<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
WHITTMAN-HART, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7379 36-3797833
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification Code No.) No.)
organization)
</TABLE>
311 SOUTH WACKER DRIVE, SUITE 3500, CHICAGO, ILLINOIS 60606-6618; (312) 922-9200
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ROBERT F. BERNARD
CHIEF EXECUTIVE OFFICER
WHITTMAN-HART, INC.
311 SOUTH WACKER DRIVE, SUITE 3500, CHICAGO, ILLINOIS 60606-6618; (312) 922-9200
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
------------------------
COPIES TO:
<TABLE>
<S> <C>
DOUGLAS R. NEWKIRK MATTHEW S. BROWN
J. TODD ARKEBAUER MARK D. WOOD
SACHNOFF & WEAVER, LTD. KATTEN MUCHIN & ZAVIS
30 S. WACKER DRIVE, 29TH FLOOR 525 W. MONROE STREET, SUITE 1600
CHICAGO, ILLINOIS 60606-7484 CHICAGO, ILLINOIS 60661
(312) 207-1000 (312) 902-5200
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
------------------------
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 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 number of the earlier effective
registration statement for the same offering. /X/ 333-09617
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 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. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.001 par value............. 230,000 $28.69 $6,598,700 $2,276
</TABLE>
(1) Includes 30,000 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for purposes of computing the registration fee pursuant to
Rule 457(c) under the Securities Act of 1933 on the basis of the average
high and low prices of the Common Stock on the Nasdaq National Market on
August 19, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, by Whittman-Hart, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission"). This Registration
Statement hereby incorporates by reference the contents of the Registration
Statement on Form S-1 (File No. 333-09617) relating to the offering of up to
2,070,000 shares of common stock of the Company filed on August 6, 1996.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $2,276.00 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on August 22, 1996); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to cover
the amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on August 22, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Chicago, Illinois on August 21, 1996.
WHITTMAN-HART, INC.
By: /s/ ROBERT F. BERNARD
------------------------------------
Robert F. Bernard
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 21st day of August, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<C> <S>
/s/ ROBERT F. BERNARD President, Chief Executive Officer and Chairman of the
------------------------------------------- Board of Directors and Director (Principal Executive
Robert F. Bernard Officer)
*
------------------------------------------- Chief Financial Officer and Treasurer (Principal
Kevin M. Gaskey Financial and Accounting Officer)
*
------------------------------------------- Director
Edward V. Szofer
*
------------------------------------------- Director
Paul D. Carbery
*
------------------------------------------- Director
Robert F. Steel
*
------------------------------------------- Director
Larry P. Roches
By: /s/ ROBERT F. BERNARD
----------------------------------------
Robert F. Bernard, Attorney-In-Fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
<C> <S>
5.1 Opinion of Sachnoff & Weaver, Ltd.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Sachnoff & Weaver, Ltd. (contained in its opinion filed as Exhibit 5.1 hereto).
24.1* Powers of Attorney
</TABLE>
* Incorporated by reference from Exhibit 24.1 to the Company's Registration
Statement on Form S-1 (File No. 333-09617).
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
August 21, 1996
Whittman-Hart, Inc.
311 South Wacker Drive, Suite 3500
Chicago, Illinois 60606-6618
Dear Ladies and Gentlemen:
We have acted as counsel to Whittman-Hart, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-1
(the "Registration Statement"), filed by the Company under the Securities Act
of 1933, as amended, with the Securities and Exchange Commission (the
"Commission"), relating to the sale of up to 230,000 shares (the "Shares") of
the Company's Common Stock, par value $.001 per share. We have examined the
Registration Statement and such other documents and have made such further
investigations as we have deemed necessary to enable us to express the
opinion hereinafter set forth.
We hereby advise you that in our opinion the Shares have been duly
authorized by the Company and, upon payment and delivery in accordance with
the Underwriting Agreement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ SACHNOFF & WEAVER
SACHNOFF & WEAVER, LTD.
<PAGE>
EXHIBIT 23.1
ACCOUNTANT'S CONSENT
The Board of Directors and Stockholders
Whittman-Hart, Inc.
We consent to the use of our reports incorporated by reference herein.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
August 21, 1996
