<PAGE>
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) May 22, 2000
Navigant Consulting, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-28830 36-4094854
- ---------------------------- ------- ----------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
615 North Wabash, Chicago, IL 60611
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone number, including area code (312) 573-5600
---------------
N/A
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events
- ------- ------------
On May 22, 2000 the Company issued a press release, the text of which is
filed as an Exhibit hereto and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
- ------- ---------------------------------
(a) Financial statements of businesses acquired:
--------------------------------------------
Not applicable.
(b) Pro forma financial information:
--------------------------------
Not applicable.
(c) Exhibits:
---------
20 Press Release issued by the Company.
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, thereunto duly authorized.
NAVIGANT CONSULTING, INC.
Date: May 22, 2000 By: Philip P. Steptoe
----------------------------------
Name: Philip P. Steptoe
Title: Vice President,
General Counsel & Secretary
3
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit No. Description
- ----------- -----------
20 Press Release issued by the Company.
4
<PAGE>
[NAVIGANT/TM/ CONSULTING, INC. LOGO]
FOR USE: Immediate
Contact: Mimi Limbach
(312) 573-5657
NAVIGANT CONSULTING NAMES NEW TOP MANAGEMENT TEAM
. William M. Goodyear is Chairman and CEO; Ben W. Perks is Executive Vice
President and CFO
. Company is Considering Strategic Alternatives; Lehman Brothers Retained as
Exclusive Financial Advisor
CHICAGO, May 22, 2000 - Navigant Consulting, Inc., (NYSE: NCI) today announced
that it has restructured its senior management. The company's Board of Directors
elected William M. Goodyear as Chairman and Chief Executive Officer, and Ben W.
Perks as the company's Executive Vice President and Chief Financial Officer. The
new team will focus on improving the company's financial performance and its
cost and reporting structures, with particular emphasis on extracting value for
the shareholders. The company also announced that it has retained the Lehman
Brothers investment banking firm as its exclusive financial advisor to assist
the company in evaluating its strategic alternatives.
"We will move aggressively in leveraging the Navigant Consulting's many
strengths - its 2,200 talented employees, their world-class capabilities that
create value for our broad spectrum of clients, and our competitively advantaged
positions in the energy, litigation, financial and claims market segments - as
we improve the company's financial performance and enhance shareholder value. I
look forward to working with the Board of Directors and the Navigant Consulting
management to deliver these results," said Mr. Goodyear.
Speaking on behalf of the company's Board of Directors, Samuel K. Skinner said:
"Bill Goodyear and Ben Perks are strong, experienced business leaders who each
have a track record of performance excellence in their respective fields. They
bring to Navigant Consulting the capabilities and skills that the company needs
going forward."
Mr. Goodyear is a respected business leader who joins Navigant Consulting after
a career in financial services and capital markets. He has been a member of the
Navigant Consulting Board of Directors since December 15. Mr. Goodyear is
immediate past chairman and former Chief Executive Officer of Bank of America,
Illinois. In addition, he was President of the Bank of America's Global Private
Bank until January of 1999. He was Vice Chairman and a member of the Board of
Directors of Continental Bank, prior to the 1994 merger between Continental Bank
<PAGE>
[NAVIGANT/TM/ CONSULTING, INC. LOGO]
Corporation and BankAmerica Corporation. Mr. Goodyear joined Continental in 1972
and subsequently held a variety of assignments including corporate finance,
large corporate lending, trading and distribution. Mr. Goodyear received his
Bachelor's Degree in Business Administration from the University of Notre Dame
and his Masters in Business Administration from Amos Tuck/Dartmouth. He resides
in Chicago.
Mr. Perks comes to Navigant Consulting from PricewaterhouseCoopers LLP, where he
was a senior Chicago partner in the Financial Advisory Services Group, a
consulting organization providing financial, economic, business and strategic
advice to companies with complex business problems and disputes. He has more
than 32 years of professional services experience, including 22 as an audit and
consulting partner in providing financial reporting, accounting, auditing, tax,
economic, and litigation consulting services to clients. Mr. Perks holds a
Professional Accounting Program degree from Northwestern University's J.L.
Kellogg Graduate School of Management, a Masters in Business Administration from
the University of Cincinnati College of Business Administration, a Juris Doctor
degree from the University of Cincinnati College of Law, and a Bachelor of Arts
from Denison University.
"Speaking for the Board, I want to thank Mitch Saranow, John Reed, Carl Spetzler
and Jim Hillman for their contributions to the company. Their leadership took
Navigant Consulting through an important passage. Individually and as a team,
they identified and addressed a broad spectrum of key issues." said former
Illinois Governor James R. Thompson, who has been a member of the company's
Board of Directors since 1998.
Messrs. Goodyear and Perks replace the company's previous leadership structure,
which was composed of three co-CEOs in the Office of the Chief Executive -
Mitchell H. Saranow, John J. Reed and Carl S. Spetzler - and the CFO, Mr.
Hillman. With Mr. Goodyear's appointment, the Board of Directors is dissolving
the Office of the Chief Executive. Messrs. Saranow and Spetzler will remain
members of the Navigant Consulting Board of Directors. Messrs. Perks and
Spetzler will serve on a management committee that is being formed to assist Mr.
Goodyear.
Noting that the company has retained Lehman Brothers as its exclusive financial
advisor to assist in considering strategic alternatives, Mr. Goodyear said, "We
have asked Lehman Brothers to help us aggressively explore all of our options.
However, I want to emphasize that the key to maximizing shareholder value,
serving our clients and supporting the professionals who create our revenue
stream is to manage this company effectively."
About Navigant Consulting
- -------------------------
Navigant Consulting, Inc., is a management-consulting firm with a global reach
that provides strategic, financial, management and expert services to large
companies, government agencies, legal counsels, and regulated industries. The
company focuses on industries undergoing substantial structural change and the
issues that drive it.
<PAGE>
[NAVIGANT/TM/ CONSULTING, INC. LOGO]
Statements included in this press release which are not historical in nature,
are intended to be, and are hereby identified as, "forward looking statements"
for purposes of the safe harbor provided by Section 21E of the Securities
Exchange Act of 1934, as amended by Public Law 104-67. Forward-looking
statements may be identified by words including "anticipate," "believe,"
"intends," "estimates," "expect" and similar expressions. The Company cautions
readers that forward-looking statements, including without limitation, those
relating to the Company's future business prospects, revenues, working capital,
liquidity, income and margins, are subject to certain risks and uncertainties
that could cause actual results to differ materially from those indicated in the
forward looking statements, due to several important factors including those
identified from time to time in the Company's reports filed with the SEC. Such
risk factors include, but are not limited to: acquisitions and acquisitions
under consideration, follow-on offerings, revenue and financial estimates,
significant client assignments, recruiting and new business solicitation
efforts, regulatory changes, and general economic conditions.
# # #
