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As filed with the Securities and Exchange Commission on June 24, 1998
Registration No. 333-42145
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
THE A CONSULTING TEAM, INC.
(Exact name of issuer as specified in its charter)
New York 13-3169913
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
200 Park Avenue South,
New York, New York 10003
(Address of principal executive offices)
THE A CONSULTING TEAM, INC.
1997 STOCK OPTION AND AWARD PLAN
(Full title of the plan)
Shmuel BenTov
Chief Executive Officer
The A Consulting Team, Inc.
200 Park Avenue South
New York, NY 10003
(212) 979-8228
(Name, address and telephone number of agent for service)
Copies to:
Lawrence B. Fisher, Esq.
Orrick, Herrington & Sutcliffe LLP
666 Fifth Avenue
New York, NY 10103
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Per Aggregate Registration
to be Registered Registered Share* Offering Price* Fee
- - ---------------------- ---------------- -------------------- ------------------ --------------
<S> <C> <C> <C> <C>
Common Stock and 300,000 shares $ 10.9375 $ 3,281,250 $ 967.97
Options to Purchase
Common Stock
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</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The price per share is estimated to be
$10.938, based on the average of the high and low prices for the Common
Stock on June 22, 1998 as reported on the NASDAQ National Market.
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REGISTRATION OF SHARES FOR ISSUANCE UNDER THE REGISTRANT'S 1997
STOCK OPTION AND AWARD PLAN
Effective as of June 1, 1998, the registrant amended its 1997 Stock
Option and Award Plan to increase the number of shares available for issuance
thereunder by 300,000 shares. This Post-Effective Amendment No. 1 to the
registrant's Registration Statement on Form S-8 (Commission File No.
333-42145) is filed to make available for issuance under the registrant's 1997
Stock Option and Award Plan the 300,000 additional shares.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
registration statement: (i) The A Consulting Team, Inc.'s (the "Company")
latest annual report filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or the latest
prospectus filed pursuant to Rule 424(b)(2) under Securities Act of 1933, as
amended (the "Securities Act") that contains audited financial statements of
the Company's latest fiscal years for which such statements have been filed;
(ii) all other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Company's latest annual report; and (iii) the description of the Company's
common stock set forth in the Company's Registration Statement on Form 8-A
relating thereto, including any amendment or report filed for the purpose of
updating such description. All documents filed by the Company after the date
of this registration statement pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
(that indicates all securities offered have been sold or deregisters all
securities then remaining unsold), shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In accordance with Article Seventh of the Company's Certificate of
Incorporation and Article VI of the Company's By-Laws, the Company shall
indemnify any officer or director (including officers and directors serving
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity at the Company's request) made, or
threatened to be made, a party to an action or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that he or
she was serving in any of those capacities against judgements, fines, amounts
paid in settlement and reasonable expenses (including attorneys' fees)
incurred as a result of such action or proceeding. These provisions are
intended to allow the Company's directors and officers the benefit of all
applicable sections of the New York Business Corporation Law which permit a
New York corporation to indemnify its directors or officers against any
judgement, fines and amounts paid in settlement and reasonable expenses if
such person acted in good faith, for a purpose he or she reasonably believed
to be in, or, in the case of service for another entity, not opposed to, the
best interests of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
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ITEM 8. EXHIBITS
4.1 Amendment No. 1 to The A Consulting Team, Inc. 1997 Stock Option
and Award Plan.
4.2 The A Consulting Team, Inc. 1997 Stock Option and Award Plan
(incorporated by reference to Exhibit 4.1 of the Registrant's Form S-8 (File
No. 333-42145).
4.3 Form of Non-Qualified Stock Option Agreement (incorporated by
reference to Exhibit 4.2 of the Registrant's Form S-8 (File No. 333-42145).
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in
Exhibit 5.1 to this Registration Statement.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement:
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933 each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
<PAGE>
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(d) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 18 of June 1998.
THE A CONSULTING TEAM, INC.
/s/ Shmuel BenTov
- - -------------------------------------
Shmuel BenTov
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Shmuel BenTov Director, Chief Executive June 18, 1998
- - ------------------------------------- Officer and President (Principal
Shmuel BenTov Executive Officer)
Director, Treasurer, Chief
/s/ Frank T. Thoelen Financial Officer (Principal June 18, 1998
- - ------------------------------------- Financial and Accounting Officer)
Frank T. Thoelen and Corporate Secretary
/s/ Reuven Battat Director June 18, 1998
- - -------------------------------------
Reuven Battat
/s/ Joseph E. Imholz Director June 18, 1998
- - -------------------------------------
Joseph E. Imholz
/s/ Steven S. Mukamal Director June 18, 1998
- - -------------------------------------
Steven S. Mukamal
</TABLE>
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EXHIBIT INDEX
4.1 Amendment No. 1 to The A Consulting Team, Inc. 1997 Stock Option
and Award Plan.
4.2 The A Consulting Team 4, Inc.1997 Stock Option and Award Plan
(incorporated by reference to Exhibit 4.1 of the Registrant's Form S-8 (File
No. 333-42145).
4.3 Form of Non-Qualified Stock Option Agreement (incorporated by
reference to Exhibit 4.2 of the Registrant's Form S-8 (File No. 333-42145).
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in
Exhibit 5.1 to this Registration Statement.
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EXHIBIT 4.1
AMENDMENT NO. 1 TO THE A CONSULTING TEAM, INC.
1997 STOCK OPTION AND AWARD PLAN
THE A CONSULTING TEAM, INC., having adopted The A Consulting
Team, Inc. 1997 Stock Option and Award Plan (the "Plan") effective as of June
11, 1997, hereby amends the Plan, effective as of June 1, 1998, as follows:
1. The first sentence of Section 4.1 is hereby amended in its entirety
to read as follows:
Subject to adjustment as provided in Section 4.3, the total number of
Shares available for grant under the Plan shall not exceed 900,000.
Shares granted under the Plan may be either authorized but unissued
Shares or treasury Shares.
IN WITNESS WHEREOF, The A Consulting Team, Inc., by its duly
authorized officer, has executed this Amendment No. 1 on the date indicated
below.
THE A CONSULTING TEAM, INC.
Dated as of: June 22, 1998 By /s/ Shmuel BenTov
----------------------------------
Chief Executive Officer and President
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Title
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EXHIBIT 5.1
OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP
June 23, 1997
The A Consulting Team, Inc.
200 Park Avenue South
New York, NY 10003
Re: The A Consulting Team, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection
with the proposed issuance pursuant to The A Consulting Team, Inc. 1997 Stock
Option and Award Plan (the "Plan"), of up to 900,000 shares of common stock,
$.01 par value ("Common Stock"), of The A Consulting Team, Inc., a New York
corporation (the "Company").
We have examined instruments, documents, and records which
we deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures; (b)
the conformity to the originals of all documents submitted to us as copies;
and (c) the truth, accuracy, and completeness of the information,
representations, and warranties contained in the records, documents,
instruments, and certificates we have reviewed.
Based on such examination, we are of the opinion that the
900,000 shares of Common Stock to be issued by the Company pursuant to the
Plan are validly authorized shares of Common Stock, and, when issued in
accordance with the provisions of the Plan, will be legally issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to this Registration Statement on Form S-8 and to the use of our name
wherever it appears in said Registration Statement. In giving such consent, we
do not consider that we are "experts" within the meaning of such term as used
in the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part
of the Registration Statement, including this opinion, as an exhibit or
otherwise.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (Form S-8 No. 333-42145) pertaining to The A
Consulting Team, Inc. 1997 Stock Option and Award Plan of our report dated
January 30, 1998 with respect to the financial statements of The A Consulting
Team, Inc. included in its Annual Report (Form 10-KSB) for the year ended
December 31, 1997 filed with the Securities and Exchange Commission.
New York, New York
June 23, 1998
