-----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, COAoUsgetbGV7j7Bjv8W5haK/8Xy4JYHl7L5pp8ot3cGito0qgGzTX09+RbYKEYj 2gFWr+1JIoq39T0lQ+OcYg== 0000950131-01-502099.txt : 20010702 0000950131-01-502099.hdr.sgml : 20010702 ACCESSION NUMBER: 0000950131-01-502099 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010629 EFFECTIVENESS DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIAMOND TECHNOLOGY PARTNERS INC CENTRAL INDEX KEY: 0000924940 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 364069408 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64278 FILM NUMBER: 1672866 BUSINESS ADDRESS: STREET 1: 875 NORTH MICHIGAN AVE SUITE 3000 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3122555000 MAIL ADDRESS: STREET 1: 875 NORTH MICHIGAN AVE STE 3000 CITY: CHICAGO STATE: IL ZIP: 60611 S-8 1 ds8.txt FORM S-8 TO EMPLOYEE STOCK PLAN As filed with the Securities and Exchange Commission on June 29, 2001. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIAMONDCLUSTER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 36-4069408 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 875 N. Michigan Avenue, Suite 3000 Chicago, Illinois 60611 (312) 255-5000 (Address, including ZIP code, and telephone number, including area code, of registrant's principal executive offices) DIAMONDCLUSTER INTERNATIONAL, INC. RESTATED AND AMENDED EMPLOYEE STOCK PURCHASE PLAN (Full title of plan) Nancy K. Bellis, Vice President and General Counsel DiamondCluster International, Inc. 875 N. Michigan Avenue, Suite 3000 Chicago, Illinois 60611 (312) 255-5000 (Name, address, including ZIP code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount be Registered) Registered(1) Offering Price per Aggregate Offering of Registration Share(1) Price Fee Class B Common Stock 1,500,000 $10.54 $15,810,000 $3952.50 par value $.001 per share Class A Common Stock (2) (2) par value $.001 per share
____________________ 1. Computed in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. Computation based upon the average of the high and low prices of the Class A Common Stock of the Registrant, into which the Class B Common Stock is convertible, as reported on the Nasdaq National Market as of closing on June 27, 2001. 2. This Registration Statement also covers the Shares of Class A Common Stock, par value $.001 per share, into which Class B Common Stock may be converted and that they may be issued in lieu of the Class B Common Stock to optionees who have ceased to be employees of the Registrant. Item 3. Incorporation of Certain Documents by Reference The following documents that have been filed with the Securities and Exchange Commission (the "Commission") by DiamondCluster International, Inc., formerly known as Diamond Technology Partners Incorporated (the "Company") are incorporated herein by reference: (a) The Company's Registration Statement on Form S-8 filed September 30, 1999 (File No. 333-88155); (b) The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2001 (File No. 000-22125), containing audited financial statements for the Company's latest fiscal year; (c) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (File No. 000- 22125) since the end of the fiscal year covered by the Annual Report on Form 10- K referenced above; and (d) The description of the Class A Common Stock which is contained in the registration statement on Form 8-A filed with the Commission (File No. 000- 22125) under the Exchange Act, including any subsequent amendment or any report filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). 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. 3 Item 8. Exhibits Exhibit Number Description of Exhibit 4.1 Restated Certificate of Incorporation of the Company filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1 (filed with the Commission on February 21, 1997, (File No. 333- 17785) (the "Form S-1"), and hereby incorporated by reference). 4.2 Certificate of Amendment to the Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Registration Statement on Form S-4 filed with the Commission on November 6, 2000, (File No. 333-47830) and hereby incorporated by reference). 4.3 Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to the Form S-1 and hereby incorporated by reference). 4.4 DiamondCluster International, Inc. Restated and Amended Employee Stock Purchase Plan. 5.1 Opinion of the Company's Vice President and General Counsel as to the legality of the securities being registered. 23.1 Consent of the Company's Vice President and General Counsel (included in her opinion filed as Exhibit 5.1). 23.2 Consent of KPMG LLP. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Chicago, State of Illinois, on this 29/th/ day of June, 2001. DIAMONDCLUSTER INTERNATIONAL, INC. By: Melvyn E. Bergstein ------------------------------------- Melvyn E. Bergstein, Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, the Management Committee of DiamondCluster International, Inc. (which administers the employee benefit plan) has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized in the City of Chicago, State of Illinois on the 29/th/ of June, 2001. DiamondCluster International, Inc. Employee Stock Purchase Plan By: Melvyn E. Bergstein ------------------------------------- Melvyn E. Bergstein Management Committee Chairman POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Melvyn E. Bergstein and Michael E. Mikolajczyk, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 29/th/ day of June, 2001. Signature Title /s/ Melvyn E. Bergstein Chairman and Chief Executive Officer (Principal - ---------------------------- Melvyn E. Bergstein Executive Officer) /s/ Karl E. Bupp Chief Financial Officer and Treasurer (Principal - ---------------------------- Karl E. Bupp Financial and Accounting Officer) /s/ Michael E. Mikolajczyk Vice Chairman, Secretary and Director - ---------------------------- Michael E. Mikolajczyk 5 Signature Title /s/ Adam J. Gutstein President and Director - ---------------------------- Adam J. Gutstein /s/ Javier Rubio President, Europe and Latin America and Director - ---------------------------- Javier Rubio /s/ John J. Sviokla Vice Chairman and Director - ---------------------------- John J. Sviokla /s/ Edward R. Andersen Director - ---------------------------- Edward R. Andersen /s/ Donald R. Caldwell Director - ---------------------------- Donald R. Caldwell /s/ Mark L. Gordon Director - ---------------------------- Mark L. Gordon /s/ Alan C. Kay Director - ---------------------------- Alan C. Kay /s/ John D. Loewenberg Director - ---------------------------- John D. Loewenberg /s/ Christopher J. Moffit Director - ---------------------------- Christopher J. Moffit /s/ Arnold R. Weber Director - --------------------------- Arnold R. Weber 6 INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 Exhibit Number Description of Document 4.1 Restated Certificate of Incorporation of the Company filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1 and any amendments thereto (filed with the Commission on February 21, 1997, (File No. 333-17785) (the "Form S-1"), and hereby incorporated by reference). 4.2 Certificate of Amendment to the Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Registration Statement on Form S-4 filed with the Commission on November 6, 2000, (File No. 333-47830) and hereby incorporated by reference). 4.3 Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to the Form S-1 and hereby incorporated by reference). 4.4 DiamondCluster International, Inc. Restated and Amended Employee Stock Purchase Plan 5.1 Opinion of the Company's Vice President and General Counsel as to the legality of the securities being registered. 23.1 Consent of the Company's Vice President and General Counsel (included in her opinion filed as Exhibit 5.1). 23.2 Consent of KPMG LLP. 7 EX-4.4 2 dex44.txt RESTATED AND AMENDED EMPLOYEE STOCK PLAN EXHIBIT 4.4 DIAMONDCLUSTER INTERNATIONAL, INC. RESTATED AND AMENDED EMPLOYEE STOCK PURCHASE PLAN The DiamondCluster International, Inc. Restated and Amended Employee Stock Purchase Plan provides eligible employees of DiamondCluster International, Inc., a Delaware corporation (the "Company"), and its Subsidiaries an opportunity to purchase shares of Common Stock of the Company on the terms and conditions set forth below. 1. Definitions. ----------- (a) Code - the Internal Revenue Code of 1986, as amended. (b) Committee - the Company's Worldwide Operating Committee, as constituted from time to time. (c) Common Stock - the Company's Class B Common Stock, par value $0.001 per share, and the Company's Class A Common Stock into which such Class B Common Stock may be converted. (d) Compensation - with respect to a Participant, the portion of the Participant's base salary paid to the Participant during the applicable payroll period. (e) Effective Date - April 21, 1999. (f) Eligible Employee - an employee who is eligible to participate in the Plan pursuant to Section 3. (g) Enrollment Date - the Effective Date and each July 1, October 1, January 1 and April 1 thereafter; provided that effective July 1, 2001, "Enrollment Date" means July 1, 2001, and each November 1, February 1, May 1, and August 1 thereafter. (h) Enrollment Period - the 24 month period commencing on a Grant Date. (i) Fair Market Value - the average of the closing price of a share of the Company's Class A Common Stock on the NASDAQ National Market System for the ten trading days immediately preceding the Grant Date or the Purchase Date, as applicable. (j) Grant Date - the Enrollment Date as of which a Participant's Option is granted under Section 4(a). -1- (k) Option - an option to purchase shares of Common Stock under the Plan, pursuant to the terms and conditions thereof. (l) Participant - an Eligible Employee who is participating in the Plan pursuant to Section 4. (m) Payment Period - the period beginning with the first day of the calendar quarter and ending on the last day of the calendar quarter following each Enrollment Date; provided that the first Payment Period shall begin on the Effective Date and end on September 30, 1999; provided further that effective July 1, 2001, "Payment Period" means the period beginning July 1, 2001 and ending on October 31, 2001, and the three-month period ending each January 31, April 30, July 31 and October 31 thereafter. (n) Plan - DiamondCluster International, Inc. Restated and Amended Employee Stock Purchase Plan, as amended from time to time. (o) Plan Account - an account maintained by the Plan Administrator for each Participant to which the Participant's payroll deductions are credited, against which funds used to purchase shares of Common Stock are charged and to which shares of Common Stock purchased are credited. (p) Plan Administrator - such other person or persons, including a committee, as may be appointed by the Committee to administer the Plan. (q) Purchase Date - except as provided in Section 15, the last day of a Payment Period. (r) Purchase Price - the lesser of 85% of the Fair Market Value of Common Stock on the Grant Date of an Enrollment Period, or 85% of the Fair Market Value of a share of Common Stock on the applicable Purchase Date of such Enrollment Period. (s) Subsidiary - any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 2. Stock Subject to the Plan. Subject to Section 12, the aggregate ------------------------- number of shares of Common Stock which may be sold under the Plan is 2,325,000. The Company shall either make open-market purchases to provide shares of Common Stock for purchase under the Plan or, at the discretion of the Committee, sell Treasury shares or issue authorized but unissued shares of Common Stock. -2- 3. Eligible Employees. An "Eligible Employee" means each employee of ------------------ the Company and each employee of a Subsidiary to which the Plan is extended by the Committee, except as otherwise provided in Section 4(c). 4. Participation in the Plan. ------------------------- (a) An Eligible Employee may participate in the Plan effective as of any Enrollment Date by enrolling in the Plan electronically via the Plan website at www.aststockplan.com in advance of such date as the Plan Administrator shall -------------------- deem equitable under the circumstances. This authorizes payroll deductions from such Employee's Compensation. The Enrollment Date as of which an Eligible Employee commences or recommences participation in the Plan, and each Enrollment Date as of which an Eligible Employee renews his authorization under Section 4(b), is a Grant Date. A Participant's payroll deductions under the Plan shall commence on his initial Grant Date, and shall continue, subject to Section 4(b), until the Eligible Employee terminates participation in the Plan or the Plan is terminated; provided, that such payroll deductions shall not commence until the Company has received such Eligible Employee's electronic enrollment and such Employee has received all information required to be disclosed to such Employee under applicable securities laws. (b) A Participant's payroll deduction authorization shall be automatically renewed effective on the Enrollment Date following the conclusion of his initial Enrollment Period and each subsequent Enrollment Period unless he otherwise notifies the Plan Administrator in writing at least 20 days in advance of such date. (c) Notwithstanding the foregoing, an Eligible Employee shall not be granted an Option on any Grant Date if such Employee, immediately after the Option is granted, owns stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary. For purposes of this paragraph, the rules of Code Section 424(d) shall apply in determining the stock ownership of an individual, and stock which an Eligible Employee may purchase under outstanding options shall be treated as stock owned by such Employee. 5. Payroll Deductions. An Eligible Employee may participate in the Plan ------------------ only through payroll deductions. Payroll deductions shall be made from the Compensation paid to each Participant for each payroll period in such whole percentage from 1% to 10% as the Participant shall authorize in his election form. No Eligible Employee may be granted an Option which permits his rights to purchase Common Stock under the Plan, and any other stock purchase plan of the Company or any Subsidiary that is qualified under Section 423 of the Code, to accrue at a rate which exceeds $6,250 of Fair Market Value of such stock (less the 15% discount) (determined on the Grant Date of such Option) for each calendar quarter of the Company in which the Option is outstanding at any time. 6. Changes in Payroll Deductions. A Participant may elect to increase or ----------------------------- decrease the amount of his payroll deductions once during a Payment Period, via the Plan website, at any time -3- during that Payment Period. Any such change shall not become effective sooner than the next Payment Period after receipt of his election form. 7. Termination of Participation in Plan. ------------------------------------ (a) A Participant may, at any time and for any reason, voluntarily terminate participation in the Plan by written notification of withdrawal delivered to the appropriate payroll office. Such Participant's payroll deductions under the Plan shall cease as soon as practicable following delivery of such notice. If the former Participant remains employed by the Company or any of its Subsidiaries after termination of his participation in the Plan, any payroll deductions credited to such Participant's Plan Account may be used to purchase shares of Common Stock on the next Purchase Date or refunded, without interest, to the Participant, at the election of the Participant. Except as provided in Section 9(ii), an Eligible Employee whose participation in the Plan is terminated may rejoin the Plan no earlier than three months following his withdrawal by re-enrolling via the Plan website in accordance with Section 4(a). (b) A Participant's participation in the Plan shall be terminated upon termination of his or her employment with the Company and its Subsidiaries for any reason. If a former Participant is no longer employed by the Company or any of its Subsidiaries, any payroll deductions credited to his Plan Account (plus, in the case of an involuntary termination of employment, interest at the rate determined by the Plan Administrator) shall be paid to him in cash as soon as practicable following his termination of employment. 8. Purchase of Shares. ------------------ (a) On each Grant Date, each Participant shall be deemed to have been granted an Option. (b) On each Purchase Date of an Enrollment Period, each Participant shall be deemed, without any further action, to have purchased that number of whole shares of Common Stock determined by dividing the Purchase Price on such date into the balance in the Participant's Plan Account on the Purchase Date. Any amount remaining in the Participant's Plan Account shall be carried forward to the next Purchase Date unless the Plan Account is closed. (c) As soon as practicable after each Purchase Date, a statement shall be delivered to each Participant which shall include the number of shares of Common Stock purchased on the Purchase Date on behalf of such Participant under the Plan. (d) A stock certificate for whole shares of Common Stock in a Participant's Plan Account shall be issued upon request of the Participant at any time. If the Participant's employment with the Company and all Subsidiaries terminates, a stock certificate for whole shares of Common Stock in his Plan Account shall be issued as soon as administratively feasible thereafter. Stock certificates under the Plan shall be issued, at the election of the Participant, in his name or in his -4- name and the name of another person as joint tenants with right of survivorship or as tenants in common. A cash payment shall be made for any fraction of a share in such account, if necessary to close the account. 9. Automatic Withdrawal. -------------------- If the Fair Market Value of the Shares on any Purchase Date of an Enrollment Period is less than the Fair Market Value of the Shares on the Grant Date for such Enrollment Period, then every participant shall automatically (i) be withdrawn from such Enrollment Period at the close of such Purchase Date and after the acquisition of Shares for such Enrollment Period, and (ii) be re- enrolled in the Enrollment Period commencing on the first business day subsequent to such Purchase Date, notwithstanding the last sentence of Section 7(a). 10. Rights as a Stockholder. A Participant shall not be treated as the ----------------------- owner of Common Stock until the Purchase Date of such stock under the Plan. As of the Purchase Date a Participant shall be treated as the record owner of his shares purchased on such date pursuant to the Plan. Effective as of the Purchase Date, such Participant shall agree in writing to become subject to the terms and conditions of the Second Amended and Restated Voting and Stock Restriction Agreement, dated August 4, 1997. 11. Rights Not Transferable. Rights under the Plan are not transferable ----------------------- by a Participant other than by will or the laws of descent and distribution, and are exercisable during the Participant's lifetime only by the Participant or by the Participant's guardian or legal representative. No rights or payroll deductions of a Participant shall be subject to execution, attachment, levy, garnishment or similar process. 12. Application of Funds. All funds of Participants received or held by -------------------- the Company under the Plan before purchase of the shares of Common Stock shall be held by the Company without liability for interest or other increment, except as provided in Section 7(b). 13. Adjustments in Case of Changes Affecting Shares. In the event of a ----------------------------------------------- subdivision or consolidation of outstanding shares of Common Stock of the Company, or the payment of a stock dividend, the number of shares approved for the Plan shall be increased or decreased proportionately, and such other adjustment shall be made as may be deemed equitable by the Plan Administrator. In the event of any other change affecting the Common Stock, such adjustment shall be made as shall be deemed equitable by the Plan Administrator to give proper effect to such event. 14. Administration of the Plan. The Plan shall be administered by the -------------------------- Plan Administrator. The Plan Administrator shall have authority to make rules and regulations for the administration of the Plan, and its interpretations and decisions with regard to the Plan and such rules and regulations shall be final and conclusive. It is intended that the Plan shall at all times meet the requirements of Code Section 423, if applicable, and the Plan Administrator shall, to the extent possible, interpret the provision of the Plan so as to carry out such intent. -5- 15. Amendments to the Plan. The Committee may, at any time, or from time ---------------------- to time, amend or modify the Plan; provided, however, that no amendment shall be made increasing or decreasing the number of shares authorized for the Plan (other than as provided in Section 12 or 15), and that, except to conform the Plan to the requirements of the Code, no amendment shall be made which would cause the Plan to fail to meet the applicable requirements of Code Section 423. 16. Termination of Plan. The Plan shall terminate upon the earlier of a ------------------- the fifth anniversary of the Effective Date, (b) the date no more shares remain to be purchased under the Plan, or (c) the termination of the Plan by the Board of Directors of the Company as specified below. The Board of Directors of the Company may terminate the Plan as of any date. The date of termination of the Plan shall be deemed a Purchase Date. If on such Purchase Date Participants in the aggregate have Options to purchase more shares of Common Stock than are available for purchase under the Plan, each Participant shall be eligible to purchase a reduced number of shares of Common Stock on a pro rata basis in proportion to his Plan Account balance on such Purchase Date, and any excess payroll deductions shall be returned to Participants, all as provided by rules and regulations adopted by the Plan Administrator. 17. Costs. All costs and expenses incurred in administering the Plan ----- shall be paid by the Company. Any costs or expenses of selling shares of Company Stock acquired pursuant to the Plan shall be borne by the holder thereof. 18. Governmental Regulations. The Company's obligation to sell and ------------------------ deliver its Common Stock pursuant to the Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such stock. 19. Applicable Law. This Plan shall be interpreted under the laws of the -------------- United States of America and, to the extent not inconsistent therewith, by the laws of the State of Illinois. This Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended, but is intended to comply with Section 423 of the Code, if applicable. Any provisions required to be set forth in this Plan by such Code section are hereby included as fully as if set forth in the Plan in full. 20. Effect on Employment. The provisions of this Plan shall not affect -------------------- the right of the Company or any Subsidiary or any Participant to terminate the Participant's employment with the Company or any Subsidiary. 21. Withholding. The Company reserves the right to withhold from stock or ----------- cash distributed to a Participant any amounts which it is required by law to withhold. 22. Sale of Company. In the event of a proposed sale of all or --------------- substantially all of the assets of the Company or a merger of the Company with or into another corporation, the Company shall require that each outstanding Option be assumed or an equivalent right to purchase stock of the -6- successor or purchaser corporation be substituted by the successor or purchaser corporation, unless the Plan is terminated. 23. Effective Date. The Plan shall become effective April 21, 1999, -------------- provided that the stockholders of the Company approve it within 12 months after the date the Plan was adopted by the Board of Directors of the Company. If the Plan is not approved by the stockholders prior to such date, the Plan shall terminate, all grants hereunder shall be cancelled and be of no further force and effect, and all persons who shall have been granted Options pursuant to this Plan shall be entitled to the prompt refund in cash, with interest, of all sums withheld from or paid by them pursuant to this Plan. -7- EX-5.1 3 dex51.txt OPINION OF THE COMPANY'S VICE PRESIDENT EXHIBIT 5.1 June 29, 2001 DiamondCluster International, Inc. 875 North Michigan Avenue, Suite 3000 Chicago, Illinois 60611 Re: 1,500,000 Shares of Class B Common Stock, $.001 par value, of DiamondCluster International, Inc. Dear Sir or Madam: I refer to the Registration Statement on Form S-8 (the "Registration Statement") filed by DiamondCluster International, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 75,000 shares of Class B Common Stock, $.001 par value (the "Shares"), of the Company which may be issued pursuant to the DiamondCluster International, Inc. Employee Stock Purchase Plan - - Brazil. I am familiar with the proceedings to date with respect to the Plan and the proposed issuance and sale of the Shares and have examined such records, documents and questions of law, and I am satisfied as to such matters of fact, as I have considered relevant and necessary as a basis for this opinion. Based on the foregoing, I am of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware. 2. Assuming that all required actions of the directors and stockholders relating to the offering of the Shares are taken, including necessary resolutions, the Shares will be, as and when acquired in accordance with the terms and conditions of the Plan, legally issued, fully paid and non-assessable under the Delaware General Corporation Law. I do not find it necessary for the purposes of this opinion to cover, and accordingly I express no opinion as to, the application of the securities or blue sky laws of the various states to the sale of the Shares. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ Nancy K. Bellis ----------------------------------------- Vice President and General Counsel of DiamondCluster International, Inc. EX-23.2 4 dex232.txt CONSENT OF KPMG LLP EXHIBIT 23.2 Consent of KPMG LLP The Stockholders and Board of Directors DiamondCluster International, Inc.: We consent to incorporation by reference in this Registration Statement on Form S-8 of DiamondCluster International, Inc. of our reports dated May 1,2001, relating to the consolidated balance sheets of DiamondCluster International, Inc. and subsidiaries as of March 31, 2000 and 2001, and the related consolidated statements of operations and comprehensive income (loss), stockholders' equity, and cash flows for each of the years in the three-year period ended March 31, 2001, and the related schedule, which reports appear in the March 31, 2001 annual report on Form 10-K of DiamondCluster International, Inc. /s/ KPMG LLP Chicago, Illinois June 29, 2001 -----END PRIVACY-ENHANCED MESSAGE-----