-----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, WqKM7xlylglfU690BFQW0uNA+467E3OFLs63gvlsywAHAULbkEWemwDEakxXjt80 7soRBdGM/gp1rtAFhE2tVw== /in/edgar/work/20000616/0000928385-00-001744/0000928385-00-001744.txt : 20000919 0000928385-00-001744.hdr.sgml : 20000919 ACCESSION NUMBER: 0000928385-00-001744 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20000616 EFFECTIVENESS DATE: 20000616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANSWERTHINK CONSULTING GROUP INC CENTRAL INDEX KEY: 0001057379 STANDARD INDUSTRIAL CLASSIFICATION: [8742 ] IRS NUMBER: 650750100 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39460 FILM NUMBER: 656301 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY DRIVE STREET 2: SUITE 3000 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3053758005 MAIL ADDRESS: STREET 1: 1001 BRICKELL BAY DRIVE STREET 2: SUITE 3000 CITY: MIAMI STATE: FL ZIP: 33131 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on June 16, 2000 Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ANSWERTHINK CONSULTING GROUP, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 65-0750100 (I.R.S. Employer Identification No.) 1001 Brickell Bay Drive Suite 3000 Miami, Florida 33131 (305) 375-8005 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------ AnswerThink Consulting Group, Inc. 1998 Stock Option and Incentive Plan (Full title of the Plan) ------------------------ Ted A. Fernandez Chief Executive Officer and Chairman 1001 Brickell Bay Drive Suite 3000 Miami, Florida 33131 (305) 375-8005 (Name, address and telephone number, including area code, of agent for service) Copy to: James E. Showen, Esq. Hogan & Hartson L.L.P. 555 Thirteenth Street, N.W. Washington, D.C. 20004-1109 (202) 637-5600 ------------------------ CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------ Amount Proposed maximum Proposed maximum Amount of Title of securities to be offering price aggregate offering registration to be registered Registered per share (1) price (1) fee (1) - ------------------------------------------------------------------------------------------------------------------ Common Stock 5,000,000 $ 16.97 $84,850,000 $22,400.40 - ------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- (1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of calculating the amount of registration fee. The proposed maximum offering price per share was determined by calculating the weighted average exercise price of 5,000,000 shares of Common Stock being offered at an exercise price of $16.97 based on the average of the high and low prices per share of the Common Stock on June 13, 2000, as reported on The Nasdaq National Market. - -------------------------------------------------------------------------------- ================================================================================ Pursuant to Instruction E of Form S-8, this registration statement is being filed to register additional securities of the same class as were registered on the Form S-8 filed by the Registrant on December 30, 1998, SEC Registration No. 333-69951, the contents of which are incorporated by reference herein. On February 17, 2000, the Company's Board of Directors approved and adopted an amendment to Section 4 of the AnswerThink Consulting Group, Inc. 1998 Stock Option and Incentive Plan (the "Plan") to increase the number of shares of common stock available for issuance thereunder by 5,000,000 shares. Accordingly, as amended, the total number of shares of common stock available for issuance under the Plan is 15,000,000. On May 10, 2000, the stockholders of the Company approved the amendment to the Plan. PART II Item 8. Exhibits.
Exhibit Number Description ------- ------------------------------------------------- 5 Opinion of Frank A. Zomerfeld, Esq. regarding the legality of the shares being registered. 23.1 Consent of Frank A. Zomerfeld, Esq. (included in his opinion filed as Exhibit 5 hereto). 23.2 Consent of Independent Certified Public Accountants (PricewaterhouseCoopers LLP). 23.3 Consent of Independent Certified Public Accountants (PricewaterhouseCoopers LLP). 23.4 Consent of Independent Auditors (Ernst & Young, LLP). 23.5 Consent of Independent Auditors (Ernst & Young, LLP). 23.6 Consent of Independent Public Accountants (Arthur Andersen, LLP). 24.1 Power of Attorney (included on signature page). 99 Amendment dated May 10, 2000 to the AnswerThink Consulting Group, Inc. 1998 Stock Option and Incentive Plan.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the 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 Miami, State of Florida, on this 16th day of June, 2000. ANSWERTHINK CONSULTING GROUP, INC. By: /s/ Ted A. Fernandez ------------------------------------------------- Ted A. Fernandez Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ted A. Fernandez and John F. Brennan, and each of them, his or her true and lawful attorney-in-fact and agent, with power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with all exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date - --------- ----- ---- /s/ Ted A. Fernandez Chairman of the Board and June 16, 2000 - ------------------------------------ Chief Executive Officer Ted A. Fernandez (Principal Executive Officer) /s/ Allan R. Frank President June 16, 2000 - ------------------------------------ Allan R. Frank /s/ John F. Brennan Executive Vice President, June 16, 2000 - ------------------------------------ Chief Financial Officer John F. Brennan (Principal Accounting and Financial Officer)
/s/ Uysses S. Knotts, III Executive Vice President, June 16, 2000 - ------------------------------------ Ulysses S. Knotts, III Sales and Marketing and Director /s/ David N. Dungan Executive Vice President, June 16, 2000 - ------------------------------------ Chief Operating Officer David N. Dungan /s/ Fernando Montero Director June 16, 2000 - ------------------------------------ Fernando Montero /s/ Edmund R. Miller Director June 16, 2000 - ------------------------------------ Edmund R. Miller /s/ Jeffrey E. Keisling Director June 16, 2000 - ------------------------------------ Jeffrey E. Keisling /s/ Robert J. Bahash Director June 16, 2000 - ------------------------------------ Robert J. Bahash /s/ Bruce V. Rauner Director June 16, 2000 - ------------------------------------ Bruce V. Rauner /s/ Alan T.G. Wix Director June 16, 2000 - ------------------------------------ Alan T.G. Wix /s/ William C. Kessinger Director June 16, 2000 - ------------------------------------ William C. Kessinger
EXHIBIT INDEX
Exhibit Number Description Page ------ ----------- ---- 5 Opinion of Frank A. Zomerfeld, Esq. 23.1 Consent of Frank A. Zomerfeld, Esq. (See Exhibit 5). 23.2 Consent of Independent Certified Public Accountants (PricewaterhouseCoopers LLP). 23.3 Consent of Independent Certified Public Accountants (PricewaterhouseCoopers LLP). 23.4 Consent of Independent Auditors (Ernst & Young, LLP). 23.5 Consent of Independent Auditors (Ernst & Young, LLP). 23.6 Consent of Independent Public Accountants (Arthur Andersen, LLP). 24.1 Power of Attorney (included on signature page). 99 Amendment dated May 10, 2000 to AnswerThink Consulting Group, Inc. 1998 Stock Option and Incentive Plan.
EX-5 2 0002.txt EXHIBIT 5 Exhibit 5 LEGAL OPINION OF FRANK A. ZOMERFELD, ESQ. June 16, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: AnswerThink Consulting Group, Inc. 1998 Stock Option and Incentive Plan Registration Statement on Form S-8 Gentlemen and Ladies: I am Corporate Counsel to AnswerThink Consulting Group, Inc., a Florida corporation (the "Company"). This opinion letter has been prepared in connection with the Company's registration, pursuant to a registration statement on Form S-8 filed with the Securities and Exchange Commission on or about the date hereof (the "Registration Statement"), of 5,000,000 shares (the "Shares") of common stock, $.001 par value per share, of the Company (the "Common Stock") issuable upon the exercise of options granted or to be granted pursuant to the Company's 1998 Stock Option and Incentive Plan (the "Plan"). This letter is furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection with such registration. I am familiar with the Company's corporate affairs and particularly with the Plan. Based upon the above, I am of the opinion that the Shares, when issued and delivered in the manner and on the terms contemplated in the Registration Statement and the Plan (with the Company having received the consideration therefor, the form of which is in accordance with applicable law), will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Nothing herein shall be construed to cause me to be considered an "expert" within the meaning of Section 11 of the Securities Act of 1933, as amended, or the rules thereunder. Very truly yours, /s/ Frank A. Zomerfeld Frank A. Zomerfeld Corporate Counsel EX-23.2 3 0003.txt EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 8, 2000 relating to the consolidated financial statements of AnswerThink Consulting Group, Inc., which appears in AnswerThink Consulting Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Miami, Florida June 12, 2000 EX-23.3 4 0004.txt EXHIBIT 23.3 Exhibit 23.3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 1, 1999, except as to the pooling of interests with triSpan, Inc. which is as of February 26, 1999, and except as to the pooling of interests with THINK New Ideas, Inc. which is as of February 8, 2000 relating to the consolidated financial statements of AnswerThink Consulting Group, Inc., which appears in AnswerThink Consulting Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Miami, Florida June 12, 2000 EX-23.4 5 0005.txt EXHIBIT 23.4 Exhibit 23.4 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 5, 1998, except as to the pooling of interests which is as of November 5, 1999, with respect to the consolidated financial statements for the year ended January 2, 1998 of AnswerThink Consulting Group, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, New York June 14, 2000 EX-23.5 6 0006.txt EXHIBIT 23.5 Exhibit 23.5 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 17, 1999, with respect to the consolidated financial statements for the year ended December 31, 1998 of THINK New Ideas, Inc. included in AnswerThink Consulting Group, Inc.'s Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, New York June 14, 2000 EX-23.6 7 0007.txt EXHIBIT 23.6 Exhibit 23.6 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report on the financial statements of triSpan Inc. and triSpan Software, Inc. dated February 26, 1999 includeded in AnswerThink Consulting Group, Inc.'s Form 10-K filed March 10, 2000 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Philadelphia, Pa. June 12, 2000 EX-99 8 0008.txt EXHIBIT 99 Exhibit 99 AMENDMENT DATED MAY 10, 2000 TO ANSWERTHINK CONSULTING GROUP, INC. 1998 STOCK OPTION AND INCENTIVE PLAN The AnswerThink Consulting Group, Inc. 1998 Stock Option and Incentive Plan is amended as follows: 4.2 Common Stock AnswerThink Consulting Group, Inc. 1998 Stock Option and Incentive Plan (the "Plan") is hereby amended as set forth below: 1. Section 4 of the Plan is hereby amended by deleting the first two sentences thereof and substituting the following therefor: "Subject to adjustment as provided in Section 16 hereof, the number of shares of Stock available for issuance under the Plan shall be (i) 15,000,000, no more than 5,000,000 of which may be issued pursuant to awards of Restricted Stock or Restricted Stock Units and (ii) any shares of Stock that are represented by awards previously granted by the Company, including awards granted under the AnswerThink Consulting Group, Inc. 1997 Stock Option Plan and the AnswerThink Consulting Group, Inc. Restricted Stock Plan as of the Effective Date (the "Prior Plans"). Notwithstanding the foregoing, subject to Section 16 hereof, the maximum aggregate number of shares of Stock available for grants of Incentive Stock Options shall be 15,000,000." 2. In all other respects, the Plan shall remain in full force and effect. Adopted by the Board of Directors on February 17, 2000. Approved by the Shareholders on May 10, 2000. -----END PRIVACY-ENHANCED MESSAGE-----