-----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, TXQpLLVo/wbidokY1FbzjITsOsStVkMOnKKuxFN5NEhAKjNvC6YbPy4D43+n1eZs TPWyZCLdmnhqh5JdPUMMmg== 0000912057-01-003491.txt : 20010205 0000912057-01-003491.hdr.sgml : 20010205 ACCESSION NUMBER: 0000912057-01-003491 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010130 EFFECTIVENESS DATE: 20010130 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: S-8 SEC ACT: SEC FILE NUMBER: 333-54654 FILM NUMBER: 1519616 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 S-8 1 a2034281zs-8.txt FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 2001 REGISTRATION NO. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 marchFIRST, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-3797833 --------------------------------- ---------------------------- (State or other jurisdiction of (IRS Employer Identification incorporation or organization) Number) 311 SOUTH WACKER DRIVE, SUITE 3500, CHICAGO, ILLINOIS 60606-6618, (312) 922-9200 - -------------------------------------------------------------------------------- (Address of principal executive offices including zip code) USWEB CORPORATION EMPLOYEE RETENTION BONUS PROVISION CONTAINED IN CERTAIN ACQUISITION AGREEMENTS* ROBERT F. BERNARD CHIEF EXECUTIVE OFFICER 311 SOUTH WACKER DRIVE, SUITE 3500, CHICAGO, ILLINOIS 60606-6618, (312) 922-9200 --------------------------------------------------------- (Name, address and telephone number of agent for service) Copies to: MARK D. WOOD, ESQ. KATTEN MUCHIN ZAVIS 525 W. MONROE STREET, SUITE 1600 CHICAGO, IL 60661 312-902-5200 ---------------------- CALCULATION OF REGISTRATION FEE ================================================================================================================ Proposed maximum Proposed maximum Title of securities to be Amount to be offering price aggregate offering Amount of registered registered per share price registration fee Common stock, par value 9,000,000 shares $2.859375 $25,734,375.00 $6,434.00 $.001 per share ......... (1) (2) ====================================================================================================================
(1) Represents shares of marchFIRST, Inc. common stock, par value $.001 per share ("marchFIRST Common Stock") that may be issuable as retention bonuses to employees and consultants related to various acquisitions consummated by USWeb Corporation prior to March 1, 2000. These obligations were assumed by the registrant in connection with the merger of a predecessor of marchFIRST, Inc. and USWeb Corporation. Includes an indeterminate number of shares of marchFIRST Common Stock that may be issuable by reason of stock splits, stock dividends or similar transactions. (2) Estimated pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of calculating the amount of the registration fee, based on the average of the high and low prices per share of marchFIRST, Inc. common stock on January 24, 2001, as reported on the Nasdaq National Market. ================================================================================ * marchFIRST is currently obligated to issue shares of common stock as retention bonuses to employees and consultants related to certain acquisitions consummated by USWeb Corporation, under the following agreements: (1) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 101, XCom Corporation and Certain Individuals, dated as of March 16, 1997, (2) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 106, NewLink Communications Corporation and Certain Individuals, dated as of March 31, 1997, (3) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 102, Infopreneurs Inc. and Certain Individuals, dated as of March 31, 1997, (4) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 103, FETCH Interactive, Inc. and Certain Individuals, dated as of March 31, 1997, (5) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 104, USWeb Cosmix, Inc. and Certain Individuals, dated as of March 31, 1997, (6) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 107, Internetoffice, LLC and Certain Individuals, dated as of April 30, 1997, (7) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 105, Networkers Corporation and Certain Individuals, dated as of June 30, 1997, (8) Agreement and Plan of Reorganization by and Among USWeb Corporation, USWeb Acquisition Corporation 110, Multimedia Marketing & Design Inc. and Certain Individuals, dated July 1, 1997, (9) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 114, Synergetix Systems Integration, Inc. and Certain Individuals, dated as of July 31, 1997, (10) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 111, KandH, Inc. and Certain Individuals, dated as of August 29, 1997, (11) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 111, DreamMedia, Inc. and Certain Individuals, dated August 29, 1997, (12) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 113 and Internet Cybernautics, Inc., dated as of August 31, 1997, (13) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 109, NETPHAZ, L.L.C. and certain individuals, dated as of September 29, 1997, (14) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 119, Online Marketing Company and Certain Individuals, dated as of September 30, 1997, (15) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 117, Zendatta, Inc. and Certain Individuals, dated as of September 30, 1997, (16) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 118, W3- design corporation and Certain Individuals, dated as of October 10, 1997, (17) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 112, Reach Networks, Inc. and Certain Individuals, dated October 24, 1997, (18) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 122, USWeb Apex, Inc. and Certain Individuals, dated as of dated as of October 29, 1997, (19) Stock Purchase Agreement for the Acquisition of Innomate Online Marketing GmbH and Innomate Online Marketing Sachsen GmbH Chemnitz by and among USWeb Corporation, Ophelia 97 Vermoegensverwaltungs GmbH, InnoMate Online Marketing GmbH, Innomate Online GmbH and Certain Individuals, dated as of February 27, 1998 (the "Innomate Agreement"), (20) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 125, Ikonic Interactive, Inc., CMG Information Services and Certain Individuals, dated as of March 24, 1998, (21) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 123, Quest Interactive Media, Inc. and Certain Individuals, dated March 24, 1998, (22) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 126, Ensemble Corporation and Certain Individuals, dated as of March 27, 1998, (23) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 127, Kallista, Inc. and Certain Individuals, dated as of April 20, 1998, (24) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 120, USWSJ, Inc. and Certain Individuals, dated as of May 12, 1998, (25) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 129, Nutley Systems, Inc. and Certain Individuals, dated as of June 30, 1998 (26) Acquisition Agreement by and among USWeb Corporation, USWeb Acquisition Corporation 124, USWeb Acquisition Corporation 124A, Tucker Network Technologies, Inc. and Certain Individuals, dated as of July 14, 1998 (27) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 130, Metrix Communications, LLC, Metrix, Inc., National Application Concepts, LLC, William King and Certain Individuals, dated as of August 19, 1998, (28) Agreement and Plan of Reorganization by and among USWeb Canada Corporation, USWeb Acquisition Corporation 133, Internetworking Systems Group, Inc. and Certain Individuals, dated as of January 8, 1999 (29) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 138, Modern Business Technology, Inc., Modern Business Technology, LLC and Certain Individuals, dated as of April 15, 1999. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference into this Registration Statement: (1) The Company's Annual Report on Form 10-K for the year ended December 31, 1999, which has heretofore been filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"). (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 (and as amended on August 21, 2000), and September 30, 2000, which have heretofore been filed by the Company with the Commission pursuant to the 1934 Act. (3) The Company's Current Reports on Form 8-K filed on January 26, 2000 (and as amended on March 13, 2000), January 28, 2000, March 13, 2000, March 28, 2000, December 18, 2000 and December 29, 2000, which have heretofore been filed by the Company with the Commission pursuant to the 1934 Act. (4) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Commission pursuant to Section 12(g) of the 1934 Act. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article Ten of the Company's Amended and Restated Certificate of Incorporation and Article Eleven of the Third Amended and Restated Bylaws provide that the Company shall indemnify its directors and officers to the full extent permitted by the Delaware General Corporation Law. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's Board of Directors to grant, indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities arising under the Securities Act of 1933, as amended (the "1933 Act"). In addition, Article Eight of the Company's Amended and Restated Certificate of Incorporation provides that a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derives an improper personal benefit. Reference is made to Section 145 of the General Corporation Law of the State of Delaware which provides for indemnification of directors and officers in certain circumstances. The Company has obtained an insurance policy which will entitle the Company to be reimbursed for certain indemnity payments it is required or permitted to make to its directors and officers. Pursuant to a merger agreement by and among the Company, a wholly owned subsidiary of the Company and USWeb Corporation ("USWeb/CKS"), the Company has become obligated to indemnify present and former USWeb/CKS directors and officers to the full extent of the law; provided however that the indemnification shall not exceed the greater of the indemnification provided by USWeb/CKS's Certificate of Incorporation and by-laws as in effect on December 12, 1999 or the indemnification actually provided by USWeb/CKS on December 12, 1999. In addition, until at least March 1, 2005 the Company will maintain in effect the USWeb/CKS policies of directors' and officers' liability insurance in effect as of March 1, 2000 with respect to claims arising from facts or events that occur on or before the effective date of the merger. The Company is not, however, required to expend more than 200% of the USWeb/CKS annual premium in effect as of March 1, 2000 for such insurance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Amended and Restated Certificate of Incorporation of the Company. 4.2 Third Amended and Restated Bylaws of the Company, incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed December 29, 2000. 4.3 Specimen stock certificate representing common stock, incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (No. 333-36827). 4.4 Form of USWeb Corporation Employee Retention Bonus Program. 5.1 Opinion of Katten Muchin Zavis as to validity of the securities being registered. 23.1 Consent of KPMG LLP. 23.2 Consent of Katten Muchin Zavis (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS. The registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually, or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (b) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (d) That, for the purposes of determining any liability under the 1933 Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (e) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on the 30th of January, 2001. marchFIRST, INC. By: /s/ Robert F. Bernard ------------------------------------------ Robert F. Bernard Chairman and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Robert F. Bernard and Peter Murphy and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution, to sign on his or her behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the SEC under the Securities Act, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as each might or could do in person, hereby ratifying and confirming each act that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on January 30, 2001. /s/ Robert F. Bernard - ---------------------------- CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE Robert F. Bernard BOARD OF DIRECTORS (PRINCIPAL EXECUTIVE OFFICER) /s/ Peter Murphy - ---------------------------- CHIEF FINANCIAL OFFICER AND TREASURER Peter Murphy (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) /s/ Edward V. Szofer - ---------------------------- DIRECTOR, PRESIDENT AND SECRETARY Edward V. Szofer /s/ Paul D. Carbery - ---------------------------- DIRECTOR Paul D. Carbery /s/ Neil Garfinkel - ---------------------------- DIRECTOR Neil Garfinkel /s/ Barbara A. Jack - ---------------------------- DIRECTOR Barbara A. Jack /s/ Joseph Marengi - ---------------------------- DIRECTOR Joseph Marengi /s/ W. Barry Moore - ---------------------------- DIRECTOR W. Barry Moore /s/ John R. Torell III - ---------------------------- DIRECTOR John R. Torell III /s/ David Stanton - ---------------------------- DIRECTOR David Stanton /s/ David P. Storch - ---------------------------- DIRECTOR David P. Storch INDEX TO EXHIBITS
Exhibit Numbers Description ------- ------------ 4.1 Amended and Restated Certificate of Incorporation of the Company. 4.4 Form of USWeb Corporation Employee Retention Bonus Program. 5.1 Opinion of Katten Muchin Zavis as to validity of the securities being registered. 23.1 Consent of KPMG LLP. 23.2 Consent of Katten Muchin Zavis (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page).
EX-4.1 2 a2034281zex-4_1.txt AMENDED AND RESTATED CERTIFICATE OF INCORP. EXHIBIT 4.1 (Conformed copy giving effect to all amendments since the date of this Restated Certificate of Incorporation) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF marchFIRST, INC. (original Amended and Restated Certificate of Incorporation filed May 2, 1996) marchFIRST, Inc. (the "CORPORATION") was originally incorporated in the State of Delaware on December 19, 1991 under the name "Whittman-Hart Corporation II". The Corporation does hereby certify as follows: FIRST: The name of the Corporation is marchFIRST, Inc. SECOND: The registered office of the Corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle. The name of its registered agent shall be The Corporation Trust Company. THIRD: The Corporation shall engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: A. AUTHORIZED SHARES. The total number of shares of all classes of stock which the Corporation shall have authority to issue is five hundred three million (503,000,000) shares, consisting of five hundred million (500,000,000) shares of Common Stock, $.001 par value per share (the "Common Stock"), and three million (3,000,000) shares of Preferred Stock, $.001 par value per share (the "Preferred Stock"). B. REDEEMABLE PREFERRED STOCK. The powers, preferences and rights and the qualifications, limitations and restrictions relating to the Redeemable Preferred Stock are as follows: 1. DIVIDENDS AND DISTRIBUTIONS. (a) Each holder of record of Redeemable Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available therefor, cash dividends at the rate of 10% per annum from August 29, 1995 on the Stated Value (as hereinafter defined), and no more ("Redeemable Preferred Dividends"). The "Stated Value" means $23.01 per share. Redeemable Preferred Dividends shall accrue on a daily basis, whether or not the Corporation shall have earnings or surplus at the time, and shall cumulate whether or not declared, until declared and paid, which declaration and payment may be for all or part of the then accumulated Redeemable Preferred Dividends; PROVIDED, HOWEVER, that upon the conversion of any shares of Redeemable Preferred Stock into shares of Common Stock under Section 4 hereof, all Redeemable Preferred Dividends shall cease to accrue on such shares of Redeemable Preferred Stock and any accumulated and unpaid Redeemable Preferred Dividends on such shares of Redeemable Preferred Stock converted shall cease to be accrued, shall not be paid and shall be canceled. (b) In the event that all accumulated Redeemable Preferred Dividends on the Redeemable Preferred Stock have not been declared and paid or set apart for payment, the Corporation shall not declare or pay or set apart for payment any dividends or make any other distributions on, or make any payment on account of the purchase, redemption or other retirement of any other class of stock or series thereof of the Corporation ranking, as to dividends or as to distributions in the event of a liquidation, dissolution or winding up of the Corporation, junior to the Redeemable Preferred Stock until all such accumulated Redeemable Preferred Dividends on the Redeemable Preferred Stock shall have been paid or declared and set apart for payment; PROVIDED, HOWEVER, that the foregoing shall not apply to (i) any dividend payable solely in any shares of any stock ranking, as to dividends and as to distributions in the event of a liquidation, dissolution or winding up of the Corporation, junior to the Redeemable Preferred Stock; (ii) the acquisition of shares of any stock ranking, as to dividends or as to distributions in the event of a liquidation, dissolution or winding up of the Corporation, junior to the Redeemable Preferred Stock either (A) pursuant to any employee incentive or benefit plan or arrangement (including any employment agreement or stock transfer restriction agreement with employees) of the Corporation or of any subsidiary of the Corporation heretofore or hereafter adopted; or (B) in exchange solely for shares of any other stock ranking, as to dividends and as to distributions in the event of a liquidation, dissolution or winding up of the Corporation, junior to the Redeemable Preferred Stock. 2. VOTING RIGHTS. In addition to the vote required by law, each holder of record of Redeemable Preferred Stock shall be entitled to the following voting rights: (a) Each holder of record of Redeemable Preferred Stock shall be entitled to vote on all matters submitted to a vote of the stockholders of the Corporation, voting together with the holders of Common Stock as a single class. Each holder of record of each share of Redeemable Preferred Stock shall be entitled to that number of votes as is equal to the number of shares of Common Stock into which such share of Redeemable Preferred Stock could be converted on the record date for determining the stockholders entitled to vote, or if no record date is established, as of the date such vote or any written consent is solicited or executed. (b) Without the approval of holders of at least a majority of the shares of the Redeemable Preferred Stock then outstanding, voting together as a class, the Corporation will not (A) issue any securities which will, with respect to dividend rights or rights on liquidation, winding up and dissolution, rank senior to, or on a parity with, the Redeemable Preferred Stock, or any obligation or security convertible into or evidencing the right to purchase any securities senior to, or on a parity with, the Redeemable Preferred Stock or which will provide for mandatory redemption prior to the redemption of the Redeemable Preferred Stock; or (B) alter, amend or repeal any provision of this Amended and Restated Certificate of Incorporation (including any such alteration, amendment or repeal effected by any merger or consolidation), if such amendment, alteration or repeal would alter or change the powers, preferences or special rights with respect to the shares of Redeemable Preferred Stock in a manner adverse to the holders thereof; or (C) alter, amend or modify this section 2(b). -2- 3. LIQUIDATION RIGHTS. (a) Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any Preferred Stock or Common Stock, the holders of Redeemable Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount per share of Redeemable Preferred Stock equal to the sum of the Stated Value plus all accrued but unpaid Redeemable Preferred Dividends thereon (the "Liquidation Preference") and no more. (b) A merger or consolidation of the Corporation with or into any other corporation, a merger or consolidation of any other corporation with or into the Corporation or a sale, lease, exchange or other transfer of all of or any portion of the assets of the Corporation, shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation for purposes of this Section 3, but the holders of Redeemable Preferred Stock shall nevertheless be entitled in the event of any such merger or consolidation to the rights provided by Section 4(f). 4. CONVERSION. The holders of the Redeemable Preferred Stock shall have the following rights and obligations with respect to the conversion of the Redeemable Preferred Stock into shares of Common Stock: (a) AUTOMATIC CONVERSION INTO COMMON STOCK. All Redeemable Preferred Stock shall automatically convert into Common Stock at the then applicable Conversion Price immediately prior to the closing of a sale of Common Stock pursuant to a registration statement declared effective by the Securities and Exchange Commission (the "Conversion Date"), if (i) the aggregate sale proceeds from such sale of Common Stock exceeds $20 million and (ii) the price per share of Common Stock is (A) if such offering is consummated on or prior to December 31, 1996, at least $8.75 (as appropriately adjusted for splits and combinations of Common Stock) or (B) if such offering is consummated after December 31, 1996, at least $11.505 per share of Common Stock (as appropriately adjusted for splits and combinations of Common Stock). (b) OPTIONAL CONVERSION INTO COMMON STOCK. A holder of shares of Redeemable Preferred Stock shall be entitled, at any time (including at any time after a date scheduled for the redemption of such Redeemable Preferred Stock but before payment of the redemption price therefor), to convert any share or shares of Redeemable Preferred Stock into shares of Common Stock, computed by multiplying the number of such Redeemable Preferred Stock to be converted by $5.7525 and dividing the result by the Conversion Price then in effect. Each conversion of Redeemable Preferred Stock will be deemed to have been effected as of the close of business on the date on which the holder of Redeemable Preferred Stock has delivered a written notice requesting their conversion at the principal office of the Corporation, such delivery to be effective upon receipt (the "Optional Conversion Date"). On and after the Optional Conversion Date, the Person entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock into which such shares of Redeemable Preferred Stock have been converted. As soon as possible after the Optional Conversion Date (but in any event within five business days), the Corporation will deliver to the converting holder a notice confirming such conversion and a duly executed -3- certificate evidencing the Common Stock into which the Redeemable Preferred Stock has been converted. The conversion of Redeemable Preferred Stock into Common Stock will be made without charge to the converting holder. (c) CONVERSION PRICE. The initial Conversion Price shall be $5.7525. In order to prevent dilution of the conversion rights granted, the Conversion Price shall be subject to adjustment from time to time. If at any time the Corporation issues or sells, or is deemed to have issued or sold, any Common Stock (other than Excluded Securities (as hereinafter defined)) ("Additional Stock") for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale the Conversion Price shall be reduced, in order to increase the shares of Common Stock into which the Redeemable Preferred Stock is convertible, to that amount determined by multiplying such Conversion Price in effect immediately prior to such sale or issuance of Additional Stock by a fraction (i) the numerator of which shall be the shares of Common Stock outstanding immediately prior to such sale or issuance, plus the shares of Common Stock which the aggregate purchase price for such Additional Stock so sold or issued would purchase at the Conversion Price in effect immediately prior to such issuance and (ii) the denominator of which shall be the shares of Common Stock outstanding immediately prior to such sale or issuance plus the shares of Additional Stock so sold or issued. (d) ANTI-DILUTION-ADJUSTMENTS. (i) ISSUANCE OF RIGHTS OR OPTIONS. If the Corporation in any manner grants any rights or options to subscribe for or to purchase Common Stock or any other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable securities being herein called "Convertible Securities") and the price per share for which Common Stock is issuable upon the exercise of such options or upon conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of this paragraph, the "price per share for which shares are issuable" shall be determined by dividing (A) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when shares are actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities. -4- (ii) ISSUANCE OF CONVERTIBLE SECURITIES. If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of this paragraph, the "price per share for which common stock is issuable" shall be determined by dividing (A) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration if any, payable to the Corporation upon the conversion or exchange thereof, by (B) the total maximum shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Conversion Price shall be made when shares are actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions, no further adjustment of the Conversion Price shall be made by reason of such issue or sale. (iii) CHANGE IN OPTION PRICE OR CONVERSION PRICE. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock change at any time, and such change is not due solely to the operation of anti-dilution provisions similar in nature to those set forth in this Section 4(d), the Conversion Price in effect at the time of such change shall be readjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. (iv) TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED CONVERTIBLE SECURITIES. Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Security without the exercise of any such Option or right, the Conversion Price then in effect hereunder shall be adjusted to the Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued. (v) CALCULATION OF CONSIDERATION RECEIVED. If any Additional Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Corporation therefor. In case any Additional Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of consideration other than cash received by the Corporation shall be the fair value of such consideration as determined by the unanimous decision of the Board of Directors. If any Additional Stock, Option or Convertible Security is issued in connection with any merger in which the Corporation is the surviving entity, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Additional Stock, -5- Options or Convertible Securities, as the case may be, as reasonably determined by the Board of Directors. (vi) INTEGRATED TRANSACTIONS. In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties thereto, the Option shall be deemed to have been issued for the consideration determined by the unanimous decision of the Board of Directors. (vii) CERTAIN EXCEPTIONS. Anything herein to the contrary notwithstanding, no adjustment may be made to the Conversion Price by reason of (A) the issuance of Common Stock upon conversion of Redeemable Preferred Stock, (B) the issuance of Common Stock pursuant to the options and awards described in Section 5.5(a) (vii) of the Unit Contribution Agreement among the Corporation, Whittman-Hart, Ltd., Robert Bernard, F-WH Corporation and PVP-WH Corporation dated as of December 28, 1995, a copy of which will be provided to any stockholder who so requests, (C) the issuance of Employee Warrants, (D) the issuance of Common Stock upon exercise of Employee Warrants and (E) the issuance of Common Stock for which adjustments have been made in accordance with subparagraph (i) or (ii) of this Section 4(d) (the securities referred to in this subparagraph (vii) are herein referred to as the "excluded securities"). (e) SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Corporation at any time subdivides its outstanding Common Stock into a greater number or combines its outstanding Redeemable Preferred Stock into a lesser number, the Conversion Price in effect immediately prior to such subdivision or combination shall be proportionately reduced, and if the Corporation at any time combines its outstanding Common Stock into a lesser number or subdivides its outstanding Redeemable Preferred Stock into a larger number, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. (f) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. Any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Corporation's assets to another Person which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an "Organic Change." Prior to the consummation of any Organic Change, the Corporation shall make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Redeemable Preferred Stock) to insure that each of the holders of Redeemable Preferred Stock shall thereafter have the right to acquire and receive, in lieu of or in addition to the Common Stock immediately theretofore acquirable and receivable upon the conversion of such holder's Redeemable Preferred Stock, such shares of stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had converted its Redeemable Preferred Stock immediately prior to such Organic Change. In any such case, the Corporation shall make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Redeemable Preferred Stock then outstanding) to insure that the provisions of this Section shall thereafter be applicable to the Redeemable Preferred Stock (including, in the case of any such consolidation, merger or sale in which the successor or purchasing entity is other than the Corporation, an immediate adjustment of the Conversion Price in accordance with -6- Section 4(c) based upon the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon conversion of Redeemable Preferred Stock, if the value so reflected is less than the Conversion Price in effect immediately prior to such consolidation, merger or sale). The Corporation shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Corporation) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form reasonably satisfactory to the holders of a majority of the Redeemable Preferred Stock then outstanding), the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire. (g) NOTICES. Immediately upon any adjustment of the Conversion Price, the Corporation shall give written notice thereof to all holders of Redeemable Preferred Stock. The Corporation shall give written notice to all holders of Redeemable Preferred Stock as soon as possible but in any event at least 10 days prior to the date on which the Corporation (i) makes any distribution solely upon Common Stock, or (ii) makes any pro rata subscription offer solely to holders of Common Stock. The Corporation shall also give written notice to the holders of Redeemable Preferred Stock as soon as possible but in any event at least 10 days prior to the date on which any Organic Change is intended to take place. 5. REDEMPTION. (a) A holder of Redeemable Preferred Stock may elect, by written notice delivered to the Corporation, to require the Corporation to redeem all (but not less than all) of the Redeemable Preferred Stock then held by such holder. Such election may be made at any time after the earlier of (i) the date on which a Change in Control (as hereinafter defined) occurs, (ii) the occurrence of an Event of Noncompliance as defined in the Unit Contribution Agreement among the Corporation, Whittman-Hart, Ltd., Robert Bernard, F-WH Corporation and PVP-WH Corporation dated as of December 28, 1995, a copy of which will be provided to any stockholder who so requests, or (iii) July 31, 2000. In the event that the holder of Redeemable Preferred Stock makes an election under this subsection, the Corporation shall redeem the Redeemable Preferred Stock held by such holder on a date mutually agreed to by the Board of Directors and the holder of the Redeemable Preferred Stock, but in any event not later than sixty days after the delivery of the aforesaid notice. The redemption price for each share of Redeemable Preferred Stock redeemed shall be an amount equal to the Liquidation Preference with respect to such Redeemable Preferred Stock. "Change in Control" means (i) the acquisition by any Person(s) (as hereinafter defined), other than Robert Bernard, of the right, by virtue of ownership of voting securities of the Corporation or otherwise, to elect or designate a majority of the members of the Board of Directors, (ii) the approval by stockholders of the Corporation of an agreement to merge or consolidate with another corporation, unless following the consummation of such merger or consolidation Robert Bernard continues to have the right, by virtue of his ownership of voting securities or otherwise, to elect or designate a majority of the members of the Board of Directors of the surviving corporation, or (c) the sale, in one or more transactions, of an aggregate of 400,000 or more shares of Common Stock. "PERSON" means any natural person, corporation, firm, joint venture, limited liability company, partnership, trust, unincorporated association, government or any department or agency of government. -7- (b) At any time after July 31, 2002, the Board of Directors may elect, by written notice delivered to any holder of Redeemable Preferred Stock then outstanding, to cause the Corporation to redeem all (but not less than all) the Redeemable Preferred Stock then held by such holder. In the event that the Board of Directors causes the Corporation to make an election under this subsection, the Corporation shall redeem the Redeemable Preferred Stock held by such holder on a date mutually agreed to by the Board of Directors and the holder of the Redeemable Preferred Stock, but in any event not later than five business days after the delivery of the aforesaid notice. The redemption price for each share of Redeemable Preferred Stock redeemed shall be the Stated Value. (c) In the event that the Redeemable Preferred Stock of any holder is required to be redeemed as a result of an election under subsection (a) or subsection (b), the Board of Directors shall cause a notice to be delivered to all the stockholders, which notice shall disclose the required redemption and the date on which the redemption is required to be effected (the "Redemption Date"). Such notice shall be given not later than 20 days prior to the Redemption Date. On the redemption date, the Corporation shall pay to each stockholder whose Redeemable Preferred Stock is required to be redeemed on such date, by wire transfer of immediately available funds, an amount equal to one-third of the aggregate redemption price owing to such holder on such date (determined in accordance with subsection (a) or subsection (b), whichever applies). The remainder of the redemption price shall be payable by the Corporation in two equal installments on the first and second anniversaries of the Redemption Date, together with interest at the rate of 10% per annum. The Corporation may, at its option, prepay, in whole or in part, the redemption price at any time after the Redemption Date. Prepayments shall be applied first to accrued interest on that portion of the redemption price being prepaid and the remainder to the prepayment of the redemption price. 6. REISSUANCE FOLLOWING CONVERSION PROHIBITED. The reissuance of shares of Redeemable Preferred Stock following their conversion into Common Stock is prohibited, and upon the filing of a certificate stating that such reissuance is prohibited and reciting the retirement of such shares, all reference to such shares in this Amended and Restated Certificate of Incorporation shall be eliminated. C. REFERRED STOCK. The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a "PREFERRED STOCK DESIGNATION"), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation. D. COMMON STOCK. Except as otherwise provided by the General Corporation Law of the State of Delaware, by this Amended and Restated Certificate of Incorporation or any amendments thereto or by a Preferred Stock Designation, all of the voting -8- power of the Corporation shall be vested in the holders of the Common Stock, and each holder of Common Stock shall have one (1) vote for each share of Common Stock held by such holder on all matters voted upon by the stockholders. FIFTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized and empowered, in the manner provided in the By-Laws of the Corporation, to make, alter, amend and repeal the By-Laws of the Corporation in any respect not inconsistent with the laws of the State of Delaware or with this Amended and Restated Certificate of Incorporation. In addition to the powers and authorities hereinbefore or by statute expressly conferred upon it, the Board of Directors may exercise all such powers and do all such acts as may be done by the Corporation, subject, nevertheless, to the provisions of the laws of the State of Delaware, this Amended and Restated Certificate of Incorporation and the By-Laws of the Corporation. SIXTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them, and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code, or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manners as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation as the case may be, and also on this Corporation. SEVENTH: The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation. Election of directors need not be by ballot unless the By-Laws of the Corporation shall so provide. Meetings of stockholders may be held within or outside of the State of Delaware, as the By-Laws of the Corporation may provide. EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. -9- If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of directors shall be eliminated or limited to the full extent authorized by the General Corporation Law of the State of Delaware, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. NINTH: A. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. For purposes of this Amended and Restated Certificate of Incorporation, the term "Whole Board" shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships. The directors, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be divided into three (3) classes, with the term of office of the first class to expire at the Corporation's 1997 annual meeting of stockholders, the term of office of the second class to expire at the Corporation's 1998 annual meeting of stockholders and the term of office of the third class to expire at the Corporation's 1999 annual meeting of stockholders. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. B. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise provided by law or by resolution of the Board of Directors, be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been chosen expires. No decrease in the authorized number of directors shall shorten the term of any incumbent director. C. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the by-laws of the Corporation. D. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any directors, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least sixty-six percent (66%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. -10- TENTH: Indemnification of Directors and Officers. A. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "Indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section C of this ARTICLE TENTH with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. B. RIGHTS TO ADVANCEMENT OF EXPENSES. The right to indemnification conferred in Section A of this ARTICLE TENTH shall include the right to be paid by the Corporation the expenses (including attorneys' fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an "Advancement Of Expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an "Undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "Final Adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section B or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this ARTICLE TENTH shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators. C. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section A or B of this ARTICLE TENTH is not paid in full by the corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the -11- indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article TENTH or otherwise shall be on the Corporation. D. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE TENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Amended and Restated Certificate of Incorporation, the Corporation's By-Laws, agreement, vote of stockholders or disinterested directors or otherwise. E. INSURANCE. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. F. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this ARTICLE TENTH with respect to the indemnification and advancement of expenses of directors and officers of the Corporation. ELEVENTH: No amendment or repeal of Article EIGHTH or TENTH of this Amended and Restated Certificate of Incorporation shall apply to or have any effect on the right of any individual referred to in Article EIGHTH or TENTH for or with respect to acts or omissions of such individual occurring prior to such amendment or repeal. TWELFTH: The Corporation expressly elects to be governed by Section 203 of the General Corporation Law of the State of Delaware, provided that this Article TWELFTH shall not apply -12- to any business combination (as defined in said Section 203) between the Corporation and any person who became an interested stockholder (as defined in said Section 203) of the Corporation on or prior to April 3, 1996. THIRTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. This Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of the Corporation's Certificate of Incorporation, has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, WHITTMAN-HART, INC. has caused this certificate to be executed by its Vice President this 30th day of April, 1996. WHITTMAN-HART, INC. By: /s/ Edward V. Szofer ---------------------------------------- Edward V. Szofer, Vice President -13- EX-4.4 3 a2034281zex-4_4.txt FORM OF BONUS PROGRAM EXHIBIT 4.4 USWEB CORPORATION FORM OF EMPLOYEE RETENTION BONUS PROVISION CONTAINED IN CERTAIN ACQUISITION AGREEMENTS(1) In connection with its merger with USWeb Corporation ("USWeb/CKS"), marchFIRST assumed an obligation to issue shares of common stock as retention bonuses to certain employees and consultants of USWeb/CKS. These bonuses are governed by provisions found in acquisitions consummated by USWeb/CKS and are substantially in the form set forth below. Terms not otherwise defined herein shall have the meanings set forth in Annex A which is attached hereto and incorporated by reference herein. In connection with hiring the employees and maintaining certain consultants of the acquired company, (each such employee and consultant a "New Employee"(2)), USWeb Corporation ("USWeb") agrees to issue to each of them a bonus payable in USWeb common stock in accordance with the terms of the Agreement(3). The bonus payment described in this paragraph shall be made to such New Employee on the earlier to occur of: (i) in the event that the New Employee's employment by USWeb or any wholly owned subsidiary of USWeb terminates before the date three years(4) subsequent to the date of this agreement (the "Agreement"), on the date of such termination (but only that number of shares required pursuant to the Agreement), (ii) if on the date three years subsequent to the date of the Agreement USWeb shall have a class of equity securities that has been publicly traded on a national securities exchange or quotation system for at least 180 days, then on such date three years subsequent to the date of this Agreement and, (iii) in the event that on the date three years subsequent to the date of this Agreement(5) USWeb shall not have a class of equity securities that has been publicly traded on a national securities exchange or quotation system for at least 180 days, then on the first business day after the date three years subsequent to the date of this Agreement that USWeb shall have a class of equity securities that has been publicly traded on a national securities exchange or quotation system for 180 days(6). Such bonus shall be, as to each New Employee, for such number of shares of USWeb common stock as shall be equal, on the date paid, and in the good faith judgment of USWeb's Board of Directors, to the aggregate exercise price of the exercisable portion of the option granted to the New Employee described elsewhere in the Agreement. - -------- (1) The acquisition agreements which collectively form the USWeb Corporation Employee Retention Bonus Program are listed on Annex A which is attached hereto and incorporated by reference herein. (2) Agreement 126 expands the definition of "New Employee" to include Tony P. Goodman. (3) With the respect to Agreement 103, Agreement 107, Agreement 127, Agreement 129, Agreement 130, Agreement 133, and Agreement 138, the second sentence of the bonus provision is revised to read in its entirety as follows: The Stock Bonus shall be paid to such New Employee on the earlier of: (i) the date of termination of the New Employee's employment by USWeb (but only that number of shares required pursuant to this paragraph), or (ii) the date three years subsequent to the date on which the effective time occurs. (4) In Agreement 109, Agreement 117, Agreement 118, Agreement 119, Agreement 122 the Innomate Agreement, Agreement 123, Agreement 126, Agreement 120 (the "Five Year Agreements") and Agreement 102 the measuring period is five years. (5) With respect to the Five Year Agreements, the second sentence of the bonus provision is amended to include a new item (iv) which is set forth below: (iv) the date five years subsequent to the date on which the effective time occurs. (6) With respect to Agreement 111 and the DreamMedia Agreement, subclause (ii) of the preceding sentence is deleted and replaced with the following: (ii) if USWeb shall have a class of equity securities that has been publicly traded on a national exchange or quotation system for at least 180 days and the New Employee exercises or has previously exercised options granted to such New Employee in accordance with this agreement, then on such dates as such New Employee may request with respect to the bonus payment for such related exercised options. ANNEX A ACQUISITION AGREEMENTS, WHICH CONTAIN EMPLOYEE RETENTION BONUS PROVISIONS (1) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 101, XCom Corporation and Certain Individuals, dated as of March 16, 1997, (2) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 106, NewLink Communications Corporation and Certain Individuals, dated as of March 31, 1997 ("Agreement 106"), (3) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 102, Infopreneurs Inc. and Certain Individuals, dated as of March 31, 1997 ("Agreement 102"), (4) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 103, FETCH Interactive, Inc. and Certain Individuals, dated as of March 31, 1997 ("Agreement "103"), (5) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 104, USWeb Cosmix, Inc. and Certain Individuals, dated as of March 31, 1997 ("Agreement 104"), (6) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 107, Internetoffice, LLC and Certain Individuals, dated as of April 30, 1997 ("Agreement 107"), (7) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 105, Networkers Corporation and Certain Individuals, dated as of June 30, 1997 ("Agreement 105"), (8) Agreement and Plan of Reorganization by and Among USWeb Corporation, USWeb Acquisition Corporation 110, Multimedia Marketing & Design Inc. and Certain Individuals, dated July 1, 1997, (9) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 114, Synergetix Systems Integration, Inc. and Certain Individuals, dated as of July 31, 1997 ("Agreement 114"), (10) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 111, KandH, Inc. and Certain Individuals, dated as of August 29, 1997 ("Agreement 111"), (11) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 111, DreamMedia, Inc. and Certain Individuals, dated August 29, 1997, (the "DreamMedia Agreement") (12) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 113 and Internet Cybernautics, Inc., dated as of August 31, 1997 ("Agreement 113"), (13) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 109, NETPHAZ, L.L.C. and certain individuals, dated as of September 29, 1997 ("Agreement 109"), (14) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 119, Online Marketing Company and Certain Individuals, dated as of September 30, 1997 ("Agreement 119"), (15) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 117, Zendatta, Inc. and Certain Individuals, dated as of September 30, 1997 ("Agreement 117"), (16) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 118, W3- design corporation and Certain Individuals, dated as of October 10, 1997 ("Agreement 118"), (17) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 112, Reach Networks, Inc. and Certain Individuals, dated October 24, 1997, (18) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 122, USWeb - Apex, Inc. and Certain Individuals, dated as of dated as of October 29, 1997 ("Agreement 122"), (19) Stock Purchase Agreement for the Acquisition of Innomate Online Marketing GmbH and Innomate Online Marketing Sachsen GmbH Chemnitz by and among USWeb Corporation, Ophelia 97 Vermoegensverwaltungs GmbH, InnoMate Online Marketing GmbH, Innomate Online GmbH and Certain Individuals, dated as of February 27, 1998 (the "Innomate Agreements"), (20) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 125, Ikonic Interactive, Inc., CMG Information Services and Certain Individuals, dated as of March 24, 1998 ("Agreement 125"), (21) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 123, Quest Interactive Media, Inc. and Certain Individuals, dated March 24, 1998 ("Agreement 123"), (22) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 126, Ensemble Corporation and Certain Individuals, dated as of March 27, 1998 ("Agreement 126"), (23) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 127, Kallista, Inc. and Certain Individuals, dated as of April 20, 1998 ("Agreement 127"), (24) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 120, USWSJ, Inc. and Certain Individuals, dated as of May 12, 1998 ("Agreement 120"), (25) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 129, Nutley Systems, Inc. and Certain Individuals, dated as of June 30, 1998 ("Agreement 129"), (26) Acquisition Agreement by and among USWeb Corporation, USWeb Acquisition Corporation 124, USWeb Acquisition Corporation 124A, Tucker Network Technologies, Inc. and Certain Individuals, dated as of July 14, 1998 ("Agreement 124A"), (27) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 130, Metrix Communications, LLC, Metrix, Inc., National Application Concepts, LLC, William King and Certain Individuals, dated as of August 19, 1998 ("Agreement 130"), (28) Agreement and Plan of Reorganization by and among USWeb Canada Corporation, USWeb USWeb Acquisition Corporation 133, Internetworking Systems Group, Inc. and Certain Individuals, dated as of January 8, 1999 ("Agreement 133"), (29) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 138, Modern Business Technology, Inc., Modern Business Technology, LLC and Certain Individuals, dated as of April 15, 1999 ("Agreement 138"). EX-5.1 4 a2034281zex-5_1.txt OPINION OF KATTEN EXHIBIT 5.1 [LETTERHEAD OF KATTEN MUCHIN ZAVIS] January 30, 2001 marchFIRST, Inc. 311 South Wacker Drive, Ste 3500 Chicago, Illinois 60606-6618 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: We have represented marchFIRST, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to 13,000,000 shares of the Company's Common Stock,par value $.001 per share ("Common Stock"),which may be issued from time to time in connection with the USWeb Corporation Employee Retention Bonus Provision contained in those agreements listed on Exhibit A attached hereto (the "Provisions") and which relate to shares of Common Stock the Company may be obligated to issue as retention bonuses to certain employees and consultants in connection with acquisitions consummated by USWeb Corporation. In connection with this opinion, we have relied as to matters of fact, without investigation, upon certificates of public officials and others and upon affidavits, certificates and written statements of directors, officers and employees of, and the accountants for, the Company. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such instruments, documents and records as we have deemed relevant and necessary to examine for the purpose of this opinion, including (a) the Registration Statement, (b) the Amended and Restated Certificate of Incorporation of the Company, (c) the Third Amended and Restated Bylaws of the Company, (d) records of proceedings and actions of the Company's Board of Directors, and (e) the Provisions. In connection with this opinion, we have assumed the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the due authority of the parties signing such documents, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies. Based upon and subject to the foregoing, it is our opinion that the 13,000,000 shares of Common Stock, when issued by the Company in accordance with the terms of the Provisions, will be validly issued, fully paid and non-assessable shares of Common Stock. marchFIRST, Inc. January 30, 2001 Page 2 Our opinion expressed above is limited to the General Corporation Law of the State of Delaware, and we do not express any opinion concerning any other laws. This opinion is given as of the date hereof, and we assume no obligation to advise you of changes that may hereafter be brought to our attention. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the related rules and regulations promulgated thereunder. Very truly yours, /s/ Katten Muchin Zavis KATTEN MUCHIN ZAVIS EXHIBIT A (1) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 101, XCom Corporation and Certain Individuals, dated as of March 16, 1997, (2) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 106, NewLink Communications Corporation and Certain Individuals, dated as of March 31, 1997, (3) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 102, Infopreneurs Inc. and Certain Individuals, dated as of March 31, 1997, (4) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 103, FETCH Interactive, Inc. and Certain Individuals, dated as of March 31, 1997, (5) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 104, USWeb Cosmix, Inc. and Certain Individuals, dated as of March 31, 1997, (6) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 107, Internetoffice, LLC and Certain Individuals, dated as of April 30, 1997, (7) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 105, Networkers Corporation and Certain Individuals, dated as of June 30, 1997, (8) Agreement and Plan of Reorganization by and Among USWeb Corporation, USWeb Acquisition Corporation 110, Multimedia Marketing & Design Inc. and Certain Individuals, dated July 1, 1997, (9) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 114, Synergetix Systems Integration, Inc. and Certain Individuals, dated as of July 31, 1997, (10) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 111, KandH, Inc.and Certain Individuals, dated as of August 29, 1997, (11) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 111, DreamMedia, Inc. and Certain Individuals, dated August 29, 1997, (12) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 113 and Internet Cybernautics, Inc., dated as of August 31, 1997, (13) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 109, NETPHAZ, L.L.C. and certain individuals, dated as of September 29, 1997, (14) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 119, Online Marketing Company and Certain Individuals, dated as of September 30, 1997, (15) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 117, Zendatta, Inc. and Certain Individuals, dated as of September 30, 1997, (16) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 118, W3- design corporation and Certain Individuals, dated as of October 10, 1997, (17) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 112, Reach Networks, Inc. and Certain Individuals, dated October 24, 1997, (18) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 122, USWeb - Apex, Inc. and Certain Individuals, dated as of dated as of October 29, 1997, (19) Stock Purchase Agreement for the Acquisition of Innomate Online Marketing GmbH and Innomate Online Marketing Sachsen GmbH Chemnitz by and among USWeb Corporation, Ophelia 97 Vermoegensverwaltungs GmbH, InnoMate Online Marketing GmbH, Innomate Online GmbH and Certain Individuals, dated as of February 27, 1998, (20) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 125, Ikonic Interactive, Inc., CMG Information Services and Certain Individuals, dated as of March 24, 1998, (21) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 123, Quest Interactive Media, Inc. and Certain Individuals, dated March 24, 1998, (22) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 126, Ensemble Corporation and Certain Individuals, dated as of March 27, 1998, (23) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 127, Kallista, Inc. and Certain Individuals, dated as of April 20, 1998, (24) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 120, USWSJ, Inc. and Certain Individuals, dated as of May 12, 1998, (25) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 129, Nutley Systems, Inc. and Certain Individuals, dated as of June 30, 1998 (26) Acquisition Agreement by and among USWeb Corporation, USWeb Acquisition Corporation 124, USWeb Acquisition Corporation 124A, Tucker Network Technologies, Inc. and Certain Individuals, dated as of July 14, 1998, (27) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 130, Metrix Communications, LLC, Metrix, Inc., National Application Concepts, LLC, William King and Certain Individuals, dated as of August 19, 1998, (28) Agreement and Plan of Reorganization by and among USWeb Canada Corporation, USWeb USWeb Acquisition Corporation 133, Internetworking Systems Group, Inc. and Certain Individuals, dated as of January 8, 1999, (29) Agreement and Plan of Reorganization by and among USWeb Corporation, USWeb Acquisition Corporation 138, Modern Business Technology, Inc., Modern Business Technology, LLC and Certain Individuals, dated as of April 15, 1999. EX-23.1 5 a2034281zex-23_1.txt CONSENT OF KPMG EXHIBIT 23.1 CONSENT OF KPMG LLP The Board of Directors marchFIRST, Inc.: We consent to the incorporation by reference in this Registration Statement on Form S-8 of marchFIRST, Inc. (formerly Whittman-Hart, Inc.) of our report dated January 24, 2000, except as to Note 17, which is as of March 1, 2000, relating to the consolidated balance sheets of marchFIRST, Inc. and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of earnings, stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 1999, and our report dated March 1, 2000 relating to the consolidated financial statement schedule of valuation and qualifying accounts, which reports appear in the December 31, 1999 annual report on Form 10-K of marchFIRST, Inc. Chicago, Illinois January 29, 2001 -----END PRIVACY-ENHANCED MESSAGE-----