<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1998
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
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 of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) Number)
</TABLE>
--------------------------
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)
--------------------------
COPIES TO:
<TABLE>
<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>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
--------------------------
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. /X/
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. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE(3)
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per
share.............................. 768,089 $13.00 $9,985,157 $2,946.00
</TABLE>
(1) Includes 115,213 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to rule 457(a).
(3) 3,846,153 shares were registered under SEC File No. 333-41121, of which a
filing fee of $15,151.00 was previously paid with the earlier registration
statement.
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<PAGE>
EXPLANATORY NOTE
This registration statement relates to the initial public offering of Common
Stock of First Consulting Group, Inc. contemplated by a Registration Statement
on Form S-1, Securities and Exchange Commission File No. 333-41121 (the "Prior
Registration Statement") and is filed solely to increase the number of shares to
be offered in such offering by 652,876 shares plus up to 115,213 additional
shares that may be sold pursuant to the Underwriters' over-allotment option. The
contents of the Prior Registration Statement are hereby incorporated by
reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
First Consulting Group, Inc. has duly caused this Registration Statement on Form
S-1 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.
<TABLE>
<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
Registration Statement on Form S-1 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
*
- ---------------------------------- 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>
- ------------------------
+ Power of Attorney set forth in the Registration Statement on Form S-1 of the
Registrant, File No. 333-41121, filed on November 26, 1997.
II-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
- ------------- ------------------------------------------------------------------------------------- -------------------
<C> <S> <C>
1.1* Underwriting Agreement.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Grant Thornton LLP, Certified Public Accountants.
23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1).
24.1* Power of Attorney.
</TABLE>
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* Incorporated by reference from the Registration Statement on Form S-1 of the
Registrant, File No. 333-41121.
<PAGE>
EXHIBIT 5.1
[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 652,876 (plus 115,213 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
--------------------------------------------
Patrick A. Pohlen
<PAGE>
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 Registration Statement and Prospectus. We consent to the
use of the aforementioned report incorporated by reference herein, 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
