fees payable as set forth in Section 7(e) above).

8. Miscellaneous.

(a) Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing, shall be delivered in person or by a nationally recognized overnight delivery and shall be deemed given when delivered in person or, if not delivered in person, the business day after delivered to a nationally recognized overnight courier (postage pre paid) for next business day delivery, at the addresses set forth on Exhibit A (or at such other addresses as a party shall designate by written notice to the other party pursuant to this Section).

(b) Assignment. This Agreement may not be assigned by any party without the written consent of the other parties hereto.

(c) Waiver and Amendment. Any representation, warranty, covenant, term or condition of this Agreement which may legally be waived, may be waived, or the time of performance thereof extended, at any time by the party hereto entitled to the benefit thereof, and any term, condition or covenant hereof may be amended by the parties hereto at any time. Any such waiver, extension or amendment shall be evidenced by an instrument in writing executed on behalf of the appropriate party by a person who, to the extent applicable, has been authorized by its Board of Directors (or its equivalent) to execute waivers, extensions or amendments on its behalf. No waiver by any party hereto, whether express or implied, of its rights under any provision of this Agreement shall constitute a waiver of such party’s rights under such provisions at any other time or a waiver of such party’s rights under any other provision of this Agreement. No failure by any party hereto to take any action against any breach of this Agreement or default by another party shall constitute a waiver of the former party’s right to enforce any provision of this Agreement or to take action against such breach or default or any subsequent breach or default by such other party.

(d) Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of any provisions of this Agreement.

(e) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(f) Injunctive Relief. It is possible that remedies at law may be inadequate and, therefore, the parties hereto shall be entitled to equitable relief including, without limitation, injunctive relief, specific performance or other equitable remedies in addition to all other remedies provided hereunder or available to the parties hereto at law or in equity.

(g) Governing Law. This Agreement has been entered into and shall be construed and enforced in accordance with the laws of the State of Delaware without reference to the choice of law principles thereof.

(h) Force Majeure. The Escrow Agent shall not be liable to any other party hereto for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control.

(i) Successors and Assigns. Any company into which the Escrow Agent may be merged or with which it may be consolidated shall be the successor to the Escrow Agent without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, except that the Escrow Agent shall provide written notice of such event to each of the parties hereto.

[Signatures on next page]

IN WITNESS WHEREOF, the parties hereto have each executed and delivered this Agreement as of the day and year first above written.


BUYERS:

ARCHSTONE ACQUISITION CORP.

By:		/s/ Frank Zomerfeld
Name:		Frank A. Zomerfeld
Title:		Secretary and Treasurer


HACKETT-REL LTD

By:		/s/ Frank Zomerfeld
Name:		Frank A. Zomerfeld
Title:		Secretary


HACKETT GROUP B.V.

By:		/s/ Frank Zomerfeld
Name:		Frank A. Zomerfeld
Title:		Director


PARENT:

THE HACKETT GROUP, INC.

By:		/s/ Frank Zomerfeld
Name:		Frank A. Zomerfeld
Title:		E.V.P. and Secretary


SELLERS:

ARCHSTONE CONSULTING LLC

By:		/s/ Todd Lavieri
Name:		Todd Lavieri
Title:		President and Chief Executive Officer



ARCHSTONE CONSULTING UK LIMITED

By:		/s/ Todd Lavieri
Name:		Todd Lavieri
Title:		Director



ARCHSTONE CONSULTING NETHERLANDS BV

By:		/s/ Todd Lavieri
Name:		Todd Lavieri
Title:		Authorized Proxy


ESCROW AGENT:

COMPUTERSHARE TRUST COMPANY, N.A.

By:		/s/ John M. Wahl
Name:		John M. Wahl
Title:		Corporate Trust Officer

Exhibit A


if to Buyers/Parent: 1001 Brickell Bay Drive 30^th Floor Miami, Florida 33131 Attn.: Ted Fernandez, CEO		with a copy to: Akerman Senterfitt One SE Third Avenue, Suite 2500 Miami, Florida 33131 Attn: Carl D. Roston, Esq. Mary V. Carroll, Esq.

if to Sellers: c/o Lake Capital Management LLC 676 North Michigan Ave. Suite 3900 Chicago, Illinois 60611 Attn: Terence M. Graunke		with a copy to: Kirkland & Ellis LLP 300 North LaSalle Street Chicago, Illinois 60654 Attn: Sanford E. Perl, P.C. Robert A. Wilson

if to Escrow Agent: Computershare Trust Company, N.A. 350 Indiana Street, Suite 750 Golden, CO 80401 Attn: John Wahl / Rose Stroud Fax: 303-262-0608

Schedule 1

Escrow Agent Fees

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