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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): March 23, 2000
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MarchFirst, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-28166 36-3797833
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.
311 South Wacker Drive, Suite 3500, Chicago, Illinois 60606
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (312) 922-9200
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ITEM 5. OTHER EVENTS.
On March 23, 2000, the Registrant issued the press releases attached hereto as
Exhibits 99.1 and 99.2 to announce (a) its name change and (b) its results of
operations on a pro forma basis for fiscal years 1999 and 1998 to reflect
purchase business combinations consummated by USWeb Corporation and
Whittman-Hart, Inc., individually, during 1998 and 1999 as if each combination
was consummated on January 1, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release of Registrant dated March 23, 2000.
99.2 Press Release of Registrant dated March 23, 2000.
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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: March 28, 2000 By: /s/ Bert B. Young
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Bert B. Young
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit # Item
- ---------------- -------------------------------------------------------
<S> <C>
99.1 Press Release of Registrant dated March 23, 2000.
99.2 Press Release of Registrant dated March 23, 2000.
</TABLE>
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Exhibit 99.1
MARCHFIRST: A REVOLUTIONARY NEW NAME AND BRAND IN
INTERNET PROFESSIONAL SERVICES
NEW COMPANY FORMED BY MERGER OF WHITTMAN-HART AND USWEB/CKS
NEW YORK (March 23) -- MarchFirst (Nasdaq: MRCH - news), the new
global Internet professional services company created by the merger of
Whittman-Hart and USWeb/CKS, today introduced its new name and corporate
identity at Nasdaq in conjunction with an opening bell ceremony to mark the
company's first day of trading under its new ticker symbol.
"Our professionals have helped create many of the world's strongest brands, so
our culture demanded that our new name and marketplace positioning quickly
establish MarchFirst as a revolutionary, highly innovative and creative brand,"
said Robert Bernard, MarchFirst President and CEO. "MarchFirst is literally a
business imperative for our clients. If they want to lead their industry, to be
the first with strategy, to be the first to market, to be the first to
shareholder value, they need Internet solutions that are capable of quickly and
radically transforming their business."
A New Business Category
Bernard said MarchFirst combines two powerhouse companies to create an
extraordinary one. He noted Whittman-Hart was recognized worldwide for its
industry leadership in back-office business systems integration, supply-chain
management and business-to-business processes and technologies. Similarly, he
added, USWeb/CKS earned a global reputation for building brands, creating
high-performance business-to-consumer e-Commerce systems and uniquely
understanding how to weave creative design, branding, marketing and strategy
into those implementations.
"There are dozens of players in the Internet professional services arena, but
most compete within the narrowly defined niches of strategy, marketing, creative
services, or front- or back-end interfaces," Bernard said. "However, MarchFirst
has expertise in all of these areas, allowing us to immediately and profoundly
impact our clients' performance. We offer the global reach and scale that small
firms can't, and we offer the integrated disciplines that other large firms
don't. We have created an entirely new business category, giving us considerable
competitive advantages in the marketplace."
Name and Brand Reflect Value Proposition for Clients
Although MarchFirst's formal brand launch is slated for this summer, Bernard
provided some insight into how the company will be positioned. "The combination
of our two dynamic cultures and their extraordinary success stories gives us
amazing competitive strengths," he said. "Individually, our companies created
tremendous value for companies like Harley-Davidson, Williams-Sonoma,
Grainger.com and Allstate. Together, we can make an even greater impact for our
clients.
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"Visionary companies are learning that sustaining industry leadership and
competitive advantage in the new economy requires a radically new level of
business integration," Bernard added. "These companies have joined us in
celebrating a revolution that began on March 1, 2000 -- the day our merger
became official. We are leading this revolution by offering the core disciplines
necessary for our clients to compete and win in the new economy."
Employees Learn New Name Through Newspaper Campaign
MarchFirst built anticipation for the new name and brand among its 8,500
employees through full- page ads Monday, Tuesday, Wednesday and today in The
Wall Street Journal and USA Today. Employees received at their home a sheet of
red film, which they could place over the ads to read hidden messages from
Bernard.
"This campaign reflected our leading-edge creativity and our belief in
challenging the status quo," Bernard said. "It was an unconventional but highly
effective way to generate fever-pitch excitement about the new name and brand
among our valued employees.
"Our professionals are known for their tremendous creativity and insight, which
they've used to provide pragmatic but forward-thinking solutions to problems
that our clients once thought were unsolvable. Our passion for revolutionizing
our clients' business and helping them become digital visionaries, coupled with
our unrivaled multi-disciplinary expertise, clearly sets MarchFirst apart and
signals a new era in Internet leadership," Bernard concluded.
About MarchFirst
MarchFirst is a leading global Internet professional services firm that creates
winners in the new digital economy by helping companies build visionary business
models, brands, systems and processes. This multi-disciplinary approach empowers
companies to fundamentally transform their business, drive innovation and become
market leaders. The Company has more than 8,500 employees in 14 countries
worldwide.
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Exhibit 99.2
MARCHFIRST PROVIDES HISTORICAL PRO FORMA ANNUAL FINANCIAL
STATEMENTS
CHICAGO (March 23) -- MarchFirst (Nasdaq: MRCH - news), the new global
Internet professional services company created by the merger of Whittman-Hart
and USWeb/CKS, today released pro forma income statements for fiscal years
1999 and 1998 to reflect purchase business combinations consummated by the
individual companies during 1998 and 1999 as if each combination was
consummated on January 1, 1998. These pro forma income statements exclude the
effects of the purchase accounting adjustments related to the March 1, 2000
merger of Whittman-Hart, Inc. and USWeb/CKS Corp.
On February 18, 2000, the Company released a presentation of combined historical
financial information for fiscal years 1999 and 1998 for illustrative purposes.
This information had been reported to reflect the new reporting classifications
to be adopted for the combined company's future financial reports.
About MarchFirst MarchFirst is a leading global Internet professional services
firm that creates winners in the new digital economy by helping companies build
visionary business models, brands, systems and processes. This multi-
disciplinary approach empowers companies to fundamentally transform their
business, drive innovation and become market leaders. The Company has more than
8,500 employees in 14 countries worldwide.
WHITTMAN-HART, INC. AND USWEB/CKS CORPORATION
ILLUSTRATIVE PRO FORMA INCOME STATEMENTS
(In millions, except share data)
(Unaudited)
<TABLE>
<CAPTION>
For the quarters ended
March 31, June 30, Sept. 30, Dec. 31,
1999 1999 1999 1999
<S> <C> <C> <C> <C>
Revenues $249.3 $262.5 $297.2 $322.1
Cost of services 140.1 150.6 159.6 169.9
Provision for
(recovery of)
loss on contract 11.2 (15.7) 8.6 2.9
----- ----- ------ ------
Gross profit 98.0 127.6 129.0 149.3
Sales and marketing 14.9 16.0 16.7 18.3
General and
administrative 75.1 78.8 89.4 99.4
Stock compensation 43.1 35.3 33.5 47.9
Amortization of
intangible assets 48.1 47.1 37.2 36.9
Merger and
integration costs 8.0 1.6 0.4 2.6
----- ----- ------ ------
Loss from operations (91.2) (51.2) (48.2) (55.8)
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Other income, net 2.5 2.7 3.0 28.5
-------- ------ ------ ------
Net loss before
the provision
for income taxes (88.7) (48.5) (45.2) (27.3)
Provision for
income taxes 6.6 7.6 8.0 9.4
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Net loss $(95.3) $(56.1) $(53.2) $(36.7)
-------- ------ ------ ------
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Supplemental Data:
Net loss before
provision for
income taxes $(88.7) $(48.5) $(45.2) $(27.3)
Provision for
(recovery of)
loss on contract 11.2 (15.7) 8.6 2.9
Stock compensation 43.1 35.3 33.5 47.9
Amortization of
intangible assets 48.1 47.1 37.2 36.9
Merger and integration
costs 8.0 1.6 0.4 2.6
Acquired in process
technology 0.8 1.4 -- --
Gain on sale of
investment -- -- -- (24.7)
Provision for
income taxes (8.4) (8.6) (13.9) (15.7)
-------- ------ ------ ------
Supplemental net
income $14.1 $12.6 $20.6 $22.6
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</TABLE>
<TABLE>
<CAPTION>
For the years ended
December 31, December 31,
1999 1998
<S> <C> <C>
Revenues $1,131.1 $822.8
Cost of services 620.2 472.9
Provision for (recovery of) loss on contract 7.0 9.9
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Gross profit 503.9 340.0
Sales and marketing 65.9 55.6
General and administrative 342.7 275.2
Stock compensation 159.8 119.8
Amortization of intangible assets 169.3 229.0
Merger and integration costs 12.6 29.6
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Loss from operations (246.4) (369.2)
Other income, net 36.7 10.0
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Net loss before the provision for
income taxes (209.7) (359.2)
Provision for income taxes 31.6 28.9
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Net loss $(241.3) $(388.1)
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Supplemental Data:
Net loss before provision for income taxes ($209.7) $(359.2)
Provision for (recovery of) loss on contract 7.0 9.9
Stock compensation 159.8 119.8
Amortization of intangible assets 169.3 229.0
Merger and integration costs 12.6 29.6
Acquired in process technology 2.2 25.5
Gain on sale of investment (24.7) --
Provision for income taxes (46.6) (21.0)
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Supplemental net income $69.9 $33.6
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</TABLE>
Note: These pro forma income statements reflect the combined company's new
income statement reporting classifications. In addition, these pro
forma income statements reflect purchase business combinations
consummated by the individual companies during 1998 and 1999 as if
each combination was consummated on January 1, 1998. These pro forma
income statements are presented for illustrative purposes only and are
not necessarily indicative of the combined financial position or
results of operations in future periods or the results that actually
would have been realized had Whittman-Hart and USWeb/CKS been a
combined company during the periods presented. These pro form income
statements exclude the effects of the purchase accounting adjustments
related to the March 1, 2000 merger of Whittman-Hart, Inc. and
USWeb/CKS Corp.
