10-K/A 1 d10ka.htm AMENDMENT NO. 1 TO FORM 10-K AMENDMENT NO. 1 TO FORM 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 10-K/A

AMENDMENT NO. 1

 


 

FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2004

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission file number 000-29723

 


 

DIGITAS INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   04-3494311

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

The Prudential Tower

800 Boylston Street

Boston, Massachusetts

  02199
(Address of principal executive offices)   (Zip Code)

 

(617) 867-1000

(Registrant’s Telephone Number, Including Area Code)

 


 

Securities Registered Pursuant to Section 12(b) of The Act: None

 

Securities Registered Pursuant to Section 12(g) of The Act:

 

Common Stock, $.01 Par Value Per Share

 

Preferred Stock Purchase Rights

(Title of Each Class)

 


 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No  ¨

 

The aggregate market value of the voting stock of the Registrant held by non-affiliates of the Registrant, based upon the closing sale price of $11.03 on the Nasdaq National Market on June 30, 2004 was $717,164,798.

 

As of March 9, 2005, 89,145,564 shares of the Registrant’s common stock were issued and outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the definitive proxy statement relating to the Registrant’s Annual Meeting of Stockholders held on May 12, 2005 are incorporated by reference into Part III of this report to the extent described therein.

 



EXPLANATORY NOTE

 

Digitas Inc. is filing this Form 10-K/A solely to correct the Consent of Independent Auditors filed as Exhibit 23.1 to the company’s Annual Report on Form 10-K filed on March 15, 2005, by adding the clause: “Digitas Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Digitas, Inc.” and by correcting the heading of the document. That clause and the correct heading were contained in the manually signed consent dated March 15, 2005 that was received by Digitas Inc. on that date, but were inadvertently omitted from the electronic version filed with the Securities and Exchange Commission. No other changes are being made by means of this filing. This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K, or modify or update the disclosures therein in any way other than as required to reflect the amendment set forth below.

 

2


SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on May 27, 2005.

 

DIGITAS INC.

 

Name


  

Capacity


 

Date


/s/ David W. Kenny


   Chief Executive Officer and Chairman of the Board of Directors (principal executive officer)   May 27, 2005
David W. Kenny     

/s/ Brian K. Roberts


   Chief Financial Officer (principal financial officer and principal accounting officer)   May 27, 2005
Brian K. Roberts     

*


   Director   May 27, 2005
Gregory S. Bailar     

*


   Director   May 27, 2005
Michael E. Bronner     

*


   Director   May 27, 2005
Robert Glatz     

*


   Director   May 27, 2005
Philip U. Hammarskjold     

*


   Director   May 27, 2005
Arthur Kern     

*


   Director   May 27, 2005
Gail J. McGovern     

*


   Director   May 27, 2005
Joseph R. Zimmel     

* By:  

/s/ Ernest W. Cloutier


  May 27, 2005
Name:   Ernest W. Cloutier    
Title:   Attorney-in-Fact    

 

3


INDEX TO EXHIBITS

 

Exhibit No.

  

Exhibit Index Title


  

Method of Filing


2.1    Agreement and Plan of Merger between Bronner Slosberg Humphrey Co. and BSH Inc. dated December 19, 2001    Incorporated by reference to Exhibit 3.1 to the Annual Report of Form 10-K for the year ended December 31, 2001 (SEC File No. 000-29723)
2.2    Agreement and Plan of Merger, dated as of July 15, 2004, by and among Digitas Inc., a Delaware corporation, Digitas Acquisition Corp., a Delaware corporation and Modem Media, Inc., a Delaware corporation.    Incorporated by reference to Annex A to the Registration Statement on Form S-4 (SEC File No. 333-118151), as amended, as filed with the Securities and Exchange Commission
3.1    Amended and Restated Certificate of Incorporation of Digitas Inc.    Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
3.2    Certificate of Designations, Preferences and Rights of a Series of Preferred Stock of Digitas Inc.    Incorporated by reference to Exhibit 3.1 to the Form 8-A (SEC File No. 000-29723), as filed with the Securities and Exchange Commission
3.3    By-laws of Digitas Inc.    Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
4.1    Specimen certificate for shares of common stock, $.01 par value, of Digitas Inc.    Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
4.2    Shareholder Rights Agreement, dated January 25, 2005, between Digitas Inc. and American Stock Transfer & Trust Company, as Rights Agent    Incorporated by reference to Exhibit 4.1 to the Form 8-A (SEC File No. 000-29723), as filed with the Securities and Exchange Commission
4.3    Description of the Company’s Rights to purchase shares of the Company’s Series A Junior Participating Cumulative Preferred Stock    Incorporated by reference to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 28, 2005
10.1    The Bronner Slosberg Humphrey Co. 1998 Option Plan    Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.2    The Bronner Slosberg Humphrey Co. 1999 Option Plan    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.3    Form of 2000 Stock Option and Incentive Plan    Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.4    Modem Media.Poppe Tyson, Inc. Amended and Restated 1997 Stock Option Plan (as amended December 11, 1998)    Incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 (SEC File No. 333-68057), as amended, as filed with the Securities and Exchange Commission
10.5    Modem Media.Poppe Tyson, Inc. 1999 Stock Incentive Plan    Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (SEC File No. 96483), as filed with the Securities and Exchange Commission
10.6    Modem Media 2000 Stock Incentive Plan    Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (SEC File No. 46204), as filed with the Securities and Exchange Commission
10.7    Form of 2000 Employee Stock Purchase Plan    Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.8    Form of Restricted Stock Award Agreement    Incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
10.9    Lease Agreement, dated as of May 31, 1995, by and between The Prudential Insurance Company of America and Bronner Slosberg Humphrey Inc. (including amendment numbers 1-6, each dated as of May 31, 1995)    Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.10    Seventh Amendment to Lease, dated as of March 29, 1999, by and between BP Prucenter Acquisition, LLC and Bronner Slosberg Humphrey, LLC    Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission

 

4


Exhibit No.

  

Exhibit Index Title


  

Method of Filing


10.11    Eight Amendment to Lease, dated as of July 30, 1999, by and between BP Prucenter Acquisition, LLC and Bronner Slosberg Humphrey, LLC    Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.12    Agreement of Sublease, dated as of November 15, 1999, by and between Bill Communications, Inc. and Bronnercom, LLC    Incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.13    Sub-Sublease Agreement, dated as of June 5, 1998, by and between Strategic Interactive Group, Inc. and Allegiance Telecom, Inc. (including the termination of the Sub-Sublease Agreement, dated as of December 7, 1999)    Incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.14    Sublease Agreement, dated as of August 21, 1997, by and among Tesseract Corporation; Strategic Interactive Group, Inc.; and Bronner Slosberg Humphrey Inc. (including the First Amendment, dated as of June 15, 1999)    Incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.15    Lease, dated as of April 21, 1998, between Norwalk Improvements LLC, a New York limited liability company, and TN Technologies, Inc., a Delaware corporation    Incorporated by reference to Exhibit 10.61 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
10.16    Amendment to Lease, dated as of November 6, 1998, by and between Norwalk Improvements, LLC, and New York limited liability company, and TN Technologies, Inc., a Delaware corporation    Incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
10.17    Second Amendment to Lease, dated as of February 11, 2000, by and between Norwalk Improvements, LLC, a New York limited liability company, and Modem Media.Poppe Tyson, Inc., a Delaware corporation    Incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
10.18    Third Amendment to Lease, dated as of June 20, 2000, by and between Norwalk Improvements, LLC, a New York limited liability company, and Modem Media.Poppe Tyson, Inc., a Delaware corporation    Incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
10.19    Lease relating to 183 Eversholt Street, London NW1, dated June 8, 2000, between Allied Dunbar Assurance PLC and Modem Media (UK) Limited    Incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
10.20    Office building Lease, dated as of July 26, 1999, by and between CEP Investors XII LLC as landlord and Modem Media.Poppe Tyson, Inc. as tenant    Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
10.21    Master Security Agreement, dated September 27, 2000, by and among Digitas LLC and Fleet Capital Corporation    Incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K for the year ended December 31, 2000
10.22    Amended and Restated Warrant Agreement, dated as of September 8, 2003, by and between Digitas Inc. and Highbridge International LLC    Incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K for the year ended December 31, 2003
10.23    First Amendment to 2000 Stock Option and Incentive Plan    Incorporated by reference to Exhibit C to the Definitive Proxy Statement on Schedule 14A (SEC File No. 000-29723), as filed with the Securities and Exchange Commission on April 3, 2001.
10.24    Employment Agreement, dated as of January 6, 1999, by and between David W. Kenny and Bronner Slosberg Humphrey, LLC    Incorporated by reference to Exhibit 10.24 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.25    First Amendment to Employment Agreement, dated as of January 6, 1999, by and between David Kenny and Bronner Slosberg Humphrey, LLC    Incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
10.26    Second Amendment to Employment Agreement, dated as of January 21, 2005, by and between David Kenny and Digitas LLC    Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (SEC File No. 000-29723), as filed with the Securities and Exchange Commission on January 24, 2005
10.27    Employment Agreement, dated as of June 22, 2001, between Digitas LLC and Brian Roberts    Incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
10.28    First Amendment to Employment Agreement, dated as of January 21, 2005, between Digitas Inc. and Brian Roberts    Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (SEC File No. 000-29723), as filed with the Securities and Exchange Commission on January 24, 2005

 

5


Exhibit No.

  

Exhibit Index Title


  

Method of Filing


10.29    Employment Agreement, dated as of July 20, 2004, between Digitas LLC and Ernest Cloutier    Incorporated by reference to Exhibit 10.29 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
10.30    Employment Agreement, dated as of April 1, 2002, between Digitas LLC and Anne Drapeau    Incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
10.31    Employment Agreement, dated as of May 3, 1999, by and between Bronner Slosberg Humphrey, LLC and Laura Wicke Lang    Incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
10.32    Amendment to Employment Agreement, dated May 3, 1999, between Laura Lang and Bronner Slosberg Humphrey, LLC    Incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
10.33    Second Amendment to Employment Agreement, dated as of January 21, 2005, between Digitas LLC and Laura Lang    Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (SEC File No. 000-29723), as filed with the Securities and Exchange Commission on January 24, 2005
10.34    Employment Agreement, dated as of January 21, 2005, between Modem Media, Inc. and Martin Reidy    Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (SEC File No. 000-29723), as filed with the Securities and Exchange Commission on January 24, 2005
10.35    Advertising Agreement, dated as of January 19, 1999, by and between AT&T Corp. and Bronner Slosberg Humphrey    Incorporated by reference to Exhibit 10.29 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.36    General Agreement, dated as of April 12, 1999, by and between AT&T Corp. and Bronner Slosberg Humphrey    Incorporated by reference to Exhibit 10.30 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.37    Advertising Agreement, dated as of April 12, 1999, by and between AT&T Corp. and Bronner Slosberg Humphrey (including the Agreement Amendment, dated as of May 12, 1999)    Incorporated by reference to Exhibit 10.31 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.38    Advertising/Marketing Agreement, dated as of October 11, 1995, by and between AT&T Communications, Inc.-Business Communications Services and Bronner Slosberg Humphrey Inc. (including the Agreement Amendment dated as of November 27, 1995)    Incorporated by reference to Exhibit 10.32 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.39    Direct Marketing Agreement, dated as of July 24, 1997, by and between Cellular Telephone Company (d/b/a AT&T Wireless Services, Northeast Region) and Bronner Slosberg Humphrey Inc.    Incorporated by reference to Exhibit 10.33 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.40    Letter of Engagement, dated as of July 1, 1999, by and among AT&T Interactive Group, AT&T Corporation, and Strategic Interactive Group    Incorporated by reference to Exhibit 10.34 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.41    Marketing & Advertising Services Agreement, dated as of January 1, 2000, by and between Bronnercom, LLC and General Motors Corporation    Incorporated by reference to Exhibit 10.35 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.42    Agreement 2000 Compensation, dated as of January 5, 2000, by and between General Motors Corporation, Oldsmobile Division and Bronnercom, LLC    Incorporated by reference to Exhibit 10.36 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.43    Advertising/Marketing Promotion Agency Agreement, dated as of October 1, 1997, by and between American Express Travel Related Services Company, Inc. and Bronner Slosberg Humphrey Inc.    Incorporated by reference to Exhibit 10.37 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.44    Form of Indemnification Agreement    Incorporated by reference to Exhibit 10.38 to the Registration Statement on Form S-1 (SEC File No. 333-93585), as amended, as filed with the Securities and Exchange Commission
10.45    Ninth Amendment to Lease, dated as of February 24, 2000, by and between BP Prucenter Acquisition, LLC and Digitas LLC, formerly known as Bronnercom, LLC, formerly known as Bronner Slosberg Humphrey, LLC    Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2000

 

6


Exhibit No.

  

Exhibit Index Title


  

Method of Filing


10.46    Tenth Amendment to Lease, dated as of April 20, 2000, by and between BP Prucenter Acquisition, LLC and Digitas LLC, formerly known as Bronnercom, LLC, formerly known as Bronner Slosberg Humphrey, LLC    Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter ended June 30, 2000
10.47    First Amendment to Office Lease, dated as of April 27, 2000, by and between Mosten Management Company, Inc. and Digitas LLC, formerly known as Bronnercom, LLC    Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the Quarter ended June 30, 2000
10.48    Copley Place Office Lease, dated as of March 3, 2000, by and between Copley Place Associates, LLC and Digitas LLC    Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000
10.49    First Amendment to Copley Place Office Lease, dated as of June 15, 2000, by and between Copley Place Associates, LLC and Digitas LLC    Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000
10.50    Second Amendment to Copley Place Office Lease, dated as of October 6, 2000, by and between Copley Place Associates, LLC and Digitas LLC    Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000
10.51    Revolving Credit Agreement, dated as of July 25, 2000, by and among Digitas LLC (as borrower); The Lenders listed therein (as Lenders); Fleet National Bank (as agent); and Digitas, Inc., Vesuvio, Inc., Bronner Slosberg Humphrey Co., and BSH Holding LLC (as guarantors)    Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000
10.52    Amendment to Digitas LLC Employee Savings Plan effective January 1, 2002    Incorporated by reference to Exhibit 3.1 to the Annual Report of Form 10-K for the year ended December 31, 2001
10.53    Amendment to Digitas LLC Employee Savings Plan effective May 1, 2001    Incorporated by reference to Exhibit 10.39 to the Annual Report of Form 10-K for the year ended December 31, 2001
10.54    Second Amendment to Revolving Credit Agreement, dated November 26, 2001, by And among Digitas LLC (as borrower); the Lenders listed therein (as Lenders); Fleet National Bank (as agent); and Digitas Inc., Vesuvio, Inc., Bronner Slosberg Humphrey Co., and BSH Holding LLC (as guarantors)    Incorporated by reference to Exhibit 10.40 to the Annual Report of Form 10-K for the year ended December 31, 2001
10.55    Third Amendment to Revolving Credit Agreement, dated September 30, 2002, by And among Digitas LLC (as borrower); the Lenders listed therein (as Lenders); Fleet National Bank (as agent); and Digitas Inc., Bronner Slosberg Humphrey Inc., and BSH Holding LLC (as guarantors)    Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter ended September 30, 2002
10.56    Fourth Amendment to Revolving Credit Agreement, dated February 24, 2003, by And among Digitas LLC (as borrower); the Lenders listed therein (as Lenders); Fleet National Bank (as agent); and Digitas Inc., Bronner Slosberg Humphrey Inc., and BSH Holding LLC (as guarantors)    Incorporated by reference to Exhibit 10.42 to the Annual Report of Form 10-K for the year ended December 31, 2002
10.57    Form of Executive Employment Agreement    Incorporated by reference to Exhibit 10.43 to the Annual Report of Form 10-K for the year ended December 31, 2002
10.58    The Digitas LLC Deferred Compensation Plan, dated as of January 1, 2003    Incorporated by reference to Exhibit 10.45 to the Annual Report of Form 10-K for the year ended December 31, 2002
10.59    Fifth Amendment to Revolving Credit Agreement, dated as of September 12, 2003, by and among Digitas LLC (the “Borrower”) and Digitas Inc., Bronner Slosberg Humphrey Inc., and BSH Holding LLC (as Guarantors) and Fleet National Bank and the other lending institutions listed there in (collectively, the “Banks”) and Fleet National Bank (the “Agent”)    Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter ended September 30, 2003
10.60    Sixth Amendment to Revolving Credit Agreement, dated as of December 18, 2003, by and among Digitas LLC (the “Borrower”) and Digitas Inc., Bronner Slosberg Humphrey Inc., BSH Holding LLC and Digitas Security Corp. (as Guarantors) and Fleet National Bank and the other lending institutions listed there in (collectively, the “Banks”) and Fleet National Bank (the “Agent”)    Incorporated by reference to Exhibit 10.47 to the Annual Report on Form 10-K for the year ended December 31, 2003 (SEC File No. 000-29723)
10.61    First Amendment to Revolving Credit Agreement, dated as of June 29, 2001, by and among Digitas LLC (the “Borrower”) and Digitas Inc., Vesuvio, Inc., Bronner Slosberg Humphrey Inc., and BSH Holding LLC (as Guarantors) and Fleet National Bank and the other lending institutions listed there in (collectively, the “Banks”) and Fleet National Bank (the “Agent”)    Incorporated by reference to Exhibit 10.61 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)

 

7


Exhibit No.

  

Exhibit Index Title


  

Method of Filing


14.1    Code of Ethics    Incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K for the year ended December 31, 2003 (SEC File No. 000-29723)
21.1    Subsidiaries of Digitas Inc.    Incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
23.1    Consent of Independent Registered Public Accounting Firm    Filed herewith
24.1    Powers of Attorney    Incorporated by reference to Exhibit 24.1 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)
31.1    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    Filed herewith
31.2    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    Filed herewith
32.1    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    Incorporated by reference to Exhibit 32.1 to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 (SEC File No. 000-29723)

 

8