<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
WHITTMAN-HART, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[WHITTMAN-HART LETTERHEAD]
October 28, 1996
To the Stockholders of
WHITTMAN-HART, INC.:
You are cordially invited to attend a Special Meeting of Stockholders of
Whittman-Hart, Inc. to be held at the Company's offices, 311 South Wacker Drive,
Suite 3500, Chicago, Illinois 60606-6618, on Monday, November 25, 1996 at 10:00
a.m., local time.
The attached Notice of Special Meeting and Proxy Statement fully describe
the formal business to be transacted at the Special Meeting, which includes the
approval of an amendment to the Company's Amended and Restated Certificate of
Incorporation to increase the Company's total authorized Common Stock and to
eliminate the 10% Cumulative Convertible Preferred Stock from the Company's
authorized capital.
Directors and officers of the Company will be present to help host the
Special Meeting and to respond to any questions that our stockholders may have.
Whether or not you plan to attend the Special Meeting, it is important that your
shares be represented. Regardless of the number of shares you own, please date,
sign and mail the enclosed proxy promptly.
We look forward to seeing you on November 25, 1996.
Sincerely,
Robert F. Bernard
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
<PAGE>
[WHITTMAN-HART LETTERHEAD]
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 25, 1996
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To the Stockholders of
WHITTMAN-HART, INC.
NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders (the
"Special Meeting") of Whittman-Hart, Inc. (the "Company") will be held at the
Company's offices, 311 South Wacker Drive, Suite 3500, Chicago, Illinois
60606-6618, on Monday, November 25, 1996 at 10:00 a.m., local time. A proxy and
a Proxy Statement for the Special Meeting are enclosed.
The Special Meeting is for the following purposes:
(1) To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the Company's total authorized
common stock and to eliminate the 10% Cumulative Convertible Preferred
Stock from the Company's authorized capital.
(2) To transact such other business as may properly come before the Special
Meeting or any adjournments thereof.
The close of business on October 21, 1996 has been fixed as the record date
for determining stockholders entitled to notice of and to vote at the Special
Meeting or any adjournments thereof. For a period of at least ten days prior to
the Special Meeting, a complete list of stockholders entitled to vote at the
Special Meeting shall be open to the examination of any stockholder during
ordinary business hours at the Company's offices, 311 South Wacker Drive, Suite
3500, Chicago, Illinois 60606-6618.
Information concerning the matters to be acted upon at the Special Meeting
is set forth in the accompanying Proxy Statement.
By Order of the Board of Directors,
Edward V. Szofer
CORPORATE SECRETARY
CHICAGO, ILLINOIS
OCTOBER 28, 1996
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING IN
PERSON ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
WHITTMAN-HART, INC.
311 SOUTH WACKER DRIVE
SUITE 3500
CHICAGO, ILLINOIS 60606-6618
(312) 922-9200
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PROXY STATEMENT
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SPECIAL MEETING OF STOCKHOLDERS
NOVEMBER 25, 1996
The accompanying proxy is solicited by the Board of Directors of
Whittman-Hart, Inc. (the "Company") for use at the Special Meeting of
Stockholders to be held on November 25, 1996, or at any adjournments thereof
(the "Special Meeting"). Giving the proxy will not in any way affect a
stockholder's right to attend the Special Meeting and to vote in person. The
approximate date on which this Proxy Statement and the accompanying proxy will
be mailed or otherwise delivered to stockholders is October 28, 1996.
A proxy in the accompanying form which is properly signed, dated, returned
and not revoked will be voted in accordance with the instructions contained
therein. Unless contrary instructions are given, proxies will be voted for
approval of the item on the proxy. Discretionary authority is provided in the
proxy as to any matters not specifically referred to therein. Management is not
aware of any other matters which are likely to be brought before the Special
Meeting. However, if any such matters properly come before the Special Meeting,
it is understood that the proxy holder or holders are fully authorized to vote
thereon in accordance with his or their judgment and discretion.
The proxy may be revoked at any time before it is exercised by providing
written notice of such revocation to Whittman-Hart, Inc., 311 South Wacker
Drive, Suite 3500, Chicago, Illinois 60606-6618, Attn: Corporate Secretary. The
proxy also may be revoked by the attendance and voting by a stockholder at the
Special Meeting or by the execution and delivery to the Company of a proxy dated
subsequent to a prior proxy.
RECORD DATE AND OUTSTANDING SHARES
The Board of Directors has fixed the close of business on October 21, 1996
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Special Meeting. As of October 8, 1996, there were
outstanding 10,052,330 shares of Common Stock. The outstanding shares of Common
Stock constitute the only outstanding voting securities of the Company entitled
to be voted at the Special Meeting. Each holder of Common Stock is entitled to
one vote for each share held by such person with respect to each matter to be
voted on at the Special Meeting.
REQUIRED VOTE
The affirmative vote of a majority of the outstanding shares of Common Stock
entitled to vote thereon is required to approve the amendment to the Company's
Amended and Restated Certificate of Incorporation (the "Certificate"). Robert F.
Bernard, who owns approximately 38% of the Company's outstanding Common Stock,
has advised the Company's Board of Directors that he will vote his shares in
favor of the proposal described in this statement.
1
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QUORUM; ABSTENTIONS AND BROKER NON-VOTES
The presence at the Special Meeting in person or by proxy of the holders of
a majority of the outstanding shares of Common Stock is necessary to constitute
a quorum. Abstentions and broker non-votes will be included in determining the
presence of a quorum. Abstentions and broker non-votes will have the same effect
as votes against the proposal to approve the amendment to the Certificate.
PROXIES
Robert F. Bernard and David P. Shelow, the persons named as proxies on the
proxy accompanying this Proxy Statement, have been selected by the Board of
Directors of the Company to serve in such capacity. Mr. Bernard is a director of
the Company. Each executed and returned proxy will be voted in accordance with
the directions indicated thereon, or if no direction is indicated, such proxy
will be voted in accordance with the recommendations of the Board of Directors
contained in this Proxy Statement.
AMENDMENT OF COMPANY'S AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE COMPANY'S TOTAL AUTHORIZED COMMON
STOCK AND TO ELIMINATE THE 10% CUMULATIVE CONVERTIBLE PREFERRED
STOCK FROM THE COMPANY'S AUTHORIZED CAPITAL
(PROPOSAL 1)
In October 1996, the Board of Directors proposed and recommended for
adoption by the Company's stockholders an amendment to the Certificate that
would (i) increase the Company's total authorized Common Stock from 15,000,000
shares to 37,000,000 shares and (ii) eliminate the 10% Cumulative Convertible
Preferred Stock from the Company's authorized capital. No change will be made to
the number of authorized shares of Preferred Stock. The Company's stockholders
are asked to approve this amendment.
The proposed amendment provides that paragraph A of Article Four of the
Certificate be amended to read in its entirety as follows:
"AUTHORIZED SHARES. The total number of shares of all
classes of stock which the Corporation shall have
authority to issue is forty million (40,000,000),
consisting of thirty-seven million (37,000,000) shares of
Common Stock, $.001 par value per share (the "Common
Stock"), and three million (3,000,000) shares of Preferred
Stock, $.001 par value per share (the "Preferred Stock")."
The proposed amendment also provides for the elimination of paragraph B of
Article Four of the Certificate which provides the terms of the 10% Cumulative
Convertible Preferred Stock.
REASONS FOR THE PROPOSAL -- As of October 8, 1996, there were 10,052,330
shares of Common Stock issued and outstanding, and 2,348,462 shares reserved for
issuance under the Company's Stock Purchase Plan and the Company's 1995 Stock
Incentive Plan. Consequently, 2,599,208 shares of Common Stock were available
for future issuance as of October 1, 1996. As of that date, there were no issued
and outstanding shares of Cumulative Convertible Preferred Stock.
Subject to stockholder approval of the increase in authorized stock and
future market conditions, the Company intends to declare a 2-for-1 stock split
effected in the form of a 100% stock dividend. In addition, the Board of
Directors believes that it is desirable for the Company to have available
additional authorized but unissued shares of Common Stock to provide the Company
with shares of Common Stock to be used for general corporate purposes, future
acquisitions and equity financings. Approval of the proposed amendment now will
eliminate the delays and expense which otherwise would be incurred if
stockholder approval were required to increase the authorized number of shares
of Common Stock for possible future transactions involving the issuance of
additional shares.
2
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In connection with the Company's initial public offering, all 239,019
authorized, issued and outstanding shares of 10% Cumulative Convertible
Preferred Stock were converted into Common Stock. The Company does not
contemplate reissuing such shares and, accordingly, proposes to eliminate the
class of 10% Cumulative Convertible Preferred Stock from the Certificate.
EFFECT OF INCREASE -- The additional shares of Common Stock may be issued,
subject to certain exceptions, by the Board of Directors at such times, in such
amounts and upon such terms as the Board may determine without further approval
of the stockholders. The Company's current stockholders could suffer a dilution
of voting rights, net income and net tangible book value per share of the Common
Stock as the result of any such issuance of Common Stock depending on the number
of shares issued and the purpose, terms and conditions of the issuance. The
additional shares of Common Stock could have an "anti-takeover" effect in that
they could discourage an attempt to obtain control of the Company by means of a
merger, tender offer, proxy contest or otherwise and could make the removal of
the present management of the Company more difficult. Such shares could be
issued for the purpose of making more difficult, time-consuming or costly an
acquisition of a controlling interest in the Company deemed undesirable by the
Board of Directors, even if such acquisition is desired by certain stockholders
of the Company. The Company's stockholders have no preemptive rights to
subscribe for additional shares when issued.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE AMENDMENT
TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
THE COMPANY'S TOTAL AUTHORIZED COMMON STOCK AND TO ELIMINATE THE 10% CUMULATIVE
CONVERTIBLE PREFERRED STOCK FROM THE COMPANY'S AUTHORIZED CAPITAL.
3
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SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth, as of October 8, 1996, certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each executive officer and director of
the Company and (iii) all executive officers and directors as a group. Each
person or entity named below has (a) an address in care of the Company's
principal executive offices, and (b) to the Company's knowledge, sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by such holder.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
NAME OWNED OWNERSHIP (6)
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<S> <C> <C>
Robert F. Bernard.............................................................. 3,840,492 38.2%
Edward V. Szofer(1)............................................................ 215,563 2.1
Kevin M. Gaskey(1)............................................................. 58,425 *
Susan B. Reardon(1)............................................................ 38,602 *
Glen A. Metelmann(1)........................................................... 22,809 *
Robert F. Steel(2)............................................................. -- --
Paul D. Carbery(3)............................................................. 61,787 *
Lawrence P. Roches (1)......................................................... 2,000 *
Directors and executive officers as a group (8 persons)(1)..................... 4,239,678 42.0%
</TABLE>
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* less than one percent.
(1) Includes shares of Common Stock which can be acquired through the exercise
of options on or before December 7, 1996, as follows: Edward V.
Szofer--5,443 shares; Kevin M. Gaskey--13,425 shares; Susan B.
Reardon--5,429 shares; Glen A. Metelmann--5,429 shares; Lawrence P.
Roches--2,000 shares; and all executive officers and directors as a
group--31,726 shares.
(2) Mr. Steel, a director of the Company, is a limited partner of Platinum
Venture Partners I, L.P. and Platinum Venture Partners II, L.P. As such, Mr.
Steel may be deemed to beneficially own the 18,782 shares of the Common
Stock beneficially owned by Platinum Venture Partners I, L.P. and the 21,465
shares of the Common Stock beneficially owned by Platinum Venture Partners
II, L.P. Mr. Steel disclaims beneficial ownership of these shares within the
meaning of Rule 13d-3 under the Securities and Exchange Act of 1934
("Exchange Act").
(3) Mr. Carbery, a director of the Company, is a general partner of Frontenac
Company, which is the general partner of Frontenac VI Limited Partnership.
As such, Mr. Carbery may be deemed to beneficially own the 61,787 shares of
Common Stock beneficially owned by Frontenac VI Limited Partnership. Mr.
Carbery disclaims beneficial ownership of these shares within the meaning of
Rule 13d-3 under the Exchange Act.
4
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OTHER MATTERS
SOLICITATION
The cost of soliciting proxies in the accompanying form will be borne by the
Company. In addition to the solicitation of proxies by the use of the mails,
certain officers and associates (who will receive no compensation therefor in
addition to their regular salaries) may be used to solicit proxies personally
and by telephone and telegraph. In addition, banks, brokers and other
custodians, nominees and fiduciaries will be requested to forward copies of the
proxy material to their principals and to request authority for the execution of
proxies. The Company will reimburse such persons for their expenses in so doing.
In addition, the Company has engaged Proxy Services, Inc. to assist in
soliciting proxies for a fee of approximately $2,000 plus reasonable out of
pocket expenses.
STOCKHOLDER LIST
A list of stockholders entitled to vote at the Special Meeting, arranged in
alphabetical order, showing the address of and number of shares registered in
the name of each stockholder, will be open to the examination of any
stockholder, for any purpose germane to the Special Meeting, during ordinary
business hours, for a period of at least ten days prior to the Special Meeting
and continuing through the date of the Special Meeting, at the offices of the
Company, 311 South Wacker Drive, Suite 3500, Chicago, Illinois 60606-6618.
INCORPORATION BY REFERENCE
No documents are incorporated herein by reference.
Please date, sign and return the enclosed proxy at your earliest convenience
in the enclosed envelope. No postage is required for mailing in the United
States. A prompt return of your proxy will be appreciated.
By Order of the Board of Directors,
Edward V. Szofer,
CORPORATE SECRETARY
5
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PROXY THIS PROXY IS SOLICITED
ON BEHALF OF THE
BOARD OF DIRECTORS
WHITTMAN-HART, INC.
311 SOUTH WACKER DRIVE, SUITE 3500, CHICAGO, ILLINOIS 60606-6618
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 25, 1996
TO VOTE AT THE SPECIAL MEETING IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS OF WHITTMAN-HART, INC. SIGN AND DATE THE REVERSE SIDE OF
THIS CARD WITHOUT CHECKING ANY BOX.
The undersigned holder of Common Stock, par value $.001 per share, of Whittman-
Hart, Inc. (the "Company") hereby appoints Robert F. Bernard and David P.
Shelow, or either of them, with full power of substitution in each, as proxies
to cast all votes which the undersigned stockholder is entitled to cast at the
Special Meeting of Stockholders of the Company (the "Special Meeting") to be
held on Monday, November 25, 1996 at 10:00 a.m., local time, at the Comany's
offices, 311 South Wacker Drive, Suite 3500, Chicago, Illinois 60606-6618, and
at any adjournments thereof, upon the following matters. The undersigned
stockholder hereby revokes any proxy or proxies heretofore given.
1. PROPOSAL TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE COMPANY'S TOTAL AUTHORIZED COMMON STOCK
AND TO ELIMINATE THE 10% CUMULATIVE CONVERTIBLE PREFERRED STOCK FROM
THE COMPANY'S AUTHORIZED CAPITAL.
/ / FOR / / AGAINST / / ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Special Meeting, or any
adjournments thereof.
(continued, and to be signed, on reverse side)
<PAGE>
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(continued from other side)
This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. UNLESS CONTRARY DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR PROPOSAL 1 AND IN ACCORDANCE WITH THE JUDGMENT OF THE
PERSONS NAMED AS PROXIES HEREIN AS TO OTHER MATTERS. The undersigned
stockholder may revoke this proxy at any time before it is voted by delivering
to the Corporate Secretary of the Company either a written revocation of the
proxy or a duly executed proxy bearing a later date, or by appearing at the
Special Meeting and voting in person. The undersigned stockholder hereby
acknowledges receipt of the Notice of Special Meeting of Stockholders and Proxy
Statement.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. If you receive more than one proxy card, please sign and return ALL
cards in the enclosed envelope.
DATED:________________________________
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Signature
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Signature (if held jointly)
Please date and sign exactly as the name appears hereon. When signing as
executor, administrator, trustee, guardian, attorney-in-fact or other fiduciary,
please give title as such. When signing as corporation, please sign in full
corporate name by President or other authorized officer. If you sign for a
partnership, please sign in partnership name by an authorized person.
