-----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, JgFFVG1VeXKY8Anf4zp+ijfm+QRuRKwl8BcCNjYxujYjcBqp/7J7v2/XbY8Sg9/I rr3W9H0i3/614hZL4ahBVA== 0000914760-99-000129.txt : 19990630 0000914760-99-000129.hdr.sgml : 19990630 ACCESSION NUMBER: 0000914760-99-000129 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990629 EFFECTIVENESS DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITTMAN HART INC CENTRAL INDEX KEY: 0001009403 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 363797833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-81809 FILM NUMBER: 99654961 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 S-8 1 As filed with the Securities and Exchange Commission on June 29, 1999. Registration No. ________ - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- WHITTMAN-HART, INC. ------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE 36-3797833 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 311 SOUTH WACKER DRIVE SUITE 3500 CHICAGO, ILLINOIS 60606-6618 ----------------------------- (Address of principal executive offices) WHITTMAN-HART SAVINGS AND INVESTMENT PLAN ----------------------------------------- (Full Title of the Plan) ROBERT F. BERNARD CHIEF EXECUTIVE OFFICER Telephone number, WHITTMAN-HART, INC. including area code, 311 SOUTH WACKER DRIVE, SUITE 3500 of agent for service: CHICAGO, ILLINOIS 60606-6618 (312) 922-9200 (Name and address of agent for service) - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) Per Share(2) Price(2) Fee - -------------------------------------------------------------------------------- Common Stock, par value $0.001 per share(3) 1,000,000 Shares $26.593 $26,593,000 $7,393.06 - -------------------------------------------------------------------------------- 1 An undetermined number of additional shares may be issued if the anti-dilution adjustment provisions of the Whittman-Hart Savings and Investment Plan become operative. 2 Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Common Stock as quoted on the Nasdaq National Market on June 24, 1999. 3 In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. These securities have no offering price and therefore, pursuant to Rule 457(h)(2) no separate registration fee is required. 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, 1998, 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 Report on Form 10-Q for the quarter ended March 31, 1999, which has heretofore been filed by the Company with the Commission pursuant to the 1934 Act. (3) The Company's Current Report on Form 8-K dated May 10, 1999, which has heretofore been filed by the Company with the Commission pursuant to the 1934 Act. (4) The Company's Schedule 14A Proxy Statement filed April 29, 1999, which has heretofore been filed by the Company with the Commission pursuant to the 1934 Act. (5) Annual Report on Form 11-K of the Whittman-Hart Savings, Inc. and Investment Plan (the "Plan") for the year ended December 31,1997 and for the year ended December 31, 1998. (6) 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 that 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 (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); provided, however, that the documents enumerated above or subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Company's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this Registration Statement or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document 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 other subsequently filed Incorporated Document 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. ------------------------- The securities to be offered are registered under Section 12(g) of the 1934 Act. Item 5. Interest of Named Experts and Counsel. ------------------------------------- Not Applicable Item 6 Indemnification of Directors and Officers. ------------------------------------------ Section 145 of the Delaware General Corporation Law and the Amended and Restated By-laws of the Company provide for indemnification of directors and officers for expenses (including reasonable amounts paid in settlement) incurred in defending actions brought against them. The Company's Amended and Restate Certificate of Incorporation and Amended and Restated Bylaws contain provisions that require the Company to indemnify its directors and officers to the fullest extent permitted by Delaware Law. The Company's Amended and Restated Certificate of Incorporation contains a provision that eliminates, to the fullest extent permitted by Delaware law, the personal liability of each director of the Company to the Company and its stockholders for monetary damages for certain breaches of fiduciary duty. This provision does not affect the director's liability for monetary damages for breaches of the duty of loyalty, actions or omissions not in good faith, knowing violation of law or intentional misconduct, willful or negligent conduct in approving an unlawful dividend, stock repurchase or redemption or obtaining any improper personal benefit. The Company maintains directors and officers liability insurance covering all directors and officers of the Company against claims arising out of the performance of their duties. Item 7. Exemption from Registration Claimed. ----------------------------------- Not applicable. Item 8. Exhibits. -------- Reference is made to the Exhibit Index. Item 9. Undertakings. ------------ The registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement 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. (2) That, for the purpose of determining any liability under the 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. (3) That, for the purposes of determining any liability under the 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. (4) 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. (5) Insofar as indemnification for liabilities arising under the 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 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 Act and will be governed by the final adjudication of such issue. (6) The Company will submit the Plan and any amendments thereto the Internal Revenue Service (the "IRS") in a timely manner and has or will make all changes required by the IRS to qualify the Plan. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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 28th day of June, 1999. WHITTMAN-HART, INC. By: /s/ Robert F. Bernard -------------------------------- Robert F. Bernard Chairman of the Board of Directors and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Whittman-Hart, Inc., hereby severally constitute Robert F. Bernard and Kevin M. Gaskey, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and generally to do all such things in our name and behalf in the capacities indicated below to enable Whittman-Hart, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 28th day of June 1999. Signature Title --------- ----- /s/ Robert Bernard Chairman of the Board of Directors and Robert F. Bernard Chief Executive Officer /s/ Kevin M. Gaskey Chief Financial Officer and Treasurer Kevin M. Gaskey (Principal Financial and Accounting Officer) /s/ Edward V. Szofer President, Secretary and Director Edward V. Szofer /s/ Paul D. Carbery Director Paul D. Carbery /s/ Robert F. Steel Director Robert F. Steel /s/ Larry P. Roches Director Larry P. Roches Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have 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 28th day of June, 1999. WHITTMAN-HART, INC SAVINGS & INVESTMENT PLAN By: WHITTMAN-HART, INC., as Plan Administrator By: /s/ Robert F. Bernard ------------------------------------------- EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 4.1 Amended and Restated Certificate of Incorporation as currently in effect (incorporated herein by reference to Registrant's Registration Statement on Form S-3, as amended, Registration No. 333-1778). 4.2 Second Amended and Restated By-Laws of the Registrant as currently in effect (incorporated herein by reference to Registrant's Registration Statement on Form S-1, as amended, Registration No. 333-1778). 5 Opinion (including consent) of McDermott, Will & Emery. 23.1 Consent of KPMG LLP. 23.2 Consent of McDermott, Will & Emery (included in Exhibit 5). 24 Power of Attorney (included on signature page). EX-5 2 Exhibit 5.1 June 29, 1999 Board of Directors of Whittman-Hart, Inc. 311 South Wacker Drive Suite 3500 Chicago, Illinois 60606-6618 RE: Registration Statement on Form S-8 ---------------------------------- Gentlemen: You have requested our opinion in connection with the above-referenced Registration Statement on Form S-8 (the "Registration Statement") of Whittman-Hart, Inc. (the "Company"), to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, to register 1,000,000 (the "Shares") of the Common Stock of the Company, $.001 par value per share (the "Common Stock"). We have examined or considered all such documents, corporate records, officer's certificates and certificates of public officials, and other instruments as we have deemed necessary or appropriate for the purposes of the opinion set forth below. In addition to the examination outlined above, we have conferred with various officers of the Company and have ascertained or verified, to our satisfaction, such additional facts as we deemed necessary or appropriate for the purposes of this opinion. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance in accordance with the Company's Savings and Investment Plan, will be validly issued, fully paid and non-assessable. Members of our firm are admitted to the practice of law in the State of Illinois and we express no opinion as to the laws of any jurisdiction other than the laws of the State of Illinois and the General Corporation Law of the State of Delaware. We hereby consent to the references to our firm in the Registration Statement and to the filing of this opinion by the Company as an Exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /S/ McDermott, Will & Emery McDERMOTT, WILL & EMERY EX-23.1 3 CONSENT OF KPMG LLP The Board of Directors and Stockholders Whittman-Hart, Inc. The consent to the incorporation by reference in the registration statement on Form S-8 related to the Whittman-Hart, Inc. Savings and Investment Plan of our report dated January 14, 1999, relating to the consolidated balance sheets of Whittman-Hart, Inc. and subsidiaries as of December 31,1998 and 1997, 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, 1998 which report appears in the annual report on Form 10-K of Whittman- Hart, Inc. KPMG LLP ------------------ Chicago, Illinois June 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----