<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1998
REGISTRATION NO. 333-41121
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST CONSULTING GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 8742 95-3539020
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) Number)
</TABLE>
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111 WEST OCEAN BOULEVARD
4TH FLOOR
LONG BEACH, CA 90802
(562) 624-5200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------
LUTHER J. NUSSBAUM
EXECUTIVE VICE PRESIDENT
FIRST CONSULTING GROUP, INC.
111 WEST OCEAN BOULEVARD
4TH FLOOR
LONG BEACH, CA 90802
(562) 624-5200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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<S> <C>
ALAN C. MENDELSON, Esq. BROOKS STOUGH, Esq.
PATRICK A. POHLEN, Esq. JEFFREY P. HIGGINS, Esq.
Cooley Godward LLP Gunderson Dettmer Stough Villeneuve
Five Palo Alto Square Franklin & Hachigian, LLP
3000 El Camino Real 155 Constitution Drive
Palo Alto, CA 94306-2155 Menlo Park, CA 94025
(650) 843-5000 (650) 321-2400
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-1 (File No. 333-41121) of First Consulting Group, Inc. (the "Registration
Statement") is filed pursuant to Rule 462(d) of the Securities Act solely for
the purpose of filing Exhibit 5.1.2. The contents of the Registration Statement
are hereby incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, First Consulting
Group, Inc. has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf, by the undersigned, thereunto
duly authorized, in the City of Long Beach, County of Los Angeles, State of
California, on February 13, 1998.
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<S> <C> <C>
FIRST CONSULTING GROUP, INC.
By: *
-----------------------------------------
James A. Reep
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND
PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- ---------------------------- ------------------
<C> <C> <S> <C>
* Chairman, Chief Executive
- ---------------------------------- Officer and President
James A. Reep (PRINCIPAL EXECUTIVE February 13, 1998
OFFICER)
* Chief Financial Officer and
- ---------------------------------- Vice President (PRINCIPAL
Thomas A. Reep FINANCIAL AND ACCOUNTING February 13, 1998
OFFICER)
*
- ---------------------------------- Director February 13, 1998
Steven Heck
*
- ---------------------------------- Director February 13, 1998
Steven Lazarus
*
- ---------------------------------- Director February 13, 1998
Stanley R. Nelson
/s/ LUTHER J. NUSSBAUM
- ---------------------------------- Director February 13, 1998
Luther J. Nussbaum
*
- ---------------------------------- Director February 13, 1998
Stephen E. Olson
*
- ---------------------------------- Director February 13, 1998
Scott S. Parker
*
- ---------------------------------- Director February 13, 1998
Jack O. Vance
/s/ LUTHER J. NUSSBAUM February 13, 1998
- ----------------------------------
Luther J. Nussbaum
ATTORNEY-IN-FACT+
</TABLE>
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+ Power of Attorney set forth in the Registration Statement filed on November
26, 1997.
II-1
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1.1* Form of Underwriting Agreement.
3.1* Certificate of Incorporation of the Registrant.
3.3* Bylaws of the Registrant.
4.1* Specimen Common Stock Certificate.
5.1.1* Opinion of Cooley Godward LLP (previously filed as Exhibit 5.1).
5.1.2 Opinion of Cooley Godward LLP.
10.1* 1997 Equity Incentive Plan.
10.1.1* Form of Incentive Stock Option between the Registrant and its employees, directors, and consultants.
10.1.2* Form of Non-Statutory Stock Option between the Registrant and its employees, directors, and consultants.
10.1.3* Form of Non-Statutory Stock Option (United Kingdom) between the Registrant and its United Kingdom
resident employees, directors, and consultants.
10.1.4* Form of 1997 Equity Incentive Plan Notice of Exercise between the Registrant and its employees,
directors, and consultants.
10.2* 1997 Non-Employee Directors' Stock Option Plan.
10.2.1* Form of Non-Statutory Stock Option (Initial Option-Continuing Non-Employee Directors) between the
Registrant its continuing non-employee directors.
10.2.2* Form of Non-Statutory Stock Option (Initial Option-New Non-Employee Directors) between the Registrant
and its non-employee directors.
10.2.3* Form of Non-Statutory Stock Option (Annual Option) between the Registrant and its non-employee
directors.
10.2.4* Form of 1997 Non-Employee Directors' Stock Option Plan Notice of Exercise between the Registrant and its
non-employee directors.
10.3* 1994 Restricted Stock Plan, as amended.
10.3.1* Form of Amended and Restated Restricted Stock Agreement between the Registrant and its executive
officers.
10.3.2* Form of Loan and Pledge Agreement between the Registrant and its vice presidents.
10.3.3* Form of Secured Promissory Note (Non-Recourse) between the Registrant and its vice presidents.
10.4* Second Amended and Restated Associate 401(k) and Stock Ownership Plan.
10.5* First Amendment to the Second Amended and Restated Associate 401(k) and Stock Ownership Plan.
10.6* 1997 Non-Employee Director Restricted Stock Plan.
10.6.1* Form of Restricted Stock Agreement between the Registrant and its non-employee directors.
10.7* Supplemental Executive Retirement Plan.
10.8* Form of Indemnity Agreement between the Registrant and its directors and executive officers.
10.9* Lease, dated as of October 3, 1996, between the Registrant and Landmark Square Associates, L.P. for the
Registrant's principal executive offices in Long Beach, CA.
10.10* Credit Agreement between the Registrant and Wells Fargo Bank, dated December 18, 1997.
11.1* Statement re computation of per share earnings.
21.1* Subsidiaries of the Registrant.
23.1 Consent of Grant Thornton LLP, Certified Public Accountants.
23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1.1 and 5.1.2).
24.1* Power of Attorney.
27.1* Financial Data Schedule.
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* Previously filed.
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EXHIBIT 5.1.2
[COOLEY GODWARD LLP LOGO]
ATTORNEYS AT LAW San Francisco,
Five Palo Alto CA
Square 415 693-2000
3000 El Camino Real Menlo Park, CA
Palo Alto, CA 650 843-5000
94306-2155 San Diego, CA
Main 650 843-5000 619 550-6000
Fax 650 857-0663 Boulder, CO
www.cooley.com 303 546-4000
Denver, CO
303 606-4800
February 13, 1998
First Consulting Group, Inc.
111 W. Ocean Blvd., 4th Floor
Long Beach, CA 90802
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by First Consulting Group, Inc. (the "Company") of a
Registration Statement on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), covering an underwritten
public offering of up to 31,374 (plus 5,537 additional shares of Common Stock
for which the underwriters have been granted an over allotment option) shares of
the Company's common stock (the 'Common Stock").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Certificate of
Incorporation and Bylaws and the originals or copies certified to our
satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable to render
the opinion expressed below and (ii) assumed that the shares of the Common Stock
will be sold by the underwriters at a price established by the Pricing Committee
of the Board of Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid and
nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ PATRICK A. POHLEN
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Patrick A. Pohlen
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CONSENT OF GRANT THORNTON LLP
EXHIBIT 23.1
We have issued our report dated January 17, 1998 (except for Note K, as to which
the date is February 10, 1998), accompanying the consolidated financial
statements of FCG Enterprises, Inc. and subsidiaries (d.b.a. First Consulting
Group) contained in the Post Effective Amendment No. 1 of the Registration
Statement and Prospectus. We consent to the use of the aforementioned report in
the Post Effective Amendment No. 1 of the Registration Statement and Prospectus,
and to the use of our name as it appears under the captions "Experts" and
"Selected Consolidated Financial Data."
/s/ Grant Thornton LLP
Los Angeles, California
February 13, 1998
