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As filed with the Securities and Exchange Commission on May 4, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WHITTMAN-HART, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 7379 36-3797833
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
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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 executive offices)
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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)
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Copies To:
SCOTT GIERKE, P.C. MATTHEW S. BROWN
McDermott, Will & Emery MARK D. WOOD
227 West Monroe Street, Suite 3100 Katten, Muchin & Zavis
Chicago, Illinois 60606-5096 525 W. Monroe Street, Suite 1600
(312) 372-2000 Chicago, IL 60661
(312) 938-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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. /X/ 333-50029
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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Calculation of Registration Fee
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Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate offering Amount of
securities to be registered registered(1) per share(2) price(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock (par value 460,000 shares $43.38 $19,954,800 $5,887
$.001 per share)
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(1) Includes 60,000 shares subject to an over-allotment option granted to the
Underwriters.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a).
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Reg. No 333-50029) filed by Whittman-Hart, Inc. (the
"Company") with the Securities and Exchange Commission on April 14, 1998, as
amended, which was declared effective on May 1, 1998, at 1:00 p.m. Eastern Time,
are incorporated herein by reference.
The Company hereby certifies that it has given wire instructions to its
bank to transmit the filing fee of $5,887 to the Securities and Exchange
Commission's bank account (No. 910 8739) at the Mellon Bank in Pittsburgh,
Pennsylvania as soon as practicable on May 5, 1998. The Company hereby
certifies (i) that it will not revoke such instructions and (ii) that it has
sufficient funds in its account to pay the filing fee. These funds have been
designated unrestricted and the Company agrees that it will confirm receipt of
these instructions with its bank on May 5, 1998.
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Chicago, Illinois on May 4, 1998.
WHITTMAN-HART, INC.
By: /s/ Kevin M. Gaskey
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Kevin M. Gaskey, Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons or their
attorneys-in-fact in the capacities indicated on May 4, 1998.
SIGNATURE TITLE
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* Chief Executive Officer and Chairman
- --------------------------------- of the Board of Directors (Principal
Robert F. Bernard Executive Officer)
/s/ Kevin M. Gaskey Chief Financial Officer and Treasurer
- --------------------------------- (Principal Financial and Accounting
Kevin M. Gaskey Officer)
* Director, President and Secretary
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Edward V. Szofer
* Director
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Paul D. Carbery
* Director
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Larry P. Roches
* Director
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Robert F. Steel
*By: /s/ Kevin M. Gaskey
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Kevin M. Gaskey
ATTORNEY-IN-FACT
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EXHIBIT INDEX
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Exhibit
No. Description
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<S> <C>
+1.1 Form of Underwriting Agreement.
*3.1 Amended and Restated Certificate of Incorporation of the Company.
*3.2 Second Amended and Restated By-Laws of the Company.
*4.1 Specimen stock certificate representing Common Stock.
5.1 Opinion of McDermott, Will & Emery.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of McDermott, Will & Emery (contained in its opinion filed
as Exhibit 5.1 hereto).
+24.1 Powers of Attorney.
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* Incorporated herein by reference to Whittman-Hart, Inc. Registration
Statement on Form S-1 (No. 333-1778), which was declared effective by the
Securities and Commission on May 2, 1996.
+ Incorporated by reference to the like number exhibit to the Company's
Registration Statement on Form S-3, as amended (Registration No.
333-50029), which was declared effective by the Securities and Commission
on May 1, 1998.
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Exhibit 5.1
May 4, 1998
Whittman-Hart, Inc.
311 South Wacker Drive, Suite 3500
Chicago, IL 60606-6618
Re: Registration Statement on Form S-3 pursuant to Rule 462(b) filed in
connection with the Registration Statement on Form S-3 (Registration
Statement No. 333-50029)
Ladies and Gentlemen:
You have requested our opinion in connection with the above-referenced
registration statement on Form S-3 to be filed by Whittman-Hart, Inc., a
Delaware corporation (the "Company"), pursuant to Section 462(b) of the
Securities Act of 1933, as amended (the "Registration Statement"), under which
the Company intends to issue and sell 400,000 additional shares of Common Stock,
par value $0.001 per share, of the Company plus up to an additional 60,000
shares of Common Stock granted to the underwriters by the Company to cover
over-allotments (the "Shares").
In arriving at the opinion expressed below, we have examined the
Registration Statement and such other documents as we have deemed necessary to
enable us to express the opinion hereinafter set forth. In addition, we have
examined and relied, to the extent we deem proper, on certificates of officers
of the Company as to factual matters, and on the originals or copies certified
or otherwise identified to our satisfaction, of all such corporate records of
the Company and such other instruments and certificates of public officials and
other persons as we have deemed appropriate. In our examination, we have
assumed the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
the genuineness of all signatures on documents reviewed by us and the legal
capacity of natural persons.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms
and conditions set forth in the Registration Statement, will be validly issued,
fully paid and non-assessable.
We hereby consent to use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ McDermott, Will & Emery
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Exhibit 23.1
Independent Auditors' Consent
The Stockholders and Board of Directors
Whittman-Hart, Inc.:
We consent to the use of our reports included herein and incorporated by
reference herein to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 and to the references to our firm under the headings "Selected
Consolidated Financial Data" and "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
May 4, 1998
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