-----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, Guj0wDHi5DrEvCm2kOd0iPK0O+Rxeey43zWDOqKAuQ7iXv2eOw6qdDA9mRFdNkZ2 tdBcY2Jsw7Zp8vCqeDsc7w== 0001036050-99-002521.txt : 19991221 0001036050-99-002521.hdr.sgml : 19991221 ACCESSION NUMBER: 0001036050-99-002521 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991220 EFFECTIVENESS DATE: 19991220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DA CONSULTING GROUP INC CENTRAL INDEX KEY: 0001051209 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 760418488 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-93091 FILM NUMBER: 99777461 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE RD STE 3700 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7133613000 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE RD STREET 2: STE 3700 CITY: HOUSTON STATE: TX ZIP: 77057 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on December 20, 1999 (No. _____-___) ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 __________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DA CONSULTING GROUP, INC. (Exact Name of Registrant as Specified in Charter) Texas 76-0418488 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 5847 San Felipe Road, Suite 3700 Houston, Texas 77057 (Address, including zip code, of Registrant's principal executive offices) 1997 STOCK OPTION PLAN (Full title of the Plan) __________________________ Dennis Fairchild Chief Financial Officer DA Consulting Group, Inc. 5847 San Felipe Road, Suite 3700 Houston, Texas 77057 (713) 361-3000 (Name, address, including zip code and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
===================================================================================================== Titles of Securities Amount to Be Proposed Maximum Proposed Maximum Amount of To Be Registered Registered Offering Price Per Aggregate Offering Registration Fee Share (1) Price (1) - ----------------------------------------------------------------------------------------------------- Common Stock, par 700,000 $3.5625 $2,493,750.00 $658.35 value $0.01 per share - -----------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) based on the average of the high and low prices for the Common Stock of Registrant as reported by the The Nasdaq Stock Market, Inc. on December 15, 1999. Explanatory Note ---------------- Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed in order to register additional shares of Common Stock, par value $0.01 per share, of DA Consulting Group, Inc. (the "Company"), with respect to a currently effective Registration Statement on Form S-8 of the Company relating to the Company's 1997 Stock Option Plan. The contents of Registration Statement on Form S-8 as filed on February 8, 1999, Registration No. 333-71987, are incorporated by reference into this Registration Statement. Item 8. Exhibits. Exhibit No. Description - ----------- ----------- 5 Opinion of Pepper Hamilton LLP regarding the legality of the Registrant Stock. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5). 24 Power of Attorney (included on Signature Page). 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 Houston, Texas, on December 20, 1999. DA CONSULTING GROUP, INC. By: /s/ Nicholas H. Marriner ------------------------------------- Nicholas H. Marriner Chairman and Chief Executive Officer POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Nicholas H. Marriner, Patrick J. Newton, and Dennis Fairchild, and each or any of them, his true and lawful attorney-in- fact and agent, with full power of substitution and resubstitution, 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 other registration statements and amendments thereto relating to the offering contemplated by this Registration Statement (including registration statements under Rule 462 promulgated under the Securities Act of 1933), and to file the same, with all exhibits thereto 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 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 of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Date: December 20, 1999 /s/ Patrick J. Newton ---------------------------------------------------- Patrick J. Newton President (principal executive officer) and Director Date: December 20, 1999 /s/ Dennis Fairchild ---------------------------------------------------- Dennis Fairchild, Executive Vice President - Finance and Administration, and Chief Financial Officer (principal financial officer) Date: December 20, 1999 /s/ Lynne Hohlfeld ---------------------------------------------------- Lynne Hohlfeld, International Corporate Controller (principal accounting officer)
Date: December 20, 1999 /s/ Nicholas H. Marriner ---------------------------------------------------- Nicholas H. Marriner, Director Date: December 20, 1999 /s/ Virginia L. Pierpont ---------------------------------------------------- Virginia L. Pierpont, Director Date: December 20, 1999 /s/ Nigel Curlet ---------------------------------------------------- Nigel Curlet, Director Date: December 20, 1999 /s/ Gunther Fritze ---------------------------------------------------- Gunther Fritze, Director Date: December 20, 1999 /s/ Richard Thatcher ---------------------------------------------------- Richard Thatcher, Director
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 5 Opinion of Pepper Hamilton LLP regarding the legality of the Registrant Stock 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5) 24 Power of Attorney (included on Signature Page) EX-5 2 OPINION OF PEPPER HAMILTON LETTER Exhibit 5 [PEPPER HAMILTON LLP Letterhead] December 20, 1999 DA Consulting Group, Inc. 5847 San Felipe Road, Suite 3700 Houston, Texas 77057 Re: Registration Statement on Form S-8 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 (the "Registration Statement") of DA Consulting Group, Inc., a Texas corporation (the "Company"), to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the offering and sale by the Company of an additional 700,000 shares of common stock, par value $0.01 per share (the "Shares"), of the Company pursuant to the Company's 1997 Stock Option Plan (the "Plan"). In this connection, we have examined the Registration Statement, including the exhibits thereto, the originals or copies, certified or otherwise identified to our satisfaction, of the Articles of Incorporation and the By-Laws of the Company as amended to date, and such other documents and corporate records relating to the Company as we have deemed appropriate for the purpose of rendering the opinion expressed herein. The opinion expressed herein is based exclusively on the applicable provisions of the Texas Business Corporation Act and federal securities laws as in effect on the date hereof. On the basis of the foregoing, we are of the opinion that the Shares, when issued and paid for in accordance with the Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. By providing such consent, we do not admit that we come within the categories of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Pepper Hamilton LLP ---------------------------- PEPPER HAMILTON LLP EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 19, 1999, relating to the consolidated financial statements which appear in DA Consulting Group, Inc.'s, Annual Report on Form 10-K (File No. 333-43989) for the year ended December 31, 1998. /s/ PRICEWATERHOUSECOOPERS LLP Houston, Texas December 17, 1999 -----END PRIVACY-ENHANCED MESSAGE-----