-----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, Bll0700DxPozLvZBDNSYeyEo9py3iNuTWTJl0PdR8BVwiTTA02HEfITZtVoI+MgU L4+EpbyxGx24h6Tq5Y19zQ== 0000912057-00-014092.txt : 20000329 0000912057-00-014092.hdr.sgml : 20000329 ACCESSION NUMBER: 0000912057-00-014092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000323 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARCHFIRST 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: 581469 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 FORMER COMPANY: FORMER CONFORMED NAME: WHITTMAN HART INC DATE OF NAME CHANGE: 19960301 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 23, 2000 -------------- MarchFirst, 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 - ----------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (312) 922-9200 ITEM 5. OTHER EVENTS. On March 23, 2000, the Registrant issued the press releases attached hereto as Exhibits 99.1 and 99.2 to announce (a) its name change and (b) its results of operations on a pro forma basis for fiscal years 1999 and 1998 to reflect purchase business combinations consummated by USWeb Corporation and Whittman-Hart, Inc., individually, during 1998 and 1999 as if each combination was consummated on January 1, 1998. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release of Registrant dated March 23, 2000. 99.2 Press Release of Registrant dated March 23, 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. MARCHFIRST, INC. Dated: March 28, 2000 By: /s/ Bert B. Young ------------------------------- Bert B. Young Chief Financial Officer and Treasurer 3 EXHIBIT INDEX
Exhibit # Item - ---------------- ------------------------------------------------------- 99.1 Press Release of Registrant dated March 23, 2000. 99.2 Press Release of Registrant dated March 23, 2000.
EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 MARCHFIRST: A REVOLUTIONARY NEW NAME AND BRAND IN INTERNET PROFESSIONAL SERVICES NEW COMPANY FORMED BY MERGER OF WHITTMAN-HART AND USWEB/CKS NEW YORK (March 23) -- MarchFirst (Nasdaq: MRCH - news), the new global Internet professional services company created by the merger of Whittman-Hart and USWeb/CKS, today introduced its new name and corporate identity at Nasdaq in conjunction with an opening bell ceremony to mark the company's first day of trading under its new ticker symbol. "Our professionals have helped create many of the world's strongest brands, so our culture demanded that our new name and marketplace positioning quickly establish MarchFirst as a revolutionary, highly innovative and creative brand," said Robert Bernard, MarchFirst President and CEO. "MarchFirst is literally a business imperative for our clients. If they want to lead their industry, to be the first with strategy, to be the first to market, to be the first to shareholder value, they need Internet solutions that are capable of quickly and radically transforming their business." A New Business Category Bernard said MarchFirst combines two powerhouse companies to create an extraordinary one. He noted Whittman-Hart was recognized worldwide for its industry leadership in back-office business systems integration, supply-chain management and business-to-business processes and technologies. Similarly, he added, USWeb/CKS earned a global reputation for building brands, creating high-performance business-to-consumer e-Commerce systems and uniquely understanding how to weave creative design, branding, marketing and strategy into those implementations. "There are dozens of players in the Internet professional services arena, but most compete within the narrowly defined niches of strategy, marketing, creative services, or front- or back-end interfaces," Bernard said. "However, MarchFirst has expertise in all of these areas, allowing us to immediately and profoundly impact our clients' performance. We offer the global reach and scale that small firms can't, and we offer the integrated disciplines that other large firms don't. We have created an entirely new business category, giving us considerable competitive advantages in the marketplace." Name and Brand Reflect Value Proposition for Clients Although MarchFirst's formal brand launch is slated for this summer, Bernard provided some insight into how the company will be positioned. "The combination of our two dynamic cultures and their extraordinary success stories gives us amazing competitive strengths," he said. "Individually, our companies created tremendous value for companies like Harley-Davidson, Williams-Sonoma, Grainger.com and Allstate. Together, we can make an even greater impact for our clients. "Visionary companies are learning that sustaining industry leadership and competitive advantage in the new economy requires a radically new level of business integration," Bernard added. "These companies have joined us in celebrating a revolution that began on March 1, 2000 -- the day our merger became official. We are leading this revolution by offering the core disciplines necessary for our clients to compete and win in the new economy." Employees Learn New Name Through Newspaper Campaign MarchFirst built anticipation for the new name and brand among its 8,500 employees through full- page ads Monday, Tuesday, Wednesday and today in The Wall Street Journal and USA Today. Employees received at their home a sheet of red film, which they could place over the ads to read hidden messages from Bernard. "This campaign reflected our leading-edge creativity and our belief in challenging the status quo," Bernard said. "It was an unconventional but highly effective way to generate fever-pitch excitement about the new name and brand among our valued employees. "Our professionals are known for their tremendous creativity and insight, which they've used to provide pragmatic but forward-thinking solutions to problems that our clients once thought were unsolvable. Our passion for revolutionizing our clients' business and helping them become digital visionaries, coupled with our unrivaled multi-disciplinary expertise, clearly sets MarchFirst apart and signals a new era in Internet leadership," Bernard concluded. About MarchFirst MarchFirst is a leading global Internet professional services firm that creates winners in the new digital economy by helping companies build visionary business models, brands, systems and processes. This multi-disciplinary approach empowers companies to fundamentally transform their business, drive innovation and become market leaders. The Company has more than 8,500 employees in 14 countries worldwide. EX-99.2 3 EXHIBIT 99.2 Exhibit 99.2 MARCHFIRST PROVIDES HISTORICAL PRO FORMA ANNUAL FINANCIAL STATEMENTS CHICAGO (March 23) -- MarchFirst (Nasdaq: MRCH - news), the new global Internet professional services company created by the merger of Whittman-Hart and USWeb/CKS, today released pro forma income statements for fiscal years 1999 and 1998 to reflect purchase business combinations consummated by the individual companies during 1998 and 1999 as if each combination was consummated on January 1, 1998. These pro forma income statements exclude the effects of the purchase accounting adjustments related to the March 1, 2000 merger of Whittman-Hart, Inc. and USWeb/CKS Corp. On February 18, 2000, the Company released a presentation of combined historical financial information for fiscal years 1999 and 1998 for illustrative purposes. This information had been reported to reflect the new reporting classifications to be adopted for the combined company's future financial reports. About MarchFirst MarchFirst is a leading global Internet professional services firm that creates winners in the new digital economy by helping companies build visionary business models, brands, systems and processes. This multi- disciplinary approach empowers companies to fundamentally transform their business, drive innovation and become market leaders. The Company has more than 8,500 employees in 14 countries worldwide. WHITTMAN-HART, INC. AND USWEB/CKS CORPORATION ILLUSTRATIVE PRO FORMA INCOME STATEMENTS (In millions, except share data) (Unaudited)
For the quarters ended March 31, June 30, Sept. 30, Dec. 31, 1999 1999 1999 1999 Revenues $249.3 $262.5 $297.2 $322.1 Cost of services 140.1 150.6 159.6 169.9 Provision for (recovery of) loss on contract 11.2 (15.7) 8.6 2.9 ----- ----- ------ ------ Gross profit 98.0 127.6 129.0 149.3 Sales and marketing 14.9 16.0 16.7 18.3 General and administrative 75.1 78.8 89.4 99.4 Stock compensation 43.1 35.3 33.5 47.9 Amortization of intangible assets 48.1 47.1 37.2 36.9 Merger and integration costs 8.0 1.6 0.4 2.6 ----- ----- ------ ------ Loss from operations (91.2) (51.2) (48.2) (55.8) Other income, net 2.5 2.7 3.0 28.5 -------- ------ ------ ------ Net loss before the provision for income taxes (88.7) (48.5) (45.2) (27.3) Provision for income taxes 6.6 7.6 8.0 9.4 -------- ------ ------ ------ Net loss $(95.3) $(56.1) $(53.2) $(36.7) -------- ------ ------ ------ -------- ------ ------ ------ Supplemental Data: Net loss before provision for income taxes $(88.7) $(48.5) $(45.2) $(27.3) Provision for (recovery of) loss on contract 11.2 (15.7) 8.6 2.9 Stock compensation 43.1 35.3 33.5 47.9 Amortization of intangible assets 48.1 47.1 37.2 36.9 Merger and integration costs 8.0 1.6 0.4 2.6 Acquired in process technology 0.8 1.4 -- -- Gain on sale of investment -- -- -- (24.7) Provision for income taxes (8.4) (8.6) (13.9) (15.7) -------- ------ ------ ------ Supplemental net income $14.1 $12.6 $20.6 $22.6 -------- ------ ------ ------ -------- ------ ------ ------
For the years ended December 31, December 31, 1999 1998 Revenues $1,131.1 $822.8 Cost of services 620.2 472.9 Provision for (recovery of) loss on contract 7.0 9.9 -------- ------ Gross profit 503.9 340.0 Sales and marketing 65.9 55.6 General and administrative 342.7 275.2 Stock compensation 159.8 119.8 Amortization of intangible assets 169.3 229.0 Merger and integration costs 12.6 29.6 -------- ------ Loss from operations (246.4) (369.2) Other income, net 36.7 10.0 -------- ------ Net loss before the provision for income taxes (209.7) (359.2) Provision for income taxes 31.6 28.9 -------- ------- Net loss $(241.3) $(388.1) -------- ------- -------- ------- Supplemental Data: Net loss before provision for income taxes ($209.7) $(359.2) Provision for (recovery of) loss on contract 7.0 9.9 Stock compensation 159.8 119.8 Amortization of intangible assets 169.3 229.0 Merger and integration costs 12.6 29.6 Acquired in process technology 2.2 25.5 Gain on sale of investment (24.7) -- Provision for income taxes (46.6) (21.0) -------- ------ Supplemental net income $69.9 $33.6 -------- ------ -------- ------
Note: These pro forma income statements reflect the combined company's new income statement reporting classifications. In addition, these pro forma income statements reflect purchase business combinations consummated by the individual companies during 1998 and 1999 as if each combination was consummated on January 1, 1998. These pro forma income statements are presented for illustrative purposes only and are not necessarily indicative of the combined financial position or results of operations in future periods or the results that actually would have been realized had Whittman-Hart and USWeb/CKS been a combined company during the periods presented. These pro form income statements exclude the effects of the purchase accounting adjustments related to the March 1, 2000 merger of Whittman-Hart, Inc. and USWeb/CKS Corp. -----END PRIVACY-ENHANCED MESSAGE-----