-----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, AzTnCeOLOsH6XO4pGcoJsFWAMzzIGcssN+BynuGnZpRq0ne6Mr+U7XL5g5zm/jhM kaDEC+BLQrjonvECimpumg== 0000912057-00-011272.txt : 20000314 0000912057-00-011272.hdr.sgml : 20000314 ACCESSION NUMBER: 0000912057-00-011272 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000301 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITTMAN HART INC CENTRAL INDEX KEY: 0001009403 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 363797833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28166 FILM NUMBER: 568125 BUSINESS ADDRESS: STREET 1: 311 SOUTH WACKER DR STREET 2: STE 3500 CITY: CHICAGO STATE: IL ZIP: 60606-6618 BUSINESS PHONE: 3129229200 MAIL ADDRESS: STREET 1: 311 S WACKER DR STE3500 CITY: CHICAGO STATE: IL ZIP: 60606-6618 8-K 1 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(D) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): MARCH 1, 2000 ------------- WHITTMAN-HART, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 0-28166 36-3797833 ---------------------------- ------------ ------------------ (State or Other Jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No. 311 SOUTH WACKER DRIVE, SUITE 3500, CHICAGO, ILLINOIS 60606-6618 - ----------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (312) 922-9200 -------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS (a) Pursuant to a merger agreement dated as of December 12, 1999 by and among Whittman-Hart, Inc., a Delaware corporation (the "Parent"), Uniwhale, Inc., a Delaware corporation, wholly-owned by the Parent ("Merger Sub"), and USWeb Corporation, a Delaware corporation (the "Company"), Merger Sub has merged with and into the Company (the "Merger"). Pursuant to the Merger, each outstanding share of common stock of the Company was converted into 0.865 of one share of common stock, par value $0.001 per share, of Parent (the "Exchange Ratio") at the effective time of the Merger which occurred on March 1, 1999. The Exchange Ratio was the result of arm's length negotiations between the Parent and the Company. Other information required by this Item is included in Parent's Registration Statement on Form S-4 Registration Statement No. (333-94565), as amended, and Parent's Current Report on Form 8-K filed on January 28, 2000, as amended on March 13, 2000 and is omitted from this report pursuant to General Instruction B.3 to Form 8-K. ITEM 5. OTHER EVENTS On March 1, 2000, the Registrant issued the press release attached hereto as Exhibit 99.1 announcing its acquisition of USWeb Corporation. The information contained in this press release is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Press Release of Registrant dated March 1, 2000. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WHITTMAN-HART, INC. Dated: March 13, 2000 By: /s/ Bert B. Young ------------------------------ Bert B. Young Chief Financial Officer and Treasurer 3 EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 WHITTMAN-HART, USWEB/CKS MERGER COMPLETE CHICAGO and SAN FRANCISCO, March 1 -- Whittman-Hart (Nasdaq: WHIT-news) and USWeb/CKS, formerly traded on Nasdaq under ticker symbol USWB, today announced that the merger of the two companies closed as scheduled. The merger creates a global Internet professional services firm that helps clients win in the digital economy by strengthening their business models, brands, systems and processes. Effective this morning, the combined entity of Whittman-Hart & USWeb/CKS will trade on the Nasdaq Stock Market under the symbol WHIT. A new name, identity and ticker symbol for the combined company will be unveiled on March 23. "Today is Day One of an entirely new kind of company -- one that on a global scale can help clients achieve the business integration required for success in the digital economy," said Robert Bernard, Chief Executive Officer of the combined entity of Whittman-Hart & USWeb/CKS. "Companies today must balance their business models, brands, and systems and processes. Our collective experience with business systems and e-commerce, combined with our deep understanding of business strategies and brand experience, gives us an unbeatable combination for creating that balance. Using the power of our multidisciplinary approach, we help clients imagine the future and seize their opportunities." Management Summit Brings Together Company's Top Leaders To enable the combined entity to execute as a single firm on Day One, Whittman-Hart & USWeb/CKS conducted an intensive management summit with its top 200 leaders over the weekend. The summit brought top management together to discuss the new company's vision and strategy, review company-wide processes and systems, and further collaboration to enable the company to apply its multidisciplinary approach to creating business innovation for clients immediately. Board of Directors Named The combined entity of Whittman-Hart & USWeb/CKS also today named its Board of Directors. Board members include: - Robert Bernard, President and CEO, Whittman-Hart & USWeb/CKS - Paul Carbery, General Partner, Frontenac - Mark Kvamme, Partner, Sequoia Capital - Joseph Marengi, Senior Vice President, Dell Computer - W. Barry Moore, Vice Chairman, Kurt Salmon Associates - John Torell III, Chairman, Torell Management, Inc. - David Storch, Chief Executive Officer, AAR Corp. - Edward Szofer, Chief Development Officer, Whittman-Hart & USWeb/CKS Heading the nine-member Board will be Chairman Robert Shaw, former President and CEO of USWeb/CKS. Terms of the Deal The two companies merged in a stock-for-stock transaction in which each outstanding share of USWeb/CKS was exchanged for 0.865 shares of Whittman-Hart stock. About Whittman-Hart & USWeb/CKS Whittman-Hart & USWeb/CKS is a global Internet professional services firm that helps clients win in the digital economy by strengthening their business models, brands, systems and processes. Headquartered in Chicago, the combined entity of Whittman-Hart & USWeb/CKS fuses imagination, know-how and passion to create fundamental business innovation for clients. This press release contains "forward-looking statements" (as defined under federal securities law) regarding the merger of Whittman-Hart and USWeb/CKS. The actual events, including the ability of the companies to complete the integration of these two entities, may differ materially and adversely from those discussed in this press release. Factors that may cause such a difference include, without limitation, adverse fluctuations in stock prices, potential litigation, and other risks associated with acquisitions, such as difficulties in integrating operations. There can be no assurance that the combined entities will be able to realize the intended benefits of the merger. For additional information about factors that could affect the business of Whittman-Hart and USWeb/CKS, see the documents filed by the companies with the United States Securities and Exchange Commission. MEDIA CONTACTS: Laura Field Beth Trier Whittman-Hart & USWeb/CKS Whittman-Hart & USWeb/CKS (312) 913-3052 (415) 357-8232 laura.field@whittman-hart.com btrier@uswebcks.com Investor Contact: Kate Wagner Whittman-Hart & USWeb/CKS 408-987-3268 kwagner@uswebcks.com -----END PRIVACY-ENHANCED MESSAGE-----