<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): December 28, 2000
------------------
marchFIRST, Inc.
------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-28166 36-3797833
---------------------------- ------------ ------------------
(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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
--------------
1
<PAGE>
Item 5. Other Events.
On December 28, 2000, pursuant to a Stock Purchase Agreement dated as of
December 13, 2000, Francisco Partners, L.P., through an affiliate ("Francisco
Partners"), invested $150 million in marchFIRST, Inc. ("marchFIRST").
Francisco Partners purchased 63,053 shares of marchFIRST's Series A 8% Senior
Convertible Participating Preferred Stock and 86,947 shares of marchFIRST's
Series B 12% Senior Participating Preferred Stock for $1,000 per share. A
detailed description of the terms of these securities is contained in
marchFIRST's Current Report on Form 8-K dated December 13, 2000.
In connection with this transaction, the Company amended its Bylaws to
specifically provide that the directors who are entitled to be elected by
holders of preferred stock shall be elected to one year terms instead of the
staggered three year terms applicable to the other board members. A copy of
the Third Amended and Restated Bylaws of the Company is filed as Exhibit 4.1.
On December 28, 2000, the Company issued a press release related to the
completion of the transaction. A copy of the press release is filed as
Exhibit 99.1.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(c) Exhibits
<TABLE>
<S> <C>
4.1 Third Amended and Restated By-Laws of the Company as
amended as of December 11, 2000.
4.2 Conformed copy of the Certificate of Designations, Preferences
and Rights of Series A 8% Senior Convertible Participating
Preferred Stock of the Company.
4.3 Conformed copy of the Certificate of Designations, Preferences
and Rights of Series B 12% Senior Participating Preferred
Stock of the Company.
99.1 Press Release dated December 28, 2000.
</TABLE>
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.
marchFIRST, Inc.
Dated: December 29, 2000 By: /s/ ROBERT F. BERNARD
----------------------------------------
Robert F. Bernard, Chairman, Chief
Executive Officer
3
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
4.1 Third Amended and Restated By-Laws of the Company as amended as of
December 11, 2000.
4.2 Conformed copy of the Certificate of Designations, Preferences and
Rights of Series A 8% Senior Convertible Participating Preferred
Stock of the Company.
4.3 Conformed copy of the Certificate of Designations, Preferences and
Rights of Series B 12% Senior Participating Preferred Stock of
the Company.
99.1 Press Release dated December 28, 2000.
</TABLE>
4
