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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
NAVIGANT CONSULTING, INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-4094854
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
615 N. Wabash Ave., Chicago, Illinois 60611
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box.
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
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Common Stock, $.001 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities
- ------- to be Registered
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The class of capital stock to be registered is designated as Common Stock,
par value $.001 per share. Information regarding this Common Stock is
incorporated by reference to page 34 of our Amendment No. 3 to the Registration
Statement on Form S-1 (Registration No. 333-9019) filed with the Commission on
September 30, 1996. We are registering our Common Stock, par value $.001 per
share, for trading on the New York Stock Exchange.
Item 2. Exhibits
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1. Form of Amended and Restated Certificate of Incorporation*
2. Form of Amendment No. 1 to Amended and Restated Certificate of
Incorporation**
3. Form of Amendment No. 2 to the Amended and Restated Certificate
of Incorporation***
4. By-Laws of the Company*
5. Common Stock Certificate****
All exhibits required by Instruction II to Item 2 will be supplied to the New
York Stock Exchange.
* Incorporated by reference to the Registration Statement on Form S-1 filed
with the Commission on July 26, 1996 (Reg. No. 333-9019).
** Incorporated by reference Amendment No. 1 to the Registration Statement on
Form S-1 filed with the Commission on February 12, 1998 (Reg. No. 333-
40489).
*** Filed herewith.
**** Incorporated by reference to Amendment No. 2 to the Registration Statement
on Form S-1 filed with the Commission on September 20, 1996 (Reg. No. 333-
9019).
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
NAVIGANT CONSULTING, INC.
By: /s/ Barry S. Cain
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Its: Chief Administrative Officer
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Dated: July 20, 1999
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EXHIBIT 99.1
CERTIFICATE OF AMENDMENT OF
THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THE METZLER GROUP, INC.
It is hereby certified that:
1. The name of the corporation (the "Corporation") is
The Metzler Group, Inc.
2. The Amended and Restated Certificate of Incorporation, as amended
(the "Certificate") of the Corporation is hereby amended by striking out the
text of Article One thereof and by substituting in lieu of said text the
following new text:
The name of the corporation (the "Corporation") is:
Navigant Consulting, Inc.
3. The amendment of the Certificate herein certified has been duly
adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
The effective time of the amendment herein certified shall be
immediately upon filing or as soon thereafter as possible.
Signed on July 15, 1999
/s/ Robert P. Maher, President
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Robert P. Maher, President
