-----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, PmWfZJDK/O+arAnC3VZwmocU86eQuOqi8TXZ5YJC3EQY5y/bVCh8oNtWFBIcSWQ8 vKWxEX9/OwcWue8jh1d1vg== 0000928385-03-001846.txt : 20030617 0000928385-03-001846.hdr.sgml : 20030617 20030616205912 ACCESSION NUMBER: 0000928385-03-001846 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030617 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANSWERTHINK INC CENTRAL INDEX KEY: 0001057379 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 650750100 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55547 FILM NUMBER: 03746480 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 FORMER COMPANY: FORMER CONFORMED NAME: ANSWERTHINK CONSULTING GROUP INC DATE OF NAME CHANGE: 19980608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANSWERTHINK INC CENTRAL INDEX KEY: 0001057379 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 650750100 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A 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 FORMER COMPANY: FORMER CONFORMED NAME: ANSWERTHINK CONSULTING GROUP INC DATE OF NAME CHANGE: 19980608 SC TO-I/A 1 dsctoia.htm AM. #1 TO THE SC TO-I Am. #1 to the SC TO-I

As filed with the Securities and Exchange Commission on June 16, 2003


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE TO

(Rule 13e-4)

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

 

 

 

ANSWERTHINK, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

 

 

 

Certain Options to Purchase Shares of Common Stock Granted Under the

Answerthink, Inc. 1998 Stock Option and Incentive Plan

(Title of Class of Securities)

 

 

 

036916 10 4

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

 

 

 

Frank A. Zomerfeld, Esq.

Corporate Counsel

Answerthink, Inc.

1001 Brickell Bay Drive

Suite 3000

Miami, Florida 33131

(305) 375-8005

(Name, address and telephone number of person authorized  to receive notices and communications on behalf of filing person)

 

Copy to:

James E. Showen, Esq.

John B. Beckman, Esq.

Hogan & Hartson L.L.P.

555 Thirteenth St., N.W.

Washington, D.C. 20004-1109

(202) 637-5600

 

CALCULATION OF FILING FEE

 


Transaction valuation*   Amount of filing fee

$8,293,832

  $670.97**

 

*   Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 4,070,161 shares of common stock of Answerthink, Inc. representing all of the options that are eligible to participate in the offer as described herein, are exchanged pursuant to this offer. The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, is based on the product of (a) the value of such options calculated based on the Black-Scholes option pricing model as the transaction value ($8,293,832), multiplied by (b) $80.90 per $1,000,000 of the transaction value.
**   Previously paid.

 

¨ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:        Not applicable.

 

Filing party:         Not applicable.

Form or Registration No.:        Not applicable.

 

Date filed:        Not applicable.

 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

¨ third party tender offer subject to Rule 14d-1.

 

x issuer tender offer subject to Rule 13e-4.

 

¨ going-private transaction subject to Rule 13e-3.

 

¨ amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨


TABLE OF CONTENTS

 

Item 12. Exhibits.

 

SIGNATURE

INDEX TO EXHIBITS

Ex. (a)(1)(I)

   Issuer communication to employees of Answerthink dated June 13, 2003.

Ex. (a)(1)(J)    

   Excerpt of email communication to employees of Answerthink dated June 13, 2003.


Table of Contents

 

This amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed with Securities and Exchange Commission on June 11, 2003 by Answerthink, Inc., relating to the offer by Answerthink to exchange certain outstanding stock options to purchase common stock, par value $.001 per share, for restricted stock units.

 

Item 12 to Answerthink, Inc.’s Schedule TO is amended and supplemented to add the following new exhibit, which is filed with this Amendment No.1 to Schedule TO:

 

Item 12. Exhibits.

 

(a)

   (1)    (I)    Issuer communication to employees of Answerthink dated June 13, 2003.
          (J)    Excerpt of email communication to employees of Answerthink dated June 13, 2003.


SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

 

Answerthink, Inc.

/s/    TED A. FERNANDEZ        


Ted A. Fernandez

Chairman and Chief Executive Officer

 

Date: June 16, 2003


Item 12.    Exhibits.

 

Exhibit No.

  

Description


(a)(1)(I)   

Issuer communication to employees of Answerthink dated June 13, 2003.

(a)(1)(J)   

Excerpt of email communication to employees of Answerthink dated June 13, 2003

 

1

EX-99.(A)(1)(I) 3 dex99a1i.htm ISSUER COMMUNICATION Issuer Communication

Exhibit (a)(1)(I)

 

Stock Option Exchange Program

Options for Restricted Stock

Frequently Asked Questions

 

What Options Are Eligible for Exchange?

 

We are offering eligible associates the opportunity to receive restricted stock units in exchange for all eligible options granted under the Answerthink, Inc. 1998 Stock Option and Incentive Plan. Eligible options are defined as options to purchase shares of Answerthink’s common stock having an exercise price of $2.80 or more.

 

Who May Participate in the Offer?

 

You are eligible to participate in the Offer if you (i) hold Eligible Options, (ii) are an active employee of, or on an approved leave of absence from, Answerthink or one of its subsidiaries on both the date hereof and the Expiration Date (iii) are a senior director, a managing director or an executive officer of Answerthink, and (iv) will have been an employee of Answerthink for at least one year as of July 4, 2003.

 

Why Is Answerthink Making the Offer?

 

We are making this Offer to compensate Eligible Employees for their services and to enhance the retentive and incentive impact of outstanding equity compensation awards. Many of our Eligible Employees have current outstanding options with strike prices that are significantly higher than the current market price of our common stock. We believe in giving our employees long-term performance incentives. These options may not be providing such an incentive at this time.

 

Does Answerthink Plan to Grant New Stock Options During the Offer Period?

 

No. Because of the required accounting treatment, participants in this Offer whose tendered options are accepted by us for cancellation will not receive any other stock option grants during the six-month period following the Cancellation Date.

 

How Many Restricted Stock Units Will I Receive in Exchange for Eligible Options That I Tender?

 

You will receive one Restricted Stock Unit for each Eligible Option that you tender pursuant to this Offer.

 

You will not be required to pay cash for the Restricted Stock Units you receive or the shares of common stock you receive upon the vesting of the Restricted Stock Units. However, when your Restricted Stock Units vest, we expect to utilize a portion of the shares otherwise distributable to you to satisfy your withholding tax obligation.

 

What Are Restricted Stock Units?

 

The Restricted Stock Units represent the right to receive shares of our common stock upon vesting. The Restricted Stock Units are considered “restricted” because they are subject to forfeiture and restrictions on transfer prior to vesting and the related distribution of shares. You are not a shareholder as a result of holding Restricted Stock Units, and Restricted Stock Units do not entitle you to vote or receive notices of meeting, and other materials provided to Answerthink stockholders until the Restricted Stock Units vest, at which time the related shares will be distributed to you. The Restricted Stock Units will be granted under the Plan and will be subject to the terms of the Restricted Stock Unit Agreement entered into by you and us. After Restricted Stock Units have vested, and the related shares are distributed to you, you will have stockholder rights (such as voting and dividend rights) with respect to those shares and may transfer or sell the shares, subject to applicable securities laws.


When May I Tender My Options in Exchange for Restricted Stock Units?

 

You may tender options at any time prior to 11:59 p.m., Eastern Time, on Monday, July 14, 2004, or any later expiration date to which we extend the Offer.

 

How Do I Tender My Options?

 

If you decide to tender your options, your properly completed and duly executed Letter of Transmittal and Restricted Stock Unit Agreement must be received by us prior to 11:59 p.m., Eastern Time, on July 14, 2003, at Answerthink, Inc., Human Resources, Attn: Diane Tuccito, 817 W. Peachtree Street, Suite 800, Atlanta, Georgia 30308 (telephone: (404) 682-2444).

 

If we extend the offer beyond that time, we must receive your properly completed and duly executed Letter of Transmittal and Restricted Stock Unit Agreement before the extended expiration of the offer.

 

We reserve the right to reject any or all tenders of options that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, we will accept properly and timely tendered options which are not validly withdrawn. Subject to our rights to extend, terminate and amend the Offer, we will accept all such properly tendered options promptly after the expiration of the Offer.

 

We recommend that if you choose to mail your letter of transmittal, you send it by certified or registered mail. Interoffice mail is not recommended since it can not be tracked. Please keep a copy of all documents. You assume the risk of, and will be responsible for, any lost or delayed mail, whether interoffice or otherwise. Please note that letters of transmittal sent by facsimile machine or over electronic mail will not be accepted.

 

All delivery costs associated with this program are to be incurred at the personal expense of the participating associate. No delivery costs may be charged to Answerthink.

 

Where do I go to find out the number of options and the strike price of my current outstanding option grants?

 

This information will be set forth on Schedule B to this offer to exchange which will be sent to your home address of record once the offering period commences. Additionally, you can access your stock option information either by phone using the Smith Barney Voice Response Unit, or VRU, or on the Internet by accessing www.benefitaccess.com. If you are using the VRU, you will need your social security number and personal identification number, or PIN, number. The Internet will require entry of your user name and a password.

 

If I Decide to Exchange Eligible Options, Do I Have to Exchange All of My Options or Can I Just Exchange Some of Them?

 

If you accept this offer with respect to any Eligible Options, you must tender all Eligible Options.

 

Will Answerthink Accept All Options Offered for Exchange?

 

We reserve the right to reject any or all tenders of options that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, subject to the conditions of the Offer, we will accept all options that are properly and timely tendered and not validly withdrawn. Subject to our rights to extend, terminate and amend the Offer, we will accept all such properly tendered options promptly after the expiration of the Offer.

 

Are There Conditions to the Offer?

 

The Offer is not conditioned on the tender of a minimum number of options. However, the Offer is subject to a number of other conditions with regard to events that could occur before the expiration of the Offer which will be described in Section 6 of the Offer.


When Will I Receive My Restricted Stock Units and the Related Shares of Common Stock?

 

If you properly tender Eligible Options and we accept all options tendered, the grant of the Restricted Stock Units will be effective as of the Expiration Date unless we reject all options tendered in accordance with Section 6 of the Offer. The Restricted Stock Unit Agreement between you and us will evidence your award of Restricted Stock Units. As the Restricted Stock Units vest in accordance with the terms and conditions of the award, the shares of common stock relating to the vested portion of the Restricted Stock Units will be distributed to you by electronic deposit into a book entry account for you with our transfer agent (less any shares withheld to satisfy your withholding tax obligations).

 

What is the Vesting Schedule for the Restricted Stock Units?

 

So long as you remain employed with Answerthink or its subsidiaries, the Restricted Stock Units will vest in three installments over a four-year period with fifty percent (50%) vesting on July 14, 2005, twenty-five percent (25%) vesting on July 14, 2006, and twenty-five percent (25%) vesting on July 14, 2007. Even if your options are currently vested, the Restricted Stock Units you receive will be subject to vesting over this four-year period.

 

For example, assume that you receive 100 Restricted Stock Units in exchange for your Eligible Options. Assuming you are still employed by us on each of the following dates:

 

    On July 14, 2005, 50 Restricted Stock Units will vest.

 

    On July 14, 2006, an additional 25 Restricted Stock Units will vest.

 

    On July 14, 2007, the remaining 25 Restricted Stock Units will vest.

 

What Happens to the Restricted Stock Units if My Employment Terminates?

 

The terms and conditions of the Restricted Stock Units provide that any unvested portion of the grant will be forfeited upon a termination of employment, other than termination by reason of death or permanent and total disability. All unvested Restricted Stock Units shall fully vest upon the death of the holder and the shares of common stock represented thereby shall be deliverable in accordance with the terms of the Plan. Upon the permanent and total disability of the holder of Restricted Stock Units, such Restricted Stock Units shall continue to vest in accordance with the applicable Restricted Stock Unit Agreement for a period of one year after such termination, subject to earlier forfeiture of such Restricted Stock Unit in accordance with the terms of the applicable Restricted Stock Unit Agreement.

 

IF YOUR EMPLOYMENT IS TERMINATED PRIOR TO THE VESTING DATE OF THE RESTRICTED STOCK UNITS, ALL OR A PORTION OF THE UNVESTED RESTRICTED STOCK UNITS MAY BE FORFEITED. IF YOUR EMPLOYMENT IS TERMINATED PRIOR TO THE VESTING DATE OF THE RESTRICTED STOCK UNITS, YOU WILL FORFEIT ALL OF THE RESTRICTED STOCK UNITS THAT HAVE NOT YET VESTED. IN ADDITION, IF YOU TAKE ACTIONS IN COMPETITION WITH ANSWERTHINK WHILE EMPLOYED OR WITHIN SIX MONTHS AFTER TERMINATION OF YOUR EMPLOYMENT, YOU SHALL BE REQUIRED TO FORFEIT TO ANSWERTHINK AN AMOUNT EQUAL TO THE AGGREGATE VALUE THAT YOU RECOGNIZED PURSUANT TO THE VESTING IN RESTRICTED STOCK UNITS DURING THE SIX-MONTH PERIOD PRECEDING YOUR TERMINATION OF SERVICE.

 

What Will Happen to My Options if I Do Not Tender My Options?

 

If you choose not to participate in the Offer, you will continue to hold your existing stock options under the terms of each award as it was granted to you. You will not receive the Restricted Stock Units.


Do I Have to Return a Letter of Transmittal if I Do Not Want to Exchange My Options?

 

No.

 

What Happens if I Tender My Options but My Employment Terminates Before the Expiration Date?

 

If your employment is terminated for any reason (including death or disability) after you tender Eligible Options pursuant to the Offer but prior to the Expiration Date, your participation in the Offer will be automatically cancelled and you will not receive any Restricted Stock Units. In this case, your Eligible Options will be treated as if they had not been tendered, and your Eligible Options will remain outstanding on their existing terms and conditions, subject to the applicable termination provisions contained in the existing stock option award agreements between you and us.

 

Will I Have to Pay Taxes When I Exchange My Options in the Offer?

 

If you are a U.S. taxpayer or resident, you will incur no immediate tax consequences when you exchange your options.

 

What Are the Income and Withholding Tax Consequences of the Vesting of Restricted Stock Units?

 

If you are a U.S. citizen or resident and tender Eligible Options in exchange for Restricted Stock Units, when your Restricted Stock Units vest (and the related shares of common stock are distributed to you), you will recognize ordinary income equal to the fair market value of the shares distributed to you. We will determine the fair market value of the shares based on the closing price of our common stock on the Nasdaq National Market on the date that the shares are distributed to you or, if no sales are reported on that date, on the next preceding day on which any sale shall have been reported.

 

The ordinary income resulting from the vesting of the Restricted Stock Units (and the related distribution of shares) will be reflected in the Form W-2 reported to the Internal Revenue Service for the year in which the payment and/or vesting occurs.

 

At the time you recognize ordinary income on the vesting of the Restricted Stock Units (and the related distribution of shares), you will have an income and payroll withholding tax obligation with respect to that income, much like the obligation that arises when we pay you your salary or a bonus. We expect to utilize a portion of the shares otherwise distributable to you to satisfy your withholding tax obligation.

 

WE RECOMMEND THAT YOU CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF YOUR PARTICIPATION IN THE OFFER.

 

How Will Movements in Answerthink’s Stock Price During the Offer Period Affect the Value of My Options Versus the Restricted Stock Units?

 

The value of a Restricted Stock Unit changes in direct relationship to changes in the price of Answerthink stock, while your options will have value for you only if the stock price appreciates above the relevant exercise prices by the time of the relevant expiration date for each option. Also note that you will receive the same number of Restricted Stock Units as the number of Eligible Options you will give up, and you will not be able to sell the Restricted Stock Units until they vest and the related shares of common stock are distributed to you. As of the time of making this offering, the current price of Answerthink stock is lower than the exercise price of all of your Eligible Options.

 

What Happens to the Restricted Stock Units Versus My Existing Stock Options if There is a Change in Control of Answerthink?

 

Under the terms of the Plan, if, upon the consummation of a change in control (as defined in the Plan), no provision is made to continue the Plan or assume or replace the outstanding Restricted Stock Units with new Restricted Stock Units of a successor entity, then your Restricted Stock Units shall be deemed to have vested and all restrictions and conditions applicable to such shares of Restricted Stock Units shall be


deemed to have lapsed. However, some Eligible Employees may have terms relating to a change in control in Answerthink under their individual employment agreements or other agreements between Answerthink and them that differ from the terms under the Plan described in the preceding sentence. If the terms relating to a change in control in Answerthink under your individual employment agreement or other agreements with Answerthink differ from the terms relating to a change in control under the Plan, the terms relating to a change in control of Answerthink under your individual employment agreement or other agreements with Answerthink shall apply to your Restricted Stock Units. Please review your existing employment agreements carefully.

 

Under the terms of the Plan, if no provision is made to continue the Plan or assume or replace the outstanding options with new options of a successor entity, then, fifteen days prior to the scheduled consummation of a change in control, all stock options outstanding shall become immediately exercisable and shall remain exercisable for a period of fifteen days. If the terms relating to a change in control in Answerthink under your individual employment agreement or other agreements with Answerthink differ from the terms relating to a change in control under the Plan, the terms relating to a change in control of Answerthink under your individual employment agreement or other agreements with Answerthink shall apply to your Restricted Stock Units. Please review your existing employment agreements carefully.

 

When Does the Offer Expire?

 

The Offer expires on July 14, 2003, at 11:59 p.m., Eastern Time, unless we extend it. We may, in our discretion, extend the Offer at any time. If we extend the Offer, we will publicly announce the extension no later than 9:00 a.m., Eastern Time, on July 14, 2003.

 

May I Withdraw Options I Have Previously Tendered?

 

You may withdraw your previous tender of Eligible Options at any time before the Expiration Date (or if we extend the Offer, at any time before the extended expiration of the Offer) by delivering to us a Notice of Withdrawal using the same method you originally used to tender your options. If you submit a Notice of Withdrawal, you may still re-tender your options after withdrawing by delivering to us a new Letter of Transmittal and Restricted Stock Unit Agreement before the Expiration Date, in accordance with the instructions in the Letter of Transmittal, again using the same method you originally used to tender your options.

 

What Does the Board of Directors Think of This Offer?

 

Although the Board has authorized this Offer, it recognizes that the decision to accept is an individual one that should be based on a variety of factors. As a result, you should consult with your personal advisors if you have questions about your financial or tax situation. The Board is not making a recommendation to employees as to whether or not to accept this Offer.

 

To Whom Can I Speak if I have Questions About the Offer?

 

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS PURSUANT TO THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR AUTHORIZATION AS HAVING BEEN AUTHORIZED BY US.


If you have questions about which of your stock options are eligible for the Offer, please contact:

 

Answerthink, Inc.

Human Resources

Attn: Diane Tuccito

817 W. Peachtree Street, Suite 800

Atlanta, GA 30308

(telephone: (404) 682-2444)

 

* * * * *

 

Answerthink has commenced the offer to exchange that is referred to in this communication. Following commencement of the offer, eligible associates were mailed a copy of the written Offer to Exchange and Letter of Transmittal. Before you decide whether to tender any of your options, you should carefully read the entire Offer to Exchange and the Letter of Transmittal when they are delivered to you. They contain important information about the exchange offer. Answerthink also will file these materials with the SEC as part of a tender offer statement. You will be able to review these materials and other documents filed by Answerthink with the SEC for free on the SEC’s web site at www.sec.gov, on Answerthink’s website or on Mind~Share, our corporate intranet.

EX-99.(A)(1)(J) 4 dex99a1j.htm EXCERPT OF EMAIL COMMUNICATION TO EMPLOYEES Excerpt of email communication to employees

Exhibit (a)(1)(J)

 

Answerthink Stock Option Exchange Program

Options for Restricted Stock Units

 

As announced in a previous Broadcast email, Answerthink is offering the following Stock Option Exchange Program to eligible associates at the Senior Director level and above.

 

Many of our associates have current outstanding options with strike prices that are significantly higher than the current market price of our common stock. We believe in giving our employees long-term performance incentives. Current outstanding options may not be providing such an incentive at this time. We are making this offer to compensate eligible associates for their services and to enhance the retentive and incentive impact of outstanding equity compensation awards.

 

The voluntary Stock Option Exchange Program outlined below is being offered to Answerthink associates who (i) hold options to purchase shares of Answerthink’s common stock having an exercise price of $2.80 or more, (ii) are a senior director, a managing director or an executive officer of Answerthink, and (iii) who will have been employed with Answerthink for at least one year as of July 4, 2003.

 

Highlights of this Stock Option Exchange Program include:

 

·   Eligible associates will receive one Restricted Stock Unit for each option that is tendered that has an original strike price at or above $2.80.
·   So long as an eligible associate remains employed with Answerthink or its subsidiaries, the Restricted Stock Units will vest in three installments over a four-year period with fifty percent (50%) vesting on July 14, 2005, twenty-five percent (25%) vesting on July 14, 2006, and twenty-five percent (25%) vesting on July 14, 2007. Even if your options are currently vested, all of the Restricted Stock Units you receive will be subject to vesting over this four-year period.
·   If you take actions in competition with Answerthink while employed or within six (6) months after termination of employment, you will have to transfer to Answerthink a number of shares of our stock equal to the number of shares in which you vested during the six (6) month period preceding your termination of employment, or if such shares have been sold, you must pay to Answerthink an amount equal to the aggregate value that you realized on the sale of shares you received pursuant to vesting in Restricted Stock Units during the six month period preceding your termination of employment.
·   Eligible associates must surrender all or none of their eligible options.
·   The Offering Period starts on June 11, 2003.
·   The Offering Period is estimated to end on July 14, 2003.
·   The Offering Period expiration date, estimated to be July 14, 2003, is the official “Stock Option Cancellation Date”.
·   The grant of the Restricted Stock Units will be effective as of the Expiration Date, estimated to be July 14, 2003.

 

This email communication only provides an overview of the program. The attached “Overview of the Stock Option Exchange Plan” explains the program more fully and provides examples. The “FAQ” will answer most of your questions.

 

Additionally, this week we mailed to eligible associates’ home addresses detailed information regarding this Stock Option Exchange Program. The information includes all of the documentation needed to tender (surrender) your options. In all, you will receive six documents, including an introductory letter from Ted, the Offer to Exchange, the Letter of Transmittal, and the Letter of Withdrawal (to withdraw options tendered under this program prior to the expiration date). These documents will also be available on Mind~Share>Shared Services>Human Resources>Stock Option after Monday June 16th.

 

1


The fifth document is a Restricted Stock Unit Agreement that must be returned with your Letter of Transmittal. This details the number of Restricted Stock Units you will receive in exchange for options tendered.

 

The sixth document is Schedule B, which contains information regarding your personal stock options. The column on the Schedule B from which you should obtain your information regarding the number of unexercised options, vested and unvested, is the column entitled “Options Outstanding”.

 

The documents that have been mailed to your homes contain the most detailed description of the program. You should review those documents before you decide whether or not to participate in the Stock Option Exchange Program.

 

If you decide to tender your option grants, your properly completed Letter of Transmittal and Restricted Stock Unit Agreement must be received prior to 11:59 p.m., Eastern time, on July 14, 2003, at Answerthink, Inc., Human Resources, Attn: Diane Tuccito 817 W. Peachtree Street, Suite 800, Atlanta, Georgia 30308 (telephone: (404) 682-2444).

 

We recommend that if you choose to mail your Letter of Transmittal and Restricted Stock Unit Agreement, you send them by certified or registered mail. Interoffice mail is not recommended since it cannot be tracked. Please keep a copy of all documents. You assume the risk of, and will be responsible for any lost or delayed mail, whether interoffice or otherwise. Please note that Letters of Transmittal and Restricted Stock Unit Agreements sent by facsimile machine or over electronic mail will not be accepted.

 

All delivery costs associated with this program are to be incurred at the personal expense of the participating associate. No delivery costs may be charged to Answerthink.

 

The Stock Option Exchange Program and all communications we distribute on this program are subject to specific rules of the SEC for tender offers. This is because Answerthink will be offering, in effect, to purchase outstanding options in exchange for the obligation to issue Restricted Stock Units that are not the same as the options surrendered and because the decision whether to accept the offer is an investment decision. The SEC rules require that the communication that you are reading and all subsequent communications on the matter be filed with the SEC and made available for public review. As such, this communication and other documents you receive in conjunction with this program may be more formal than typical Answerthink internal employee communications.

 

Answerthink’s offer will be made under the terms and subject to the conditions of the Offer to Exchange and Letter of Transmittal.

 

Diane Tuccito, SPHR

Managing Director, Human Resources

 

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