<PAGE>
As filed with the Securities and Exchange Commission on May 10, 1996
Registration No. 333-
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-8
Registration Statement Under
the Securities Act of 1933
----------------------------
WHITTMAN-HART, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3797833
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 South Wacker Drive
Suite 3500
Chicago, Illinois 60606-6618
(Address of principal executive offices)
1995 INCENTIVE STOCK PLAN
and
EMPLOYEE STOCK PURCHASE PLAN
(Full Titles of the Plans)
Robert F. Bernard
Chief Executive Officer Telephone number,
Whittman-Hart, Inc. including area code,
311 South Wacker Drive, Suite 3500 of agent for service:
Chicago, Illinois 60606-6618 (312) 922-9200
(Name and address of agent for service)
- ------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
- ------------------------------------------------------------------------------
Common Stock,
par value $0.001
per share 2,400,000 Shares $26.125 $62,700,000 $21,621
- ------------------------------------------------------------------------------
1 An undetermined number of additional shares may be issued if the anti-
dilution adjustment provisions of the plans become operative.
2 Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933 on the
basis of the average of the high and low prices of the Common Stock as quoted
on the Nasdaq National Market on May 8, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement:
(1) The registrant's Registration Statement on Form S-1 (Registration No.
333-1778), as amended ("Registration Statement"), which has heretofore been
filed by the Company with the Commission pursuant to the Securities Act of
1933, as amended (the "Act").
(2) The registrant's 424(b) prospectus relating to the Registration
Statement filed by the Company with the Commission pursuant to the Act.
(3) The description of the registrant's Common Stock contained in the
registrant's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "1934 Act").
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to
as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which the
offering made by this Registration Statement is in effect prior to the filing
with the Commission of the registrant's Annual Report on Form 10-K covering
such year shall not be Incorporated Documents or be incorporated by reference
in this Registration Statement or be a part hereof from and after the filing
of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12(g) of
the 1934 Act.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant, being incorporated under the General Corporation Law of the
State of Delaware (the "DGCL"), is empowered by Section 145 of the DGCL,
subject to the procedures and limitations stated therein, to indemnify any
person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with any threatened, pending or completed action, suit or
proceeding to which such person is made a party or threatened to be made a
party by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. Section
145 provides that indemnification pursuant to its provisions is not exclusive
of other rights of indemnification to which a person may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors or
otherwise.
The registrant's Amended and Restated Certificate of Incorporation and
Second Amended and Restated By-Laws contain provisions that require the
registrant to indemnify its directors and officers to the fullest extent
permitted by Delaware law.
The registrant's Amended and Restated Certificate of Incorporation contains
a provision that eliminates, to the fullest extent permitted by Delaware law,
the personal liability of each director of the registrant to the registrant and
its stockholders for monetary damages for certain breaches of fiduciary duty.
This provision does not affect the director's liability for monetary damages
for breaches of the duty of loyalty, actions or omissions not in good faith,
knowing violation of law or intentional misconduct, willful or negligent
conduct in approving an unlawful dividend, stock repurchase or redemption or
obtaining any improper personal benefit.
The registrant maintains directors and officers liability insurance
covering all directors and officers of the registrant against claims arising out
of the performance of their duties.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Reference is made to the Exhibit Index.
Item 9. UNDERTAKINGS.
The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment 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.
(3) That, for the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934
Act) that is incorporated by reference in this Registration Statement 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.
(4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE>
(5) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 9th day of May, 1996.
WHITTMAN-HART, INC.
By: /s/ Robert F. Bernard
-------------------------------------
Robert F. Bernard
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Whittman-Hart, Inc.,
hereby severally constitute Robert F. Bernard and Kevin M. Gaskey, and each
of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and
any and all amendments (including post-effective amendments) to said
Registration Statement, and generally to do all such things in our name and
behalf in the capacities indicated below to enable Whittman-Hart, Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any
of them, to said Registration Statement and any and all amendments thereto.
Pursuant to the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities
indicated on the 9th day of May, 1996.
SIGNATURE TITLE
/s/ Robert F. Bernard Chairman of the Board of Directors, President and
- ---------------------
Robert F. Bernard Chief Executive Officer
/s/ Kevin M. Gaskey Chief Financial Officer and Treasurer (Principal
- ---------------------
Kevin M. Gaskey
Financial and Accounting Officer)
/s/ Edward V. Szofer Vice President, Chief Operating Officer and Director
- ---------------------
Edward V. Szofer
/s/ Paul D. Carbery Director
- ---------------------
Paul D. Carbery
/s/ Robert F. Steel Director
- ---------------------
Robert F. Steel
/s/ Larry P. Roches Director
- ---------------------
Larry P. Roches
II-4
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 Amended and Restated Certificate of Incorporation as currently
in effect (incorporated herein by reference to Exhibit 3.1 to
Registrant's Registration Statement on Form S-1, as amended,
Registration No. 333-1778).
4.2 Second Amended and Restated By-Laws of the Registrant as
currently in effect (incorporated herein by reference to
Exhibit 3.2 to Registrant's Registration Statement on
Form S-1, as amended, Registration No. 333-1778).
5* Opinion (including consent) of McDermott, Will & Emery.
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of McDermott, Will & Emery (included in Exhibit 5).
24* Power of Attorney (included on signature page).
*Filed herewith.
II-5
<PAGE>
EXHIBIT 5
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606-5096
312-372-2000
Facsimile 312-984-7700
May 3, 1996
Whittman-Hart, Inc.
311 South Wacker Drive
Suite 3500
Chicago, Illinois 60606
Re: 2,4000,000 shares of Common Stock (par value $0.01 per
share) for Whittman-Hart, Inc.'s 1995 Stock Incentive
Plan and Employee Stock Purchase Plan (the "Plans")
----------------------------------------------------
Gentlemen:
We have acted as counsel for Whittman-Hart, Inc. (the "Company") in
connection with the adoption of the Plans, with respect to which there is
being prepared and filed a Registration Statement on Form S-8 (the
"Registration Statement") for the registration under the Securities Act of
1933, as amended, of 2,400,00 shares of the Company's Common Stock, par value
$0.01 per share (the "Common Stock"), which may be issued pursuant to the
Plans.
We have examined or considered:
1. A copy of the Company's Amended and Restated Certificate of
Incorporation.
2. The By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of Delaware, as of a
recent date, as to the good standing of the Company in that state.
4. A copy of resolutions duly adopted by the Board of Directors of the
Company relating to the Plans.
5. A copy of the Plans.
<PAGE>
Whittman-Hart, Inc.
May 3, 1996
Page 2
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
Based on the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common
Stock under the Plans have been duly taken, and the Common
Stock, upon issuance pursuant to the terms of the Plans, will be
duly authorized, legally and validly issued, fully paid and
nonassessable.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to
the Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
<PAGE>
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors and Stockholders
Whittman-Hart, Inc.:
We consent to incorporation in the registration statement on Form S-8 of
Whittman-Hart, Inc. of our report dated February 19, 1996, except for
paragraph two of Note 13, which is as of April 3, 1996, related to the
balance sheets of Whittman-Hart, Inc. as of December 31, 1995 and 1994, and
the related statements of earnings, stockholders' equity, and cash flows, and
our report dated February 19, 1996 related to the financial statement
schedule, for each of the years in the three-year period ended December 31,
1995, which reports appear in the registration statement on Form S-1
(Registration No. 333-1778) of Whittman-Hart, Inc.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
May 2, 1996
