-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KKu2dWmaDFWcILQx7f7tmP4cFlD5QjzaBXCrY3F9hKh108oj2op7a13bbaXvbQyR y1iiMtSZzVoBInhAEDZo5Q== /in/edgar/work/0000950169-00-001241/0000950169-00-001241.txt : 20001019 0000950169-00-001241.hdr.sgml : 20001019 ACCESSION NUMBER: 0000950169-00-001241 CONFORMED SUBMISSION TYPE: S-2/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FTI CONSULTING INC CENTRAL INDEX KEY: 0000887936 STANDARD INDUSTRIAL CLASSIFICATION: [8742 ] IRS NUMBER: 521261113 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-2/A SEC ACT: SEC FILE NUMBER: 333-45278 FILM NUMBER: 741701 BUSINESS ADDRESS: STREET 1: 2021 RESEARCH DR CITY: ANNAPOLIS STATE: MD ZIP: 21401 BUSINESS PHONE: 4102248770 FORMER COMPANY: FORMER CONFORMED NAME: FORENSIC TECHNOLOGIES INTERNATIONAL CORP DATE OF NAME CHANGE: 19960306 S-2/A 1 0001.txt FTI CONSULTING, INC. As filed with the Securities and Exchange Commission on October 17, 2000 Registration No. 333-45278 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- AMENDMENT NO. 3 TO FORM S-2 REGISTRATION STATEMENT Under The Securities Act of 1933 --------------- FTI CONSULTING, INC. (Exact name of registrant as specified in its charter) Maryland 52-1261113 (State of Incorporation) (I.R.S. Employer Identification No.) 2021 Research Drive Annapolis, MD 21401 (410) 224-8770 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------- Jack B. Dunn, IV Chief Executive Officer and Chairman 2021 Research Drive Annapolis, MD 21401 (410) 224-8770 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications, including all communications sent to the agent for service, should be sent to: Richard C. Tilghman, Jr., Esquire Scott C. Penwell, Esquire Piper Marbury Rudnick & Wolfe LLP Duane, Morris & Heckscher LLP 6225 Smith Avenue 305 North Front Street Baltimore, Maryland 21209 5th Floor, P. O. Box 1003 (410) 580-3000 Harrisburg, Pennsylvania 17108-1003 (717) 237-5500 --------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [_] If the registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof, pursuant to Item 11(A)(1) of this Form, check the following box: [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [_] - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The Company estimates that expenses in connection with the offering described in this registration statement (other than underwriting and brokerage discounts and commissions) will be as follows: SEC Registration Fee............................................... $ 12,619 NASD Filing Fee.................................................... 5,280 AMEX Application Fee............................................... 17,500 Printing and Engraving Fees........................................ 100,000 Legal Fees and Expenses............................................ 150,000 Accounting Fees and Expenses....................................... 150,000 Transfer Agent and Registrar's Fees................................ 5,000 Miscellaneous Expenses............................................. 9,601 -------- Total............................................................ $450,000 ========
All expenses are estimates, other than the filing fees payable to the Securities and Exchange Commission, the NASD and the American Stock Exchange. Item 15. Indemnification of Directors and Officers. Section 2-418 of the Maryland General Corporation Law permits indemnification of directors, officers, agents and controlling persons of a corporation under certain conditions and subject to certain limitations. FTI's Charter and Bylaws include provisions requiring that FTI indemnify its directors and officers to the fullest extent permitted by Maryland General Corporation Law, including circumstances in which indemnification is otherwise discretionary. Item 16. Exhibits.
Exhibit No. Description ------- ----------- 1.1 Form of Underwriting Agreement# 3.1 Amended and Restated Articles of Incorporation* 3.2 By-laws* 3.3 Amendment to Articles of Incorporation** 3.4 Amendment No. 1 to By-laws** 4.1 Specimen Common Stock Certificate*** 4.2 Form of Series A Stock Purchase Warrant dated as of February 4, 2000, by and between the Company and each of the lenders named in the Investment and Loan Agreement dated as of February 4, 2000 (schedules and exhibits omitted)**** 5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP 10.1 1992 Stock Option Plan, as amended* 10.2 1997 Stock Option Plan, as amended***** 10.3 Employment Agreement dated as of January 1, 1996, between Forensic Technologies International Corporation and Jack B. Dunn, IV*
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Exhibit No. Description ------- ----------- 10.4 Employment Agreement dated as of January 1, 1996, between Forensic Technologies International Corporation and Joseph R. Reynolds, Jr.* 10.5 Employee Stock Purchase Plan+ 10.6 Stock Purchase Agreement dated as of June 30, 1998, by and among FTI Consulting, Inc., Klick, Kent & Allen, Inc. and the stockholders named therein++ 10.7 Stock Purchase Agreement dated as of September 25, 1998, by and among FTI Consulting, Inc., Glenn R. Baker and Dennis A. Guenther+++ 10.8 Stock Purchase Agreement dated as of September 17, 1998, by and among FTI Consulting, Inc., Kahn Consulting, Inc., KCI Management Corp. and the stockholders named therein++++ 10.9 LLC Membership Interests Purchase Agreement dated as of January 31, 2000, by and among FTI Consulting, Inc., and Michael Policano and Robert Manzo (schedules and exhibits omitted)+++++ 10.10 Credit Agreement dated as of February 4, 2000, by and among FTI Consulting, Inc. and its subsidiaries named therein, Newcourt Commercial Finance Corporation, an affiliate of The CIT Group, Inc., and the other agents and lenders named therein (schedules and exhibits omitted)+++++ 10.11 Investment and Loan Agreement dated as of February 4, 2000, by and among FTI Consulting, Inc. and its subsidiaries named therein, Jack B. Dunn, IV, Stewart J. Kahn, Allied Capital Corporation and the other lenders named therein (schedules and exhibits omitted)+++++ 23.1 Consent of Ernst & Young LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of Piper Marbury Rudnick & Wolfe LLP (contained in Exhibit 5.1) 24.1 Power of Attorney# 99.1 Ernst & Young LLP Report on Financial Statement Schedule# 99.2 Valuation and Qualifying Accounts Schedule#
- -------- * Incorporated by reference from the Company's Registration Statement on Form SB-1, as amended (File No. 333-2002). ** Incorporated by reference from the Company's Registration Statement on Form 8-A (File No. 001-14875). *** Incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1998. **** Incorporated by reference from the Company's Current Report on Form 8-K filed February 15, 2000. ***** Incorporated by reference from the Company's Registration Statement on Form S-8 (File No. 333-32160). + Incorporated by reference from the Company's Registration Statement on Form S-8 (File No. 333-30357). ++ Incorporated by reference from the Company's Current Report on Form 8-K filed July 15, 1998. +++ Incorporated by reference from the Company's Current Report on Form 8-K filed October 13, 1998. ++++ Incorporated by reference from the Company's Current Report on Form 8-K filed October 2, 1998. +++++ Incorporated by reference from the Company's Current Report on Form 8-K filed February 15, 2000. # Previously filed. II-2 Item 17. Undertakings. (a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (b) The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Baltimore, Maryland, on this 17th day of October, 2000. FTI Consulting, Inc. /s/ Jack B. Dunn, IV By: _________________________________ Jack B. Dunn, IV Chief Executive Officer and Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Jack B. Dunn, IV Chief Executive Officer October 17, 2000 ______________________________________ (principal executive Jack B. Dunn, IV officer) and Chairman of the Board * President, Chief Operating October 17, 2000 ______________________________________ Officer and Director Stewart J. Kahn /s/ Theodore I. Pincus Executive Vice President, October 17, 2000 ______________________________________ Chief Financial Officer Theodore I. Pincus (principal financial accounting officer) and Secretary * Director October 17, 2000 ______________________________________ Scott S. Binder * Director October 17, 2000 ______________________________________ Denis J. Callaghan
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Signature Title Date --------- ----- ---- * Director October 17, 2000 ______________________________________ James A. Flick * Director October 17, 2000 ______________________________________ Peter F. O'Malley * Director October 17, 2000 ______________________________________ Dennis J. Shaughnessy * Director October 17, 2000 ______________________________________ George P. Stamas
/s/ Jack B. Dunn, IV *By: ____________________________ Jack B. Dunn, IV Attorney-in-fact II-5 EX-5.1 2 0002.txt OPINION LETTER Exhibit 5.1 [LETTERHEAD OF PIPER MARBURY RUDNICK & WOLFE LLP] October 17, 2000 FTI Consulting, Inc. 2021 Research Drive Annapolis, MD 21401 Re: Registration Statement on Form S-2 ---------------------------------- Gentlemen: We have acted as counsel to FTI Consulting, Inc., a Maryland corporation (the "Company"), in connection with the Company's Registration Statement on Form S-2, as amended by Amendments No. 1, 2 and 3 (the "Registration Statement"; Reg. No. 333-45278), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates in the aggregate to up to 4,874,850 shares (the "Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"). Of such Shares, the Company is selling 3,500,000 shares of Common Stock and 739,000 shares of Common Stock are being sold by various selling shareholders. In addition, the Company and some of the selling shareholders have granted the underwriters the right to purchase up to 635,850 additional shares of Common Stock to cover any over-allotments. In this capacity, we have examined the Company's Charter and By-Laws, the resolutions of the Board of Directors of the Company relating to the issuance of the Shares, and such other documents, instruments, and matters of law as we have deemed necessary to the rendering of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies. FTI Consulting, Inc. October 17, 2000 Page 2 Based upon the foregoing, we are of the opinion and advise you that the Shares have been duly authorized and, upon the issuance and sale of the Shares in accordance with the resolutions adopted by the Board of Directors of the Company, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name as it appears under the caption "Legal Matters." In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Piper Marbury Rudnick & Wolfe LLP EX-23.1 3 0003.txt CONSENT Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Selected Financial Data" and "Experts", and to the use of our report dated February 11, 2000, included in Amendment No. 3 to the Registration Statement (Form S-2 No. 333-45278) and related prospectus of FTI Consulting, Inc. for the registration of 4,874,850 shares of its common stock. /s/ Ernst & Young LLP Baltimore, Maryland October 16, 2000 EX-23.2 4 0004.txt CONSENT Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Selected Financial Data" and "Experts", and to the use of our report dated March 10, 2000, with respect to the financial statements of Policano & Manzo L.L.C., included in Amendment No. 3 to the Registration Statement (Form S-2 No. 333-45278) and related prospectus of FTI Consulting, Inc. for the registration of 4,874,850 shares of its common stock. /s/ Ernst & Young LLP Baltimore, Maryland October 16, 2000 -----END PRIVACY-ENHANCED MESSAGE-----