SC TO-I/A

As filed with the Securities and Exchange Commission on July 9, 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. 2)

ANSWERTHINK, INC.

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

Certain Nonqualified Options to Purchase Shares of Common Stock, Par Value $.001 Per Share, Granted Under

Answerthink, Inc. 1998 Stock Option and Incentive Plan and Incentive Stock Options to Purchase Shares of

Common Stock, Par Value $.001 Per Share,

Granted Under Think New Ideas, Inc. Amended and Restated 1998 Stock Option Plan

(Title of Class of Securities)

036916 10 4

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

Frank A. Zomerfeld, Esq.

General 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*
$4,124,108	$333.64**

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 2,302,886 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 of 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-Sholes option pricing model as the transaction value ($4,124,108), 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. ¨

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed by Answerthink, Inc. (the “Company”) with the Securities and Exchange Commission on June 12, 2003, relating to an offer by the Company to exchange certain outstanding options upon the terms and subject to the conditions set forth in the Offer to Exchange, dated June 11, 2003, as amended and supplemented. Except as amended and supplemented hereby, all of the terms of the offer and all disclosure set forth in the Schedule TO remain unchanged.

Items 2, 4 and 6

Items 2, 4 and 6 of Schedule TO are hereby amended and supplemented by amending Section 5 of the Offer to Exchange to delete the last paragraph and replace it with the following:

“For the purposes of the offer, we will be deemed to have accepted for exchange options that are validly tendered and not properly withdrawn when we give written notice to the option holders of our acceptance for exchange of such options. Subject to our rights to extend, terminate and amend the offer, we will accept promptly after the expiration of the offer all properly tendered options that are not validly withdrawn. Promptly after we accept tendered options for exchange, we will send each tendering option holder a letter indicating the number of shares subject to the options that we have accepted for exchange, the corresponding number of shares that will be subject to the new options and the expected grant date of the new options. Our acceptance of the options that you elect to tender for exchange pursuant to this Offer will constitute a binding agreement between us and you upon the terms and subject to the conditions of this Offer to Exchange.”

Item 10

Item 10 of Schedule TO is hereby amended and supplemented by amending Section 16 of the Offer to Exchange to delete the second sentence of the second paragraph and replace it with the following:

“This offer incorporates by reference the following documents we have previously filed with the SEC:”

Item 12.    Exhibits.

Exhibit (a)(1), Offer to Exchange, is amended and restated and re-filed in order to reflect the amendments described in this Amendment No. 2 to Schedule TO and to state that the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995 is not available in the context of a tender offer.

Item 12 of Schedule TO is amended and supplemented to add the Form of Letter to Eligible Option Holders Regarding Confirmation of Acceptance by the Offer, which is filed with this Amendment No. 2 to Schedule TO.

(a) (1)    Offer to Exchange dated June 11, 2003.

(2)    Form of Letter of Transmittal.*

(3)    Form of Notice of Withdrawal.*

(4)    Cover Letter Regarding Offer.*

(5)    Form of Letter to Eligible Option Holders Regarding Confirmation of Acceptance of the Offer.

(6)    Answerthink, Inc. Annual Report on Form 10-K for its fiscal year ended January 3, 2003, filed with the Securities and Exchange Commission on March 31, 2003 and incorporated herein by reference.

(7) Answerthink, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended April 4, 2003, filed with the Securities and Exchange Commission on May 16, 2003 and incorporated herein by reference.

(8) Answerthink, Inc. Definitive Proxy Statement on Schedule 14A for the Answerthink, Inc. 2003 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 7, 2003 and incorporated herein by reference.

(9) Except of email communication to employees of Answerthink dated June 13, 2003.*

(10) Issuer communication to employees of Answerthink dated June 13, 2003.*

(11) Issuer communication to employees of Answerthink dated June 13, 2003.*

(b)    Not applicable.

(d) Answerthink, Inc. 1998 Stock Option and Incentive Plan, previously filed with the Commission as Exhibit 10.11 to

the Company’s Registration Statement on Form S-1/A (333-48123) on May 7, 1998 and incorporated herein by reference.

(g)    Not applicable.

(h)    Not applicable.

* Previously filed

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/    FRANK A. ZOMERFELD        

Frank A. Zomerfeld

General Counsel and Secretary

Date:    July 9, 2003

Index to Exhibits

Exhibit Number			Description
(a	)	(1)	Offer to Exchange, dated June 11, 2003.
		(2)	Form of Letter of Transmittal.*
		(3)	Form of Notice of Withdrawal.*
		(4)	Cover Letter Regarding Offer.*
		(5)	Form of Letter to Eligible Option Holders Regarding Confirmation of Acceptance of the Offer.
		(6)	Answerthink, Inc. Annual Report on Form 10-K for its fiscal year ended January 3, 2003, filed with the Securities and Exchange Commission on March 31, 2003 and incorporated herein by reference.
		(7)	Answerthink, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended April 4, 2003, filed with the Securities and Exchange Commission on May 16, 2003 and incorporated herein by reference.
		(8)	Answerthink, Inc. Definitive Proxy Statement on Schedule 14A for the Answerthink, Inc. 2003 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 7, 2003 and incorporated herein by reference.
		(9)	Excerpt of email communication to employees of Answerthink dated June 13, 2003.*
		(10)	Issuer communication to employees of Answerthink dated June 13, 2003.*
		(11)	Issuer communication to employees of Answerthink dated June 13, 2003.*
(d	)		Answerthink, Inc. 1998 Stock Option and Incentive Plan previously filed with the Commission as Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A (333-48123) on May 7, 1998 and incorporated herein by reference.

* Previously filed

EX-99.(A)(1)

Exhibit (a)(1)

ANSWERTHINK, INC.

OFFER TO EXCHANGE OUTSTANDING OPTIONS FOR NEW OPTIONS

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE

AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON JULY 14, 2003,

UNLESS THE OFFER IS EXTENDED

Answerthink, Inc. (“Answerthink,” “we,” “our,” or “us”) is offering Eligible Employees (as defined below) the opportunity to exchange outstanding nonqualified options under the Answerthink, Inc. 1998 Stock Option and Incentive Plan (the “Answerthink Option Plan”) and outstanding incentive stock options granted under the Think New Ideas, Inc. Amended and Restated 1998 Stock Option Plan (the “Think New Ideas Option Plan” and, together with the Answerthink Option Plan, the “Plans”), in each case that have an exercise price of $4.50 per share or more, for new options which we will grant under the Answerthink Option Plan.

We are making this offer upon the terms and subject to the conditions set forth in this offer to exchange and in the related letter of transmittal (which together, as they may be amended from time to time, constitute the “offer”). You are eligible to participate in the offer (“Eligible Employees”) if you (i) hold options eligible for exchange as described in the offer, (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 (as defined below), and (iii) are not a senior director, a managing director or an executive officer of Answerthink. Such eligible participants are referred to in this offer to exchange as

The number of new options to be granted to each Eligible Employee will be as follows: (a) for those options having an exercise price of $4.50 or more but less than $6.51, the number of new options granted will be 50% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange, (b) for those options having an exercise price of $6.51 or more but less than $8.01, the number of new options granted will be 33% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange, (c) for those options having an exercise price of $8.01 or more but less than $10.01, the number of new options granted will be 25% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange, and (d) for those options having an exercise price of $10.01 or more, the number of new options granted will be 20% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange. Existing options with an exercise price per share less than $4.50 are not eligible for exchange in this offer, except that any options granted to you after January 10, 2003 are required to be exchanged as a condition to participation in this offer to exchange. For those options granted to you after January 10, 2003, the number of new options granted will be 100% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange. We will not issue any new options exercisable for fractional shares. Instead, we will round up to the nearest whole number. The number of new options will be adjusted for any stock splits, stock dividends and similar events completed after the expiration date and prior to the issuance of the new options.

We will grant the new options on or about the day which is at least six months and one day following the date we cancel the options accepted for exchange. You must tender all unexercised options subject to an individual grant. As mentioned above, if you choose to participate in the offer, you must also tender all options that you received after January 10, 2003.

This offer is not conditioned upon a minimum number of options being tendered. This offer is subject to conditions which we describe in Section 6.

If you tender options for exchange as described in the offer, we will grant you new options under the Answerthink Option Plan and enter into a new option agreement with you. The exercise price of the new options will be equal to the last reported sale price of our common stock on the Nasdaq Stock Market’s National Market (“Nasdaq”), or such other national securities exchange or interdealer quotation system on which our common stock is then traded, on the date of grant or, if the grant date is not a business day, as of the last business day preceding the grant date. The new options granted to you will vest in two installments over a two-year period with 50% vesting on the first anniversary of the date the new options are granted and 50% vesting on the second anniversary of the date the new options are granted. After the date we grant the new options, you generally will forfeit the non-vested portion of any new option grant when you cease to be employed by us.

Although our board of directors has approved this offer, neither we nor our board of directors make any recommendation as to whether you should tender or refrain from tendering your options for exchange. You must make your own decision whether to tender your options.

Shares of our common stock are quoted on Nasdaq under the symbol “ANSR.” On June 10, 2003, the last reported sale price of our common stock on Nasdaq was $2.46 per share. We recommend that you obtain current market quotations for our common stock before deciding whether to tender your options.

You should direct questions about this offer or requests for assistance or for additional copies of the offer to exchange or the letter of transmittal to Human Resources, Attn: Diane Tuccito at Answerthink, Inc., 817 W. Peachtree Street, Suite 800, Atlanta, Georgia 30308 (telephone: (404) 682-2444).

IMPORTANT

If you wish to tender your options for exchange, you must complete and sign the letter of transmittal in accordance with its instructions, and mail, courier or hand deliver it to Human Resources, Attn: Diane Tuccito at Answerthink, Inc., 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, you send it by certified or registered mail. Interoffice mail is not recommended since it can not be tracked. Facsimiles will not be accepted. Please keep a copy of all documents. Answerthink will not be responsible for any lost mail, whether interoffice or otherwise.

We are not making this offer to, nor will we accept any tender of options from or on behalf of, option holders in any jurisdiction in which the offer or the acceptance of any tender of options would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take any actions necessary for us to make this offer to option holders in any such jurisdiction.

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 this offer other than the information and representations contained in this document or in the related letter of transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by us.

TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET		1
RISK OF PARTICIPATING IN THE OFFER		7
THE OFFER		9
1.	Eligibility; Number of Options; Expiration Date.	9
2.	Purpose of the Offer	10
3.	Procedures for Tendering Options	12
4.	Withdrawal Rights	12
5.	Acceptance of Options for Exchange and Issuance of New Options	13
6.	Conditions of the Offer	14
7.	Price Range of Common Stock Underlying the Options	16
8.	Source and Amount of Consideration; Terms of New Options	16
9.	Information Concerning Answerthink	20
10.	Interests of Directors and Officers; Transactions and Arrangements Concerning the Options	22
11.	Status of Options Acquired by Us in the Offer; Accounting Consequences of the Offer	23
12.	Legal Matters; Regulatory Approvals	23
13.	Material Federal Income Tax Consequences	23
14.	Extension of Offer; Termination; Amendment	24
15.	Fees and Expenses	25
16.	Additional Information	25
17.	Miscellaneous	27
SCHEDULE A		A-1
SCHEDULE B		B-1

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SUMMARY TERM SHEET

The following are answers to some of the questions that you may have about this offer. We urge you to read carefully the remainder of this offer to exchange and the accompanying letter of transmittal because the information in this summary is not complete, and additional important information is contained in the remainder of this offer to exchange and the letter of transmittal. We have included page references to the remainder of this offer to exchange where you can find a more complete description of the topics in this summary.

Q1: What securities are we offering to exchange?

We are offering our Eligible Employees an opportunity to exchange outstanding nonqualified stock options that were granted under the Answerthink Option Plan and incentive stock options that were granted under the Think New Ideas Option Plan, in each case that have an exercise price of $4.50 per share or more, for new options that we will grant under the Answerthink Option Plan. (See page 9)

Your outstanding grants of options under the Plans are set forth on Schedule B to this offer to exchange.

Q2: Why are we making the offer?

Many of our Eligible Employees have 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. This exchange program will give Eligible Employees an opportunity to receive options that may have a lower strike price. (See pages 10-11)

Q3: What are the conditions to the offer?

The offer is not conditioned upon a minimum number of options being tendered. However, the offer is subject to a number of conditions, including the conditions described in Section 6. We urge you to carefully read these conditions. (See pages 14-16)

Q4: Who may participate in the offer?

You are eligible to participate in the offer if you (i) hold options eligible for exchange as described in the offer, (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 and (iii) are not a senior director, a managing director or an executive officer of Answerthink.

Q5: Are there any eligibility requirements I must satisfy after the expiration date of the offer to receive the new options?

To receive a grant of new options pursuant to the offer and under the terms of the Answerthink Option Plan, you must be an Eligible Employee of Answerthink from the date you tender options through the date we grant the new options. As discussed below, we will not grant the new options until on or about the day which is at least six months and one day following the date we cancel the options accepted for exchange. If you are not employed by Answerthink from the date you tender options through the date we grant the new options, you will not receive any new options or any other consideration in exchange for your tendered options that have been accepted for exchange. This means that if you

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die or voluntarily terminate your employment or we terminate your employment prior to the date we grant the new options, you will not receive anything for the options that you tendered and we cancelled. (See pages 9-10)

Q6: How many new options will I receive in exchange for my tendered options?

We will grant you new options to purchase the number of shares of our common stock as follows: (a) for those options having an exercise price of $4.50 or more but less than $6.51, the number of new options granted will be 50% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange, (b) for those options having an exercise price of $6.51 or more but less than $8.01, the number of new options granted will be 33% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange, (c) for those options having an exercise price of $8.01 or more but less than $10.01, the number of new options granted will be 25% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange, and (d) for those options having an exercise price of $10.01 or more, the number of new options granted will be 20% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange. Existing options with an exercise price per share less than $4.50 are not eligible for exchange in this offer, except that any options granted to you after January 10, 2003 are required to be exchanged as a condition to participation in this offer to exchange. For those options having granted to you after January 10, 2003, the number of new options granted will be 100% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange.

We will not issue any new options exercisable for fractional shares. Instead, we will round up to the nearest whole number. For example, if you tender options having an exercise price of $7.50 per share exercisable for 1,000 shares that we accept for exchange, you will receive new options exercisable for 330 shares. The new options will be granted under our Answerthink Option Plan and will be subject to the terms and conditions of the Answerthink Option Plan and a new option agreement between you and us. All options accepted by us pursuant to the offer will be canceled. (See pages 13 and 16-19)

Q7: When will I receive my new options?

We will grant the new options on or about the day that is at least six months and one day after the date we cancel the options accepted for exchange. For example, if we cancel tendered options on July 14, 2003, which is the scheduled expiration date of the offer, the grant date of the new options will be on or about January 13, 2004. (See page 13)

Q8: Why won’t I receive my new options immediately after the expiration date of the offer?

The current accounting rules specify that a minimum of six months and one day must pass before we issue the exchange options. If we do not follow this guidance, we would be subject to compensation charges against our earnings for financial reporting purposes. The accounting rules also prevent us from setting the exercise price for the exchange options prior to the actual grant date. Again, if we do not follow these rules, we would be subject to unfavorable accounting treatment for the exchange program. (See page 13)

Q9: Why not just reprice the currently outstanding options?

Based on the same accounting guidance mentioned above, “repricing” existing options, or resetting the strike price of these outstanding options to the current market price of our stock, would result in charges against our earnings for financial reporting purposes.

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Q10: If I tender options in the offer, will I be eligible to receive other option grants before I receive my new options?

If and to the extent that we determine to grant options to you as part of an end of year performance grant or if you are entitled to receive any other options after the expiration of this offer but before the date we grant the new options in connection with this offer, we will defer the grant date for such other options until the grant date of the new options issued as part of this exchange. We have to defer the grant to you of year end performance grants and any other options which you may be entitled to receive until the grant date of the new options issued as part of this offer in order to avoid adverse accounting charges against our earnings. (See page 13)

Q11: What happens if Answerthink is acquired during the period after my options are canceled but before I am granted new options?

It is possible that prior to the grant date of the new options we might enter into an agreement for a merger into another company or change of control transaction. These types of transactions could have substantial effects on our stock price, including substantial stock price appreciation. Depending on the structure of a transaction, option holders participating in this offer might be deprived of any further price appreciation in the common stock or deprived of the opportunity to participate in the option exchange program.

If we are a party to a merger into another company or change of control transaction before the grant date of the new options, we will endeavor to negotiate as part of the transaction an agreement for the acquiring entity to grant options or compensation comparable to the new options to continuing employees, although there can be no assurance that we would be successful in negotiating such an agreement.

We reserve the right, however, in the event of a merger into another company or change of control transaction, to take any actions we deem necessary or appropriate to complete a transaction that our board of directors believes is in the best interest of our company and our shareholders. This could include terminating your right to receive new options under this offer. If we were to terminate your right to receive new options under this offer in connection with such transaction, Eligible Employees who tendered options pursuant to this offer would not receive new options to purchase our common stock, or securities of the acquiror or any other consideration for their tendered options.

Q12: What will the exercise price of the new options be?

The exercise price of the new options will be equal to the last reported sale price of our common stock on Nasdaq on the date we grant the new options or, if the grant date is not a business day, as of the last business day preceding the grant date. Accordingly, we cannot predict the exercise price of the new options. Because we will not grant new options until at least six months and one day after the date we cancel the options accepted for exchange, the new options may have a higher exercise price than some or all of your current options. We recommend that you obtain current market quotations for our common stock before deciding whether to tender your options. (See pages 7 and 17)

Q13: When will the new options vest?

The new options granted to you will vest in two installments over a two-year period with 50% vesting on the first anniversary of the date the new options are granted and 50% vesting on the second anniversary of the date the new options are granted. After the date we grant the new options, you

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generally will forfeit the non-vested portion of any new option when you cease to be employed with us. (See pages 7 and 18)

Q14: Do I have to tender each option grant for all of the unexercised options subject to that grant?.

Yes. You must tender all unexercised options subject to an option grant. We are not accepting partial tenders of an individual unexercised option grant. For example, if you hold an option grant to purchase 3,000 shares of common stock at an exercise rice of $10.00 per share, you must either tender all or none of such option grant. You cannot tender only part of the option grant and retain the remainder of the option. (See page 9)

Q15: If I have multiple option grants, can I choose which options to tender in the offer?

Yes. You may tender all or any of your nonqualified option grants and all or any of your incentive stock option grants, in each case that have an exercise price of $4.50 per share or more. However, if you choose to participate in the offer, you must tender all options that you received prior to January 10, 2003 if any of those options have an exercise price lower than the exercise price of any of the other options that you wish to replace. Any options granted after January 10, 2003 that are surrendered for exchange and accepted for exchange will be exchanged for an equal number of new options to be granted in connection with this offer. Please note that, if you received an end of year performance grant you do not have to tender these options as they fall outside the six-month period. (See page 9)

Q16: Will I have to pay taxes if I exchange my options in the offer?

We believe that the exchange will be treated as a non-taxable exchange. This means that, if you exchange your current options for new options, you will not be required under current law to recognize income for federal income tax purposes at the time of the exchange. Further, at the date of grant of the new options, you will not be required under current law to recognize income for federal income tax purposes. We believe that the grant of options is not recognized as taxable income. We recommend that you consult with your own tax advisor to determine the tax consequences of tendering options pursuant to the offer. (See page 23)

Certain consequences to holders of incentive stock options that have an exercise price of $4.50 per share or more who do not tender these options in the offer are discussed in the offer to exchange. (See pages 23-24)

Q17: If my current options are incentive stock options, will my new options be incentive stock options?

No. All of the new options granted pursuant to the offer will be nonqualified stock options. See page 19 for a discussion of the federal income tax consequences of nonqualified stock options.

Q18: Will the terms and conditions of my new options be identical to the terms of my current options?

No. This offer is open to option holders who have been granted options under two stock option plans. However, pursuant to the terms of the offer, we will be granting new options under the terms of the Answerthink Option Plan and a new option agreement between you and us. (See page 17)

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Q19: When does the offer expire? Can the offer be extended, and if so, how will I be notified if it is extended?

The offer expires on July 14, 2003, at 11:59 p.m., Eastern Daylight time, unless it is extended by us. (See page 24)

We may, at our discretion, extend the offer at any time, but we cannot assure you that the offer will be extended or, if extended, for how long.

If the offer is extended, we will make a public announcement of the extension no later than 9:00 a.m. on the next business day following the previously scheduled expiration of the offer period. (See page 24)

Q20: How do I tender my options?

If you decide to tender your options, your properly completed and duly executed letter of transmittal must be received prior to 11:59 p.m., Eastern Daylight 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 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. Facsimiles will not be accepted. 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. (See page 12)

Q21: Where do I go to find out the number of options and the strike price of my current outstanding option grants?

This information is set forth on Schedule B to this offer to exchange. 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.

Q22: Will I receive a confirmation statement verifying my tender?

Promptly after we accept tendered options for exchange, we will notify each tendering option holder of the number of shares subject to the options that we have accepted for exchange, the corresponding number of shares that will be subject to the new options and the expected grant date of the new options. (See page 13)

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Q23: Do I need to do anything if I do not want to tender my options?

No. If you do not deliver a properly completed and duly executed letter of transmittal prior to the expiration of the offer, you will not be a participant in the offer.

Q24: During what period of time may I withdraw previously tendered options?

You may withdraw your tendered options at any time prior to 11:59 p.m., Eastern Daylight time, on July 14, 2003, 2003. If we extend the offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of the offer. To withdraw tendered options, you must deliver to us a written notice of withdrawal with the required information while you still have the right to withdraw the tendered options. Once you have withdrawn options, you may re-tender options only by again following the delivery procedures described above. (See page 12)

Q25: What does management and our board of directors think of the offer?

Although the board of directors has approved this offer, neither management nor the board of directors makes any recommendation as to whether you should tender or refrain from tendering your options. You must make your own decision whether to tender options. (See page 11)

Q26: Who can I talk to if I have questions about the offer?

For additional information or assistance, you should contact:

Answerthink, Inc.

Human Resources

Attn: Diane Tuccito

817 W. Peachtree Street, Suite 800

Atlanta, Georgia 30308 (telephone: (404) 682-2444)

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RISK OF PARTICIPATING IN THE OFFER

Participation in the offer involves a number of potential risks, including those described below. This list briefly highlights some of the risks and is necessarily incomplete. Eligible Employees should carefully consider these and other risks and are encouraged to speak with an investment and tax advisor as necessary before deciding whether and to what extent to participate in the offer. In addition, we strongly urge you to carefully read the remainder of this offer before deciding whether and to what extent to participate.

Participation in the offer will make you ineligible to receive any other option grants until January 13, 2004 at the earliest.

Employees are generally eligible to receive option grants at any time that the board of directors or compensation committee chooses to make them. However, if we were to grant you other options on any date which is earlier than six months and one day after the date we cancel the options accepted for exchange, we would be required for financial reporting purposes to record compensation expense against our earnings. Therefore, if you participate in the offer, we will defer any grant that we elect to make to you of other options until at least January 13, 2004, the estimated grant date for the new options.

If our stock price increases after the date your tendered options are canceled, your canceled options might have been worth more than the new options that you have been granted in exchange for them.

For example, if you tender 1,000 options with a $4.50 exercise price per share and our stock price appreciates to $6.00 on the date the new option grants are made, after the offer you will have 500 options at an exercise price of $6.00 per share. Therefore, after the offer, you will have fewer options at an exercise price higher than that of the options that you tendered and were canceled.

If your employment terminates prior to the grant of the new options, you will receive no consideration for your cancelled options.

Once your option is canceled, it cannot be reinstated. Accordingly, if your employment terminates for any reason prior to the grant of the new options, you will have the benefit of neither the canceled option nor the new option.

Your new options will be subject to a different vesting schedule than your existing options.

Your new options will be subject to a new vesting schedule. The new options granted to you will vest in two installments over a two-year period with 50% vesting on the first anniversary of the date the new options are granted and 50% vesting on the second anniversary of the date the new options are granted. As a result, you may be receiving new options that will have less favorable vesting terms that the options you tender in this offer. You will not be given credit for the vested portion of any surrendered grant.

We investigate strategic opportunities from time to time which, if concluded, could affect the pricing and/or terms of your new options.

We consistently evaluate strategic opportunities that may arise, including additional capital infusions, joint ventures, strategic partnerships, acquisitions and mergers. If any of these transactions were to occur before the new options are granted, and our stock price appreciates, your new options could be granted at a higher exercise price, and could be subject to additional terms and conditions required by

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an investing or acquiring party. Also, you could forfeit any acceleration of vesting to which you might otherwise be entitled under your existing options.

Your new options will be subject to the general risks of our business.

For a description of risks related to our business, please see Section 17.

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THE OFFER

1. Eligibility; Number of Options; Expiration Date.

All Eligible Employees are eligible to participate in this offer. Upon the terms and subject to the conditions of the offer, we will exchange for new options to purchase common stock under the Answerthink Option Plan all outstanding nonqualified options that were granted under the Answerthink Option Plan and all outstanding incentive stock options that were granted under the Think New Ideas Option Plan,, in each case that have an exercise price of $4.50 per share or more and that are properly tendered and not validly withdrawn in accordance with Section 4 before the “expiration date,” as defined below. We will not accept partial tenders of unexercised option grants. Therefore, you must tender options for all or none of the unexercised options subject to a particular option grant. If you choose to participate in the offer, you must also tender all options that you received during the six months immediately prior to the expiration date of the offer, currently expected to be January 10, 2004, if those grants were made subsequent to and have an exercise price lower than the exercise price of the other options that you wish to replace. Any options granted after January 10, 2003 that are surrendered and accepted for exchange will be exchanged for an equal number of new options to be granted in connection with this offer. Please note that, if you received an end of year 2002 performance grant, you do not have to tender these options as they fall outside the six-month period.

As of May 31, 2003, 8,573,752 options were outstanding under the Plans. Of these options, 5,437,295 were nonqualified options that have an exercise price of $4.50 per share or more and 63,806 were incentive stock options that had an exercise price of $4.50 per share or more. The options that we are offering to exchange represent approximately 27% of the total options outstanding under the Plans as of May 31, 2003.

If your options are properly tendered and accepted for exchange, you will be entitled to receive new options to purchase the number of shares of our common stock as follows: (a) for those options having an exercise price of $4.50 or more but less than $6.01, the number of new options granted will be 50% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange, (b) for those options having an exercise price of $6.01 or more but less than $8.01, the number of new options granted will be 33% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange, (c) for those options having an exercise price of $8.01 or more but less than $10.01, the number of new options granted will be 25% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange, and (d) for those options having an exercise price of $10.01 or more, the number of new options granted will be 20% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange. Existing options with an exercise price per share less than $4.50 are not eligible for exchange in this offer, except that any options granted to you after January 10, 2003, are required to be exchanged as a condition to participation in this offer to exchange. For those options granted to you after January 10, 2003, the number of new options granted will be 100% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange. We will not issue any options exercisable for fractional shares. Instead, we will round up to the nearest whole number.

All new options will be subject to the terms of the Answerthink Option Plan and to a new option agreement between you and us. If you are not employed by Answerthink continuously from the date you tender options through the date we grant the new options, you will not receive any new options or any other consideration in exchange for your tendered options that have been accepted for exchange. This means that if you die or voluntarily terminate your employment or we terminate your

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employment prior to the date we grant the new options, you will not receive anything for the options that you tendered and we cancelled.

We are also reserving the right, in the event of a merger into another company or change of control transaction after the expiration date but before the grant date of the new options, to take any actions we deem necessary or appropriate to complete a transaction that our board of directors believes is in the best interest of our company and our shareholders. This could include terminating the right to receive new options under this offer. If we were to terminate your right to receive new options under this offer in connection with such a merger into another company or change of control transaction, Eligible Employees who tendered options pursuant to this offer would not receive new options to purchase our common stock, or securities of the acquiror, or any other consideration for their tendered options. However, if we are a party to a merger into another company or change of control transaction before the grant date of the new options, we will endeavor to negotiate as part of the transaction an agreement for the acquiring entity to grant options or compensation comparable to the new options that would have been received under the offer, although there can be no assurance that we would be successful in negotiating such an agreement. Section 2 of this offer to exchange describes our future plans.

The term “expiration date” means 11:59 p.m., Eastern Daylight time, on July 14, 2003, unless and until we, in our discretion, have extended the period of time during which the offer will remain open, in which event the term “expiration date” refers to the latest time and date at which the offer, as so extended, expires. See Section 14 for a description of our rights to extend, delay, terminate and amend the offer.

If we decide to take any of the following actions, we will publish notice of such action and extend the offer for a period of ten business days after the date of such publication:

(a) (1) we increase or decrease the amount of consideration offered for the options;

(2) we decrease the number of options eligible to be tendered in the offer; or

(3) we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares of common stock issuable upon exercise of the options that are subject to the offer immediately prior to the increase; and

(b) the offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in Section 14.

For purposes of the offer, a “business day” means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Daylight time.

2. Purpose of the Offer.

We issued the options outstanding under the Plans for the following purposes:

• to provide our employees an opportunity to acquire or increase a proprietary interest in Answerthink, thereby creating a stronger incentive to expend maximum effort for our growth and success; and

• to encourage our employees to continue their employment or service with us.

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Many of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our common stock. By making this offer to exchange outstanding options for new options that will have an exercise price equal to the market value of our common stock on the grant date, we intend to provide our Eligible Employees with the benefit of owning options that may have a lower strike price and thus create better performance incentives for our Eligible Employees.

We consistently evaluate strategic opportunities that may arise, including additional capital infusions, joint ventures, strategic partnerships, acquisitions and mergers. Subject to the foregoing and except as otherwise disclosed in our filings with the Securities and Exchange Commission (the “SEC”) or in this offer to exchange, as of the date of this filing we presently have no definitive agreements or arrangements that have not been publicly disclosed that relate to or would result in:

(a)    an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;

(b)    any purchase, sale or transfer of a material amount of our assets or the assets of any of our subsidiaries;

(c)    any material change in our present dividend rate or policy, or our indebtedness or capitalization;

(d)    any change in our present board of directors or management, including a change in the number or term of directors or to fill any existing board vacancies or to change any executive officer’s material terms of employment;

(e)    any other material change in our corporate structure or business;

(f)    our common stock being de-listed from a national securities exchange;

(g)    our common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”);

(h)    the suspension of our obligation to file reports pursuant to Section 15(d) of the Securities Exchange Act;

(i)    the acquisition by any person of any of our securities or the disposition of any of our securities; or

(j)    any change in our certificate of incorporation or bylaws, or any actions which may impede the acquisition of control of us by any person.

Nothing contained herein shall restrict our ability to do any of the foregoing.

Neither we nor our board of directors makes any recommendation as to whether you should tender your options, nor have we authorized any person to make any such recommendation. You are urged to evaluate carefully all of the information in this offer to exchange and to consult your own investment and tax advisors. You must make your own decision whether to tender your options for exchange.

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3. Procedures for Tendering Options.

Proper Tender of Options. To validly tender your options pursuant to the offer, you must, in accordance with the terms of the letter of transmittal, properly complete, duly execute and deliver to us the letter of transmittal. We must receive the completed and executed letter of transmittal at Answerthink, Inc., Human Resources, Attn: Diane Tuccito, 817 W. Peachtree Street, Suite 800, Atlanta, Georgia 30308 (telephone: (404) 682-2444) prior to 11:59, Eastern Daylight time, on the expiration date.

The method of delivery of all documents, including letters of transmittal, is at the election and risk of the tendering option holder. However, facsimiles will not be accepted. If delivery is by mail, we recommend that you use registered mail with return receipt requested and properly insure your package. In all cases, you should allow sufficient time to ensure timely delivery. You assume the risk of, and will be responsible for, any lost or delayed mail, whether interoffice or otherwise.

Determination of Validity; Rejection of Options; Waiver of Defects; No Obligation to Give Notice of Defects. We will determine, in our discretion, all questions as to form of documents and the validity, form, eligibility, including time of receipt, and acceptance of any tender of options. Our determination of these matters will be final and binding on all parties. 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. We also reserve the right to waive any of the conditions of the offer or any defect or irregularity in any tender with respect to any particular options or any particular option holder. No tender of options will be deemed to have been properly made until all defects or irregularities have been cured by the tendering option holder or waived by us. Neither we nor any other person is obligated to give notice of any defects or irregularities in tenders, nor will anyone incur any liability for failure to give any such notice.

Our Acceptance Constitutes an Agreement. Your tender of options pursuant to the procedures described above constitutes your acceptance of the terms and conditions of the offer. Our acceptance for exchange of your options tendered by you pursuant to the offer will constitute a binding agreement between you and us upon the terms and subject to the conditions of the offer.

Subject to our rights to extend, terminate and amend the offer, we will accept promptly after the expiration of the offer all properly tendered options that have not been validly withdrawn.

4. Withdrawal Rights.

You may only withdraw your tendered options in accordance with the provisions of this Section 4.

You may withdraw your tendered options at any time prior to 11:59 p.m., Eastern Daylight time, on the expiration date. If the offer is extended by us beyond that time, you may withdraw your tendered options at any time until the extended expiration of the offer. In addition, after the expiration of the offer, if we have not yet accepted your tendered options for exchange, you may withdraw your tendered options at any time until August 6, 2003.

To validly withdraw tendered options, you must deliver to us at the address set forth on the back cover of this offer to exchange a written notice of withdrawal with the required information, while you still have the right to withdraw the tendered options. The notice of withdrawal must specify your name, the grant date, exercise price, and total number of option shares subject to each option to be withdrawn. Except as described in the following sentence, the notice of withdrawal must be executed exactly as your name appears on the option agreement or agreements evidencing the options to be withdrawn. If the

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signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, the signer’s full title and proper evidence of the authority of such person to act in such capacity must be indicated on the notice of withdrawal.

You may not rescind any withdrawal, and any options you withdraw will thereafter be deemed not properly tendered for purposes of the offer, unless you properly re-tender those options before the expiration date by following the procedures described in Section 3.

Neither Answerthink nor any other person is obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will anyone incur any liability for failure to give any such notice. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of notices of withdrawal. Our determination of these matters will be final and binding.

5. Acceptance of Options for Exchange and Issuance of New Options.

Upon the terms and subject to the conditions of this offer and as promptly as practicable following the expiration date, we will accept for exchange and cancel options properly tendered and not validly withdrawn before the expiration date. If your options are properly tendered and accepted for exchange on July 14, 2003, the scheduled expiration date of the offer, you will be granted new options on or about January 13, 2004, which is the day that is at least six months and one day following the date we cancel the options accepted for exchange. If we extend the date by which we must accept and cancel options properly tendered for exchange, you will be granted new options on a subsequent day which is on or about the day at least six months and one day following the extended date.

Because of accounting rules that could apply to interim option grants as a result of the offer, if we accept options you tender in the offer, we will defer until the grant date for your new options our grant to you of other options for which you may be eligible before the new option grant date. Therefore, if you participate in the offer, you will not be eligible to receive any option grants until January 13, 2004 at the earliest.

Your new options will entitle you to purchase the number of shares of our common stock as follows: (a) for those options having an exercise price of $4.50 or more but less than $6.01, 50% of the number of shares subject to the options that you tender and are accepted for exchange, (b) for those options having an exercise price of $6.01 or more but less than $8.01, 33% of the number of shares subject to the options that you tender and are accepted for exchange, (c) for those options having an exercise price of $8.01 or more but less than $10.01, 25% of the number of shares subject to the options that you tender and are accepted for exchange, and (d) for those options having an exercise price of $10.01 or more, 20% of the number of shares subject to the options that you tender and are accepted for exchange. Existing options with an exercise price per share less than $4.50 are not eligible for exchange in this offer, except that any options granted to you after January 10, 2003, are required to be exchanged as a condition to participation in this offer to exchange. For those options having granted to you after January 10, 2003, the number of new options granted will be 100% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange. We will not issue any options exercisable for fractional shares. Instead, we will round up to the nearest whole number. If you are not an employee of Answerthink from the date you tender options through the date we grant the new options, you will not receive any new options or any other consideration in exchange for your tendered options that have been accepted for exchange. This means that if you die or voluntarily terminate your employment or we terminate your employment prior to the date we grant the new options, you will not receive anything for the options that you tendered and we cancelled.

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For the purposes of the offer, we will be deemed to have accepted for exchange options that are validly tendered and not properly withdrawn when we give written notice to the option holders of our acceptance for exchange of such options. Subject to our rights to extend, terminate and amend the offer, we will accept promptly after the expiration of the offer all properly tendered options that are not validly withdrawn. Promptly after we accept tendered options for exchange, we will send each tendering option holder a letter indicating the number of shares subject to the options that we have accepted for exchange, the corresponding number of shares that will be subject to the new options and the expected grant date of the new options. Our acceptance of the option that you elect to tender for exchange pursuant to this Offer will constitute a binding agreement between us and you upon the terms and subject to the conditions of this Offer to Exchange.

6. Conditions of the Offer.

Notwithstanding any other provision of the offer, we will not be required to accept any options tendered for exchange, and we may terminate or amend the offer, or postpone our acceptance and cancellation of any options tendered for exchange, in each case, subject to Rule 13e-4(f)(5) under the Securities Exchange Act, if at any time on or after June 11, 2003 and prior to the expiration date any of the following events has occurred, or has been determined by us to have occurred, and, in our reasonable judgment in any such case and regardless of the circumstances giving rise thereto, including any action or omission to act by us, the occurrence of such event or events makes it inadvisable for us to proceed with the offer or with such acceptance and cancellation of options tendered for exchange:

(a)    there shall have been threatened or instituted or be pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly:

(1) challenges the making of the offer, the acquisition of some or all of the tendered options pursuant to the offer, the issuance of new options, or otherwise relates in any manner to the offer; or

(2) in our reasonable judgment, could materially and adversely affect the business, condition (financial or other), income, operations or prospects of Answerthink or our subsidiaries, or otherwise materially impair in any way the contemplated future conduct of our business or the business of any of our subsidiaries or materially impair the contemplated benefits of the offer to us;

(b)    there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the offer or us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might directly or indirectly:

(1) make the acceptance for exchange of, or issuance of new options for, some or all of the tendered options illegal or otherwise restrict or prohibit consummation of the offer or otherwise relates in any manner to the offer;

(2) delay or restrict our ability, or render us unable, to accept for exchange, or issue new options for, some or all of the tendered options;

(3) materially impair the contemplated benefits of the offer to us; or

(4) materially and adversely affect the business, condition (financial or other), income, operations or prospects of Answerthink or our subsidiaries, or otherwise materially impair in any way the contemplated future conduct of our business or the business of any of our subsidiaries, taken as a whole, or otherwise materially impair the contemplated benefits of the offer to us;

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(c)    there shall have occurred:

(1) any suspension of trading in our common stock or any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market;

(2) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

(3) the commencement of a war, armed hostilities or other international or national crisis directly or indirectly involving the United States;

(4) any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that in our reasonable judgment might affect, the extension of credit by banks or other lending institutions in the United States;

(5) any decrease below $1.00 per share, or any increase above $4.00 per share, in the market price of the shares of our common stock;

(6) any change in the general political, market, economic or financial conditions in the United States or abroad that could have a material adverse effect on our business, condition (financial or other), operations, prospects, the trading of our common stock, or that, in our reasonable judgment, makes it inadvisable to proceed with the offer; or

(7) in the case of any of the foregoing existing at the time of the commencement of the offer, a material acceleration or worsening thereof;

(d)    there shall have occurred any change in generally accepted accounting standards which could or would require us for financial reporting purposes to record compensation expense against our earnings in connection with the offer;

(e)    a tender or exchange offer with respect to some or all of our common stock, or a merger or acquisition proposal for us, shall have been proposed, announced or made by another person or entity or shall have been publicly disclosed, or we shall have learned that:

(1) any person, entity or “group,” within the meaning of Section 13(d)(3) of the Securities Exchange Act, shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding shares of our common stock, or any new group shall have been formed that beneficially owns more than 5% of the outstanding shares of our common stock, other than any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the SEC on or before the expiration date;

(2) any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the SEC on or before the expiration date shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding shares of our common stock; or

(3) any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of the assets or securities of us or any of our subsidiaries; or

(f)    any change or changes shall have occurred in the business, condition (financial or other), assets, income, operations, prospects or stock ownership of us or our subsidiaries that, in our reasonable judgment, that would materially and adversely affect us or our subsidiaries.

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The conditions to the offer are for our benefit. We may assert them in our discretion regardless of the circumstances giving rise to them prior to the expiration date. We may waive them, in whole or in part, at any time and from time to time prior to the expiration date, in our discretion, whether or not we waive any other condition to the offer. Our failure at any time to exercise any of these rights will not be deemed a waiver of any such rights. Any determination we make concerning the events described in this Section 6 will be final and binding upon all persons.

If we accept options you tender in the offer, we will defer any grant to you of additional options for which you may be eligible before the new option grant date until after the new option grant date, so that you will be granted no new options for any reason until at least six months and one day after any of your tendered options have been canceled. We will defer the grant to you of any additional options in order to avoid incurring compensation expense against our earnings as a result of accounting rules that could apply to these interim option grants as a result of the offer.

7. Price Range of Common Stock Underlying the Options.

Our common stock is quoted on Nasdaq under the symbol “ANSR.” The following table shows, for the fiscal periods indicated, the high and low sales prices per share of our common stock as reported by Nasdaq.

	High		Low
2003
Second Quarter (through June 10, 2003)	$	2.50	$	1.75
First Quarter	$	2.97	$	1.95
2002
Fourth Quarter	$	3.29	$	1.43
Third Quarter	$	3.91	$	1.52
Second Quarter	$	7.30	$	3.60
First Quarter	$	8.34	$	4.65
2001
Fourth Quarter	$	6.80	$	3.15
Third Quarter	$	9.81	$	3.50
Second Quarter	$	9.99	$	3.50
First Quarter	$	9.06	$	3.25

As of June 10, 2003, the last reported sale price of our common stock, as reported by Nasdaq, was $2.46 per share.

We recommend that you obtain current market quotations for our common stock before deciding whether to tender your options.

8. Source and Amount of Consideration; Terms of New Options.

Consideration.    We will issue new options to purchase common stock under the Answerthink Option Plan in exchange for outstanding eligible options properly tendered and accepted for exchange by us. The number of new options to be granted to each employee or member of our board of directors will be as follows: (a) for those options having an exercise price of $4.50 or more but less than $6.01, the number of new options granted will be 50% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange, (b) for those options having an exercise price of

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$6.01 or more but less than $8.01, the number of new options granted will be 33% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange, (c) for those options having an exercise price of $8.01 or more but less than $10.01, the number of new options granted will be 25% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange, and (d) for those options having an exercise price of $10.01 or more, the number of new options granted will be 20% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange. Existing options with an exercise price per share less than $4.50 are not eligible for exchange in this offer, except that any options granted to you after January 10, 2003, are required to be exchanged as a condition to participation in this offer to exchange. For those options granted to you after January 10, 2003, the number of new options granted will be 100% of the number of shares subject to the options tendered by such Eligible Employee and accepted for exchange. We will not issue any options exercisable for fractional shares. Instead, we will round up to the nearest whole number. If we receive and accept tenders of all outstanding eligible options, we will grant new options to purchase a total of 914,480 shares of our common stock. The common stock issuable upon exercise of the new options will equal approximately 2% of the total shares of our common stock outstanding as of May 31, 2003.

Terms of New Options.    The new options will be issued under the Answerthink Option Plan and a new option agreement between us and each option holder who has tendered options in the offer. The following description summarizes the material terms of the Answerthink Option Plan and the options to be granted under the Answerthink Option Plan.

General.    The maximum number of shares of common stock available for issuance pursuant to the exercise of options granted under the Answerthink Option Plan is currently 20,000,000. The maximum number of shares subject to options that may be awarded to one person in any calendar year under the Answerthink Option Plan is 3,000,000. The Answerthink Option Plan permits the granting of options intended to qualify as incentive options under the Internal Revenue Code and the granting of options that do not qualify as incentive options. All of the new options granted pursuant to the offer will be nonqualified stock options.

Administration.    The Answerthink Option Plan is administered by the compensation committee of our board of directors. The compensation committee is composed of no fewer than two directors who are intended to be “non-employee directors” as defined in Rule 16b-3 under the Securities Exchange Act and “outside directors” for purposes of Section 162(m) of the Internal Revenue Code. The members of the compensation committee are appointed by the board to serve for such terms as the board may determine by resolution. The board may remove any member of the compensation committee or reconstitute the compensation committee with other directors, subject to the requirements of Rule 16b-3.

Term.    The term of each option will be fixed by the compensation committee and may not exceed ten years from the date of grant. The new options to be granted pursuant to the offer will have a term of ten years from the date of grant of the option that was tendered for exchange.

Exercise Price.    The exercise price of each option will be determined by the compensation committee, but may not be less than the greater of the par value or 100% of the fair market value of a share of our common stock on the date of grant. The exercise price of the new options to be granted pursuant to the offer will be equal to the last reported sale price of our common stock on Nasdaq, or such other national securities exchange or interdealer quotation system on which our common stock is then traded, on the date of grant or, if the grant date is not a business day, as of the last business day preceding the grant date.

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Termination.    Options issued under the Answerthink Option Plan generally expire ten years after the date of grant. However, new options granted pursuant to the offer will expire ten years from the date of grant of the option that was tendered for exchange. If your employment with us terminates for any reason other than by reason of death or “permanent and total disability” (as defined in the Answerthink Option Plan), any option or portion thereof held by you that is not yet vested will terminate immediately upon such termination. Any option or portion thereof held by you that has vested but has not been exercised upon such termination will terminate at the close of business on the 90^th day following your termination of employment (or if such 90^th day is a Saturday, Sunday or holiday, at the close of business on the next preceding day that is not a Saturday, Sunday or holiday), unless the compensation committee, in its discretion, extends the period during which the option may be exercised (which period may not extend beyond the original term of the option).

In the event that the termination of your employment is by reason of death, all options granted to you will fully vest on the date of death, and your executors, administrators, legatees or distributees of your estate may exercise any option held by you. This right to exercise options will extend to the earlier of the expiration of the option term or one year after the date of death. In the event that the termination of your employment is by reason of permanent and total disability, all options granted to you will continue to vest, and shall be exercisable to the extent that they are vested, to the earlier of the expiration of the option term or one year after the date of such termination.

Vesting and Exercise.    The compensation committee will determine at what time or times each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. The exercisability of options may be accelerated by the compensation committee. Additionally, upon the occurrence of a “change of control” (as defined in the Answerthink Option Plan), if no provision is made to continue the Answerthink Option Plan or assume or replace the outstanding options with new options of a successor entity, then fifteen days prior to the consummation of the change of control, all options become immediately exercisable and remain exercisable for a period of fifteen days. Upon consummation of the change of control, the Answerthink Option Plan and all outstanding but unexercised options terminate.

The new options granted to you will vest in two installments over a two-year period with 50% vesting on the first anniversary of the date the new options are granted and 50% vesting on the second anniversary of the date the new options are granted. After the date we grant the new options, you generally will forfeit the non-vested portion of any new option when you cease to be employed with us.

Payment of Exercise Price.    You may exercise your options, in whole or in part, by delivery of a written notice to us on any business day at our principal office which specifies the number of shares for which the option is being exercised and which is accompanied by payment in full of the applicable exercise price, including any federal and other taxes which in our judgment we may be required to withhold with respect to the exercise of your option. In general, an option holder may pay the exercise price of an option by cash or certified check, by tendering shares of our common stock (which, if acquired from us, have been held by the option holder for at least six months, having a fair market value on the date of exercise equal to the aggregate exercise price), or by means of a broker-assisted cashless exercise.

Transferability of Options.    New options are personal to the option holder and may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) other than by will or the laws of descent and distribution. However, we may permit limited transfers of nonqualified options for the benefit of immediate family members of option holders to help with estate planning concerns. During your lifetime, only you, or your guardian or legal representative in the case of your incapacity or incompetency, may exercise options granted to you.

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Registration of Option Shares.    All shares of common stock issuable upon exercise of options under the Answerthink Option Plan, including the shares that will be issuable upon exercise of all new options to be granted pursuant to the offer, have been registered under the Securities Act of 1933, as amended, on a registration statement on Form S-8 filed with the SEC. Unless you are one of our affiliates, you will be able to sell your option shares free of any transfer restrictions under applicable securities laws.

Incentive Stock Options.    If you hold an incentive stock option that has an exercise price of $4.50 per share or more that was granted under the Think New Ideas Option Plan and do not tender the incentive stock option pursuant to this offer, your incentive stock option will be treated as a new grant of an option. The fact that your incentive stock option is treated as a new grant of an option has two effects. First, your incentive stock option must be re-tested at the time of the offer to determine if the terms of the option permit the option to qualify as an incentive stock option. One of the requirements for qualifying as an incentive stock option is that the option cannot first become exercisable for more than $100,000 worth of shares (calculated as the fair market value of a share of the common stock at the time of the option grant multiplied by the number of shares subject to the option) in a single calendar year. Any portion of your option that exceeds this $100,000 limit will be deemed to be a non-incentive stock option. Another requirement is that the exercise price cannot exceed the fair market value of the shares subject to the option at the time of the new option grant.

Assuming your option is re-tested and qualifies as an incentive stock option, the second effect of a refusal to tender your incentive stock option is that the statutory holding period for that option will begin on the date of the offer. This is because the offer is treated as the grant of a new incentive stock option for purposes of the statutory holding period requirements. Therefore, in order to be eligible for favorable tax treatment, you must hold any stock purchased on exercise of the incentive stock option for two years after the date of this offer or, if later, one year after the option is exercised.

Federal Income Tax Consequences of Nonqualified Stock Options.    Under current law, an option holder will not realize taxable income upon the grant of a nonqualified stock option having an exercise price substantially equal to the fair market value on the grant date of the stock subject to the option. However, when an option holder exercises the option, the difference between the exercise price of the option and the fair market value of the shares subject to the option on the date of exercise will be compensation income taxable to the option holder. We will be entitled to a deduction equal to the amount of ordinary income taxable to the option holder if we comply with applicable reporting requirements.

An option holder who has transferred a nonqualified stock option to a family member by gift will realize taxable income at the time the option is exercised by the family member. The option holder will be subject to withholding of income and employment taxes at that time. The family member’s tax basis in the shares will be the fair market value of the shares on the date the option is exercised.

If you tender shares in payment of part or all of the exercise price of a nonqualified stock option, no gain or loss will be recognized with respect to the shares tendered, regardless of whether the shares were acquired pursuant to the exercise of an incentive stock option, and you will be treated as receiving an equivalent number of shares pursuant to the exercise of the option in a nontaxable exchange. The tax basis of the shares tendered will be treated as the substituted tax basis for an equivalent number of shares received, and the new shares will be treated as having been held for the same holding period as the holding period that expired with respect to the transferred shares. The difference between the aggregate exercise price and the aggregate fair market value of the shares received pursuant to the exercise of the option will be taxed as ordinary income, just as if you had paid the exercise price in cash.

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Our statements in this offer to exchange concerning the Answerthink Option Plan and the new options are merely summaries and do not purport to be complete. The statements are subject to, and are qualified in their entirety by reference to, all provisions of the Answerthink Option Plan and the appropriate form of option agreement under the Answerthink Option Plan. Please contact us at Answerthink, Inc., Human Resources, Attn: Diane Tuccito, 817 W. Peachtree Street, Suite 800, Atlanta, Georgia 30308 (telephone: (404) 682-2444) to receive a copy of the Answerthink Option Plan and the form of option agreement thereunder. We will promptly furnish you copies of these documents at our expense.

9. Information Concerning Answerthink.

General.    We are a leading business and technology consulting firm that enables companies to achieve world-class business performance. By leveraging the comprehensive database of The Hackett Group, with its world-leading repository of enterprise best practice metrics and business process knowledge, our business and technology solutions help clients significantly improve performance and maximize returns on technology investments. Our capabilities include benchmarking, business transformation, business applications, technology integration, and offshore application maintenance and support.

Answerthink was incorporated in the State of Florida in 1997. Our principal executive offices are located at 1001 Brickell Bay Drive, Suite 3000, Miami, Florida 33131, and our telephone number at that address is (305) 375-8005.

Financial Information.    The following table sets forth selected consolidated financial and operating data for Answerthink. The selected historical statement of operations data for the years ended December 28, 2001 and January 3, 2003 and the selected historical balance sheet data as of January 3, 2003 have been derived from the consolidated financial statements included in our annual report on Form 10-K for the year ended January 3, 2003 that have been audited by PricewaterhouseCoopers LLP, our independent public accountants.

The selected historical statement of operations data for the three months ended March 29, 2002 and April 4, 2003 and the selected historical balance sheet data as of April 4, 2003, which are included in our quarterly report on Form 10-Q for the quarter ended April 4, 2003, are unaudited, but include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such data.

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The information presented below should be read together with our consolidated financial statements and related notes. We have presented the following data in thousands, except per share amounts.

	Year Ended						Three Months Ended
	January 3, 2003			December 28, 2001			April 4, 2003			March 29, 2002
							(unaudited)
Income Statement Data:
Revenues:
Revenues before reimbursements	$	156,357		$	220,966		$	32,856		$	43,445
Reimbursements		20,490			29,377			3,929			6,243
Total revenues		176,847			250,343			36,785			49,688
Costs and expenses:
Project personnel and expenses:
Project personnel and expenses before reimbursable expenses		104,981			132,843			21,562			29,226
Reimbursable expenses		20,490			29,377			3,929			6,243
Total project personnel and expenses		125,471			162,220			25,491			35,469
Selling, general and administrative expenses		53,416			77,087			12,540			14,411
Impairment of goodwill		20,000			—			—			—
Restructuring costs		10,886			5,619			—			—
Stock compensation expense		—			4,855			—			—
Total costs and operating expenses		209,773			249,781			38,031			49,880
Income (loss) from operations		(32,926	)		562			(1,246	)		(192	)
Other income (expense):
Interest income		766			1,008			224			156
Interest expense		(196	)		(165	)		—			(46	)
Income (loss) before income taxes, loss from discontinued operations and cumulative effect of change in accounting principle		(32,356	)		1,405			(1,022	)		(82	)
Income taxes		(3,508	)		1,807			—			(616	)
Income (loss) from continuing operations		(28,848	)		(402	)		(1,022	)		534
Loss from discontinued operations, net of income taxes		(8,911	)		(8,117	)		—			(1,457	)
Loss before cumulative effect of change in accounting principle		(37,759	)		(8,519	)		(1,022	)		(923	)
Cumulative effect of change in accounting principle		(31,200	)		—			—			(31,200	)
Net loss	$	(68,959	)	$	(8,519	)	$	(1,022	)	$	(32,123	)
Basic net income (loss) per common share:
Income (loss) from continuing operations	$	(0.62	)	$	(0.01	)	$	(0.02	)	$	0.01
Loss from discontinued operations, net of income taxes	$	(0.19	)	$	(0.18	)	$	—		$	(0.03	)
Cumulative effect of change in accounting principle	$	(0.68	)	$	—		$	—		$	(0.68	)
Net loss per common share	$	(1.49	)	$	(0.19	)	$	(0.02	)	$	(0.70	)
Weighted average common shares outstanding		46,348			43,999			46,296			45,868
Diluted net income (loss) per common share:
Income (loss) from continuing operations	$	(0.62	)	$	(0.01	)	$	(0.02	)	$	0.01
Loss from discontinued operations, net of income taxes	$	(0.19	)	$	(0.18	)	$	—		$	(0.03	)
Cumulative effect of change in accounting principle	$	(0.68	)	$	—		$	—		$	(0.66	)
Net loss per common share	$	(1.49	)	$	(0.19	)	$	(0.02	)	$	(0.68	)
Weighted average common and common equivalent shares outstanding		46,348			43,999			46,296			47,211

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	Year Ended				Three Months Ended
	January 3, 2003		December 28, 2001		April 4, 2003			March 29, 2002
Other Financial Data:
Capital expenditures	$	4,044	$	9,514	$	273		$	1,026
Cash flows provided by (used in) operating activities	$	7,030	$	15,515	$	(3,437	)	$	19
Cash flows used in investing activities	$	7,804	$	11,656	$	278		$	1,262
Cash flows provided by (used in) financing activities	$	4,305	$	4,367	$	(1,664	)	$	4,082
Balance Sheet Data (at period end):
Cash and cash equivalents	$	63,419	$	59,888	$	58,040		$	62,727
Working capital	$	74,537	$	81,313	$	71,063		$	85,111
Total assets	$	45,361	$	211,919	$	136,028		$	177,895
Stockholders’ equity	$	113,047	$	177,701	$	110,394		$	149,659

See “Additional Information” beginning on page 25 for instructions on how you can obtain copies of our SEC reports that contain the audited financial statements and unaudited financial data we have summarized above.

10. Interests of Directors and Officers; Transactions and Arrangements Concerning the Options.

Information about the members of our Board, who are not eligible to participate in the offer, and our executive officers, who are not eligible to participate in this offer, is attached to this offer to exchange as Schedule A. For information with respect to the beneficial ownership by our directors and executive officers of our common stock, please refer to our 2003 Annual Proxy Statement, incorporated herein by reference.

As of May 31, 2003, our executive officers and directors as a group beneficially held options outstanding under our Plans to purchase a total of 1,927,988 shares of our common stock.

Based upon our records and upon information provided to us by our directors, executive officers, associates and subsidiaries, neither we nor, to the best of our knowledge, any of our directors or executive officers of any of our subsidiaries nor any associates or subsidiaries of any of the foregoing, has effected any transactions in our common stock or stock options during the 60 days prior to the date hereof, other as set forth on Schedule A.

Except for outstanding options to purchase common stock and restricted stock awards granted from time to time to certain of our employees (including executive officers) and non-employee directors pursuant to the Plans, the Answerthink, Inc. Employee Stock Purchase Plan, and except as set forth in this offer to exchange, neither we nor any person controlling us nor, to our knowledge, any of our directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the offer with respect to any of our securities (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations).

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11. Status of Options Acquired by Us in the Offer; Accounting Consequences of the Offer.

Options we acquire pursuant to the offer will be canceled, and the shares of common stock subject to those options will be returned to the pool of shares available for grants of new options and for issuance upon the exercise of such new options. To the extent such shares are not fully reserved for issuance upon exercise of the new options to be granted in connection with the offer, the shares will be available for future awards to employees and other eligible plan participants without further shareholder action, except as required by applicable law or the rules of Nasdaq or any other securities quotation system or any stock exchange on which our common stock is then quoted or listed.

We believe that Answerthink will not incur any compensation expense solely as a result of the transactions contemplated by the offer because:

• we will not grant any new options until a day that is at least six months and one day after the date that we accept and cancel options tendered for exchange; and

• the exercise price of all new options will equal the market value of the common stock on the date we grant the new options or, if the grant date is not a business day, as of the last business day preceding the grant date.

However, if we were to grant any options before expiration of the six-month period just described to option holders who have agreed to the cancellation, we would incur a compensation expense if the new grant were to have an exercise price less than the exercise price of any options tendered for cancellation and exchange. A new grant of this kind during the six-month period would be treated for financial reporting purposes as a variable award to the extent of the number of the option holder’s tendered option shares or, if less, the number of shares subject to the grant.

In this event, on each of Answerthink’s reporting dates between the date of the new grant and the date the option is exercised by the option holder (or is otherwise forfeited or expires), we would be required to record as a compensation expense the amount of any increase in the market value of the option spread from the last reporting date.

12. Legal Matters; Regulatory Approvals.

We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by our exchange of options and issuance of new options as contemplated by the offer, or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of our options as contemplated herein. Should any such approval or other action be required, we presently contemplate that we will seek such approval or take such other action. We are unable to predict whether we may determine that we are required to delay the acceptance of options for exchange pending the outcome of any such matter. We cannot assure you that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to our business. Our obligation under the offer to accept tendered options for exchange and to issue new options for tendered options is subject to conditions, including the conditions described in Section 6.

13. Material Federal Income Tax Consequences.

The following is a general summary of the material federal income tax consequences of the exchange of options pursuant to the offer. This discussion is based on the Internal Revenue Code of

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1986, as amended, its legislative history, Treasury Regulations thereunder and administrative and judicial interpretations thereof as of the date of the offer, all of which are subject to change, possibly on a retroactive basis. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders.

The option holders who exchange outstanding options for new options will not be required to recognize income for federal income tax purposes at the time of the exchange. We believe that the exchange will be treated as a non-taxable exchange.

At the date of grant of the new options, the option holders will not be required to recognize additional income for federal income tax purposes. The grant of options is not recognized as taxable income.

Special tax considerations may be applicable to employees located abroad.

We recommend that you consult your own tax advisor with respect to the federal, state and local tax consequences of participating in the offer.

14. Extension of Offer; Termination; Amendment.

We reserve the right, in our discretion, at any time and from time to time, and regardless of whether or not any event set forth in Section 6 has occurred or is deemed by us to have occurred, to extend the period of time during which the offer is open and thereby delay the acceptance for exchange of any options by giving oral or written notice of such extension to the option holders and making a public announcement thereof.

We expressly reserve the right, in our reasonable judgment, prior to the expiration date to terminate or amend the offer and to postpone our acceptance and cancellation of any options tendered for exchange upon the occurrence of any of the conditions specified in Section 6, by giving oral or written notice of such termination or postponement to the option holders and making a public announcement thereof. Our reservation of the right to delay our acceptance and cancellation of options tendered for exchange is limited by Rule 13e-4(f)(5) promulgated under the Securities Exchange Act, which requires that we must pay the consideration offered or return the options tendered promptly after termination or withdrawal of a tender offer.

Subject to compliance with applicable law, we further reserve the right, in our discretion, and regardless of whether any event set forth in Section 6 has occurred or is deemed by us to have occurred, to amend the offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the offer to option holders or by decreasing or increasing the number of options being sought in the offer.

Amendments to the offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than 9:00 a.m., Eastern Daylight time, on the next business day after the last previously scheduled or announced expiration date. Any public announcement made pursuant to the offer will be disseminated promptly to option holders in a manner, which may include an electronic mail message, reasonably designated to inform option holders of such change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a press release to the Dow Jones News Service.

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If we materially change the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act. These rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of such terms or information. If we decide to take any of the following actions, we will publish notice of such action and extend the offer for a period of ten business days after the date of such publication:

(a) (1)    we increase or decrease the amount of consideration offered for the options;

(2) we decrease the number of options eligible to be tendered in the offer; or

(3) we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares of common stock issuable upon exercise of the options that are subject to the offer immediately prior to the increase; and

(b) the offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 14.

15. Fees and Expenses.

We will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of options pursuant to this offer to exchange.

16. Additional Information.

We have filed with the SEC a Tender Offer Statement on Schedule TO, of which this offer to exchange is a part, with respect to the offer. This offer to exchange does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that you review the Schedule TO, including its exhibits, before making a decision on whether to tender your options.

The rules of the SEC allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. This offer incorporates by reference the following documents we have previously filed with the SEC:

• Our Annual Report on Form 10-K for the year ended January 3, 2003, filed on March 31, 2003;

• Our Quarterly Report on Form 10-Q for the quarter ended April 4, 2003, filed on May 16, 2003;

• Our Definitive Proxy Statement on Schedule 14A for our 2003 Annual Meeting of

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Shareholders filed on April 7, 2003;

• Our Registration Statements on Form S-8, registering the shares to be issued under the Plan, filed with the SEC on December 30, 1998, November 9, 1999, June 16, 2000 and July 3, 2001; and

• The description of our common stock included in our registration statement on Form 8-A, which was filed with the SEC on May 21, 1998, including any amendments or reports we file for the purpose of updating that description;

The SEC file number for all of these filings other than our registration statements on Form 8-A and Form S-8 is 333-48123. The SEC file numbers for our registration statements on Form 8-A and Form S-8 are 0-24343, 333-69951, 333-90635, 333-39460 and 333-64542, respectively.

Our SEC filings may be examined, and copies may be obtained, at the following location:

Public Reference Room

450 Fifth Street, N.W.

Room 1024

Washington, D.C. 20549

You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330.

A copy of our Annual Report is available on our Internet website at www.answerthink.com/ir. Our SEC filings are also available to the public on the SEC’s Internet site at http://www.sec.gov.

Our common stock is quoted on Nasdaq under the symbol “ANSR,” and our SEC filings can be read at the following Nasdaq address:

Nasdaq Operations

1735 K Street, N.W.

Washington, D.C. 20006

We will also provide without charge to each person to whom a copy of this offer to exchange is delivered, upon the written or oral request of any such person, a copy of any or all of the documents to which we have referred you, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to:

Answerthink, Inc.

Attention: Josie Estevez-Lugo

1001 Brickell Bay Drive

Suite 3000

Miami, Florida 33131

or by telephoning us at (305) 375-8005, extension 1084 between the hours of 9:00 a.m. and 5:00 p.m., Florida local time.

As you read the foregoing documents, you may find some inconsistencies in information from one document to another. If you find inconsistencies between the documents, or between a document and this offer to exchange, you should rely on the statements made in the most recent document.

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The information contained in this offer to exchange about Answerthink should be read together with the information contained in the documents to which we have referred you.

17. Miscellaneous.

This Offer to Exchange and the information incorporated by reference herein include ‘forward-looking statements’. All statements regarding our expected financial position and operating results, our business strategy, our financing plans and forecasted demographic and economic trends relating to our industry are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. We cannot promise you that our expectations in such forward-looking statements will turn out to be correct. Factors that impact such forward-looking statements include, among others, our ability to attract additional business, the timing of projects and the potential for contract cancellation by our customers, changes in expectations regarding the information technology industry, our ability to attract and retain skilled employees, possible changes in collections of accounts receivable, risks of competition, price and margin trends, changes in general economic conditions and interest rates, the risk that the Internal Revenue Service or the courts may not accept the amount or nature of one or more items of deduction, loss, income or gain as reported by Answerthink for tax purposes and the possible outcome of pending litigation and our actions in connection with such litigation. An additional description of our risk factors is set forth in our Annual Report on Form 10-K for the year ended January 3, 2003. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

By its terms, the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995 is not available in the context of a tender offer.

We are not aware of any jurisdiction where the making of the offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the offer is not in compliance with any valid applicable law, we will make a good faith effort to comply with such law. If, after such good faith effort, we cannot comply with such law, the offer will not be made to, nor will tenders be accepted from or on behalf of, the option holders residing in such jurisdiction.

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 representations in connection with the offer other than the information and representations contained in this document or in the related letter of transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by us.

Answerthink, Inc. June 11, 2003

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SCHEDULE A

INFORMATION ABOUT ANSWERTHINK’S DIRECTORS

AND EXECUTIVE OFFICERS

The following table sets forth the directors and executive officers of Answerthink, together with the total number of outstanding stock options (vested and unvested) to purchase Answerthink common stock held by each such director and executive officer as of May 31, 2003. Members of our Board of Directors and executive officers are not eligible to participate in the Offer.

Name	Positions and Offices Held	Total Outstanding Options
Ted A. Fernandez	Chairman and Chief Executive Officer	800,001
Allan R. Frank	President and Director	416,668
David N. Dungan	Chief Operating Officer and Director	416,668
John F. Brennan	Executive Vice President and Chief Financial Officer	165,001
Richard N. Hamlin	Director	20,000
Edwin A. Huston	Director	33,750
Jeffrey E. Keisling	Director	39,200
Alan T.G. Wix	Director	36,700
Aggregate Number of Options Beneficially Owned by Non- Employee Directors		129,650

Stock option grants were made to the following non-employee directors in the amounts and on such dates as indicated below. These transactions occurred during the 60 day period prior to the date hereof.

Name	Date	Number	Exercise Price
Edwin A. Huston	May 31, 2003	10,000	$2.14
Jeffrey E. Keisling	May 31, 2003	10,000	$2.14
Alan T.G. Wix	May 31, 2003	7,500	$2.14

A-1

Schedule B

EX-99.(A)(5)

EXHIBIT (a)(5)

[To be sent to all participants in the Offer shortly following July 14, 2003 unless the offer is extended]

[ANSWERTHINK LETTERHEAD]

[date]

[Name and address of option holder who elected to exchange options]

This letter confirms that on             , 2003, Answerthink, Inc. accepted for exchange and cancelled the options to purchase shares of Common Stock of Answerthink that you tendered pursuant to the terms of Answerthink’s Offer to Exchange Outstanding Options for New Options, dated June 11, 2003 (the “Offer to Exchange”) and the related Letter of Transmittal submitted by you. Subject to the terms and conditions described in the Offer to Exchange, Answerthink will grant you new options to purchase shares on or about             , 2004.

If you have any questions about this letter, please contact Diane Tuccito, Answerthink Human Resources, at 404-682-2444.

Sincerely,

Answerthink, Inc.

By:                                                               

Title: