WHITTMAN HART INC
8-K, 1999-10-15
MANAGEMENT CONSULTING SERVICES
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<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549



                                   FORM 8-K


                                CURRENT REPORT
                      PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934



     Date of Report (Date of earliest event reported): September 30, 1999
                                                       ------------------



                              Whittman-Hart, Inc.
- --------------------------------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)

<TABLE>
<CAPTION>
          Delaware                       0-28166                 36-3797833
- ----------------------------           ------------           ------------------
<S>                                    <C>                    <C>
(State or Other Jurisdiction           (Commission              (IRS Employer
     of incorporation)                 File Number)           Identification No.)
</TABLE>

    311 South Wacker Drive, Suite 3500, Chicago, Illinois         60606-6618
    -----------------------------------------------------         ----------
           (Address of Principal Executive Offices)               (Zip Code)

       Registrant's telephone number, including area code (312) 922-9200
                                                          --------------
<PAGE>

Item 5.   Other Events.

On September 30, 1999, the Registrant and Novell, Inc. ("Novell"), a leading
provider of directory-enabled networking software, issued the joint press
release attached as Exhibit 99.1 to announce that (a) Novell has agreed to
invest $100 million in the Registrant and (b) the Registrant and Novell have
formed an alliance to jointly develop customized Novell Directory Services/(R)/
(NDS/TM/) solutions for mid-sized businesses. The information contained in the
press release is incorporated herein by reference.


Item 7.   Financial Statements, Pro Forma
          Financial Information and Exhibits.

     (c)  Exhibits

          99.1           Press Release dated September 30, 1999.

                                       2
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    WHITTMAN-HART. INC.


Dated: October 14, 1999             By: /s/ Bert B. Young
                                       ----------------------------------
                                            Bert B. Young
                                            Chief Financial Officer
                                            and Treasurer

                                       3
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                                 EXHIBIT INDEX
                                 -------------


Exhibit No.                   Exhibit
- -----------                   -------

99.1                Press Release dated September 30, 1999

                                       4

<PAGE>

                                                                    EXHIBIT 99.1
                                                                    Page 1 of 2


                                                           For Immediate Release
                                                           ---------------------
                                                              September 30, 1999
                                                              ------------------

Novell to Invest $100 Million in Whittman-Hart to Accelerate Deployment of
Directory-Based Computing Solutions to Growing, Mid-Sized Businesses

Investment is First Step in Novell's Strategic Services Initiative

Provo, Utah and Chicago, Illinois - September 30, 1999 - Novell, Inc.
(NASDAQ:NOVL) and Whittman-Hart, Inc. (NASDAQ:WHIT), a leading provider of
integrated business and technology solutions for growing and middle-market
companies, today announced that Novell will invest $100 million in Whittman-Hart
to accelerate the deployment of Novell Directory Services/(R)/ (NDS/TM/) in
enterprise and e-business solutions. This investment and strategic alliance will
help meet the needs of customers in mid-sized businesses for secure, manageable
e-business solutions that span the enterprise and the Internet. The investment
is the first step in a new Novell initiative to expand its partnerships with
leading consulting and systems integrator organizations worldwide.

Under the terms of the investment agreement, Novell will purchase $100 million
worth of Whittman-Hart stock. This investment will represent approximately 6% of
Whittman-Hart's outstanding capitalization.

In addition, the two companies have formed an alliance to jointly develop
customized NDS solutions for mid-sized businesses. These solutions will
integrate NDS with leading e-business applications such as customer relationship
management, supply chain management, enterprise e-business tools, and Enterprise
Resource Planning extended to the Internet. Whittman-Hart will also establish a
Solutions Development Center to train employees on these solutions and
demonstrate them to customers. Whittman-Hart will train over 600 consultants in
NDS and related Novell solutions, including qualification of these consultants
as Novell Certified Directory Engineers/SM/.

"We invested in Whittman-Hart to drive the growth of directory-based solutions
that are becoming critical to the way information is managed and accessed in a
networked world," said Dr. Eric Schmidt, Novell Chairman and CEO. "This
agreement is an important component in an ongoing series of Novell strategic and
investments and alliances that are speeding the deployment of directory
solutions worldwide. The combination of Novell's networking expertise, along
with Whittman-Hart's solutions expertise, will meet the needs of customers in
mid-sized businesses for more efficient and secure management of their business
networks and the Internet."

"Whittman-Hart clients are using e-business technologies to extend their
enterprises, and better manage relationships with customers, employees, and
suppliers," said Robert Bernard, Whittman-Hart Chairman and CEO. "The solutions
we develop based on NDS represent a huge opportunity for our clients to better
their private networks and Internet security."

NDS, Novell's industry-leading full-service directory, provides centralized
network management and security that reduces the cost and complexity of
deploying mission-critical applications on heterogeneous business networks and
the Internet. Novell is pursuing investment opportunities in consulting and
services companies around the world focused on specific application areas
supported by NDS, including customer relationship management, supply chain
management, and e-business.

Novell and Whittman-Hart have executed a definitive agreement, and each
company's Board of Directors has voted to approve the investment and alliance.
Novell and Whittman-Hart expect to close the agreement by November 1999,
following government approval under the Hart-Scott-Rodino Act.
<PAGE>

                                                                     Page 2 of 2

About Novell

Novell, Inc. is the world's leading provider of directory-enabled networking
software. Novell solutions give businesses total control of their private
networks and the Internet, simplifying the management of user access and
identity. Novell's worldwide channel, consulting, developer, education and
technical support programs are the most extensive in the network computing
industry. For information on Novell's complete range of products and services,
contact Novell's Customer Response Center at (888) 321-4CRC (4272), or visit
Novell's Web site at http://www.Novell.com.

About Whittman-Hart

Headquartered in Chicago, Whittman-Hart helps clients improve marketplace
performance through the strategic use of information technology. In 1999,
FORTUNE ranked Whittman-Hart as one of Americas Fastest-Growing Companies. In
1998 and 1997, Forbes named Whittman-Hart one of the 200 Best Small Companies in
America. In 1998, Standard & Poor's added the Company to its S&P SmallCap 600
Index. Whittman-Hart has approximately 3,700 employees in 21 branch offices
throughout the United States and the United Kingdom. Its Web site is
www.whitman-hart.com.

Novell Press Contact:

Jonathan Cohen
Novell, Inc.
[email protected]
- -----------------
(408) 967-7268

Katie Hogan
Cunningham Communications
[email protected]
- ----------------
(650) 858-3760

Whitman-Hart Press Contacts:

Dean Dranias
Whittman-Hart, Inc.
[email protected]
- ------------------------------
(312) 602-6155

Marnie Gordon
Edelman Publications
[email protected]
- --------------------
(312) 240-2633

Novell and Novell Directory Services are registered trademarks. NDS is a
trademark and Novell Certified Directory Engineer is a service mark of Novell,
Inc. in the United States and other countries. All third-party trademarks are
the property of their respective owners.


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