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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
November 12, 1998
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Date of Report (Date of earliest event reported)
FIRST CONSULTING GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-23651 95-3539020
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
111 W. OCEAN BLVD., 4TH FLOOR
LONG BEACH, CA 90802
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(Address of principal executive offices)
(562) 624-5200
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
First Consulting Group, Inc. ("FCG") entered into an Agreement and Plan of
Merger and Reorganization dated September 9, 1998 (the "Reorganization
Agreement") among FCG, Foxtrot Acquisition Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of FCG, and Integrated Systems Consulting Group, Inc.
("ISCG"), and subject to the conditions set forth therein (including approval by
the stockholders of FCG and shareholders ISCG), Merger Sub will be merged with
and into ISCG.
In connection with certain changes in the senior management structure of
FCG, representatives of ISCG and FCG began discussions regarding the role of
senior management of ISCG in the combined company. As a result of such
discussions, the Boards of Directors of FCG and ISCG approved and executed that
certain First Amendment to the Agreement and Plan of Merger and Reorganization,
dated November 11, 1998 (the "First Amendment"), a copy of which is attached
hereto as Exhibit 99.1. Pursuant to the terms of the First Amendment, FCG
agreed to use its reasonable efforts to nominate and appoint a nominee
designated by ISCG to Class III of FCG's Board of Directors to serve until FCG's
annual meeting of stockholders to be held in 2001.
1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 First Amendment to Agreement and Plan of Merger and Reorganization
dated as of November 11, 1998, by and among First Consulting Group,
Inc., a Delaware corporation, Foxtrot Acquisition Sub, Inc., a
Delaware corporation, and Integrated Systems Consulting Group, Inc., a
Pennsylvania corporation.
2.
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SIGNATURE
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.
Date: November 12, 1998 FIRST CONSULTING GROUP, INC.
By: /s/ LUTHER J. NUSSBAUM
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Luther J. Nussbaum
Chief Executive Officer
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EXHIBIT INDEX
99.1 First Amendment to Agreement and Plan of Merger and Reorganization
dated as of November 11, 1998, by and among First Consulting Group,
Inc., a Delaware corporation, Foxtrot Acquisition Sub, Inc., a
Delaware corporation, and Integrated Systems Consulting Group, Inc., a
Pennsylvania corporation.
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Exhibit 99.1
FIRST AMENDMENT
TO
AGREEMENT AND PLAN
OF
MERGER AND REORGANIZATION
THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
(this "FIRST AMENDMENT") made and entered into as of November 11, 1998, by and
among: FIRST CONSULTING GROUP, INC., a Delaware corporation ("PARENT"); FOXTROT
ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of
Parent ("MERGER SUB"); and INTEGRATED SYSTEMS CONSULTING GROUP, INC., a
Pennsylvania corporation (the "COMPANY"), amends that certain Agreement and Plan
of Merger and Reorganization, dated as of September 9, 1998, by and among
Parent, Merger Sub and the Company (the "ORIGINAL AGREEMENT"). Capitalized terms
used but not defined herein shall have the meanings assigned to them in the
Original Agreement.
W I T N E S S E T H
WHEREAS, the parties have entered into the Original Agreement on September
9, 1998; and
WHEREAS, subject to the terms and conditions provided herein, the parties
desire to amend the Original Agreement in accordance with Section 9.1 thereof.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which is
acknowledged by the parties, the parties hereby agree as follows:
1. Section 5.17 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"5.17 PARENT BOARD OF DIRECTORS. As soon as practicable after the
Effective Time, Parent shall use reasonable efforts to nominate and appoint:
(i) a nominee designated by the Company to Class I of its Board of Directors
to serve until the annual meeting of stockholders to be held in 1999; (ii)
Donald R. Caldwell, or such other nominee designated by the Company, to
Class II of its Board of Directors to serve until the annual meeting of
stockholders to be held in 2000; and (iii) David S. Lipson, or such other
nominee designated by the Company, to Class III of its Board of Directors to
serve until the annual meeting of stockholders to be held in 2001."
2. Any reference in the Original Agreement to the term "Agreement" is
deemed to refer to both the Original Agreement as well as the Original Agreement
as amended by this First Amendment.
3. Except as amended by this First Amendment, the Original Agreement
remains in full force and effect.
4. This First Amendment is made under, and shall be construed and enforced
in accordance with, the laws of the state of California applicable to agreements
made and to be performed solely therein, without giving effect to principles of
conflicts of law.
5. This First Amendment may be executed in several counterparts, each of
which shall be deemed an original and all of which shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties have each caused this FIRST AMENDMENT to be
executed as of the date first written above.
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FIRST CONSULTING GROUP, INC.
By: /s/ LUTHER J. NUSSBAUM
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Luther J. Nussbaum
CHIEF EXECUTIVE OFFICER
FOXTROT ACQUISITION SUB, INC.
By: /s/ LUTHER J. NUSSBAUM
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Luther J. Nussbaum
PRESIDENT
INTEGRATED SYSTEMS CONSULTING GROUP, INC.
By: /s/ DAVID D. GATHMAN
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David D. Gathman
EXECUTIVE VICE PRESIDENT,
FINANCE AND ADMINISTRATION
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