<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1998
REGISTRATION NO. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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)
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DELAWARE 94-3539020
(State of Incorporation) (I.R.S. Employer Identification No.)
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FIRST CONSULTING GROUP, INC.
111 W. OCEAN BOULEVARD, 4TH FLOOR
LONG BEACH, CA 90802
(562) 624-5200
(Address and telephone number of principal executive offices)
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1997 EQUITY INCENTIVE PLAN
ASSOCIATE 401(k) AND STOCK OWNERSHIP PLAN
1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
LUTHER J. NUSSBAUM
EXECUTIVE VICE PRESIDENT
FIRST CONSULTING GROUP, INC.
111 W. 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:
PATRICK A. POHLEN, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306-2155
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
REGISTERED REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and Common Stock 3,389,544 (See Notes to Calculation $55,605,097 $16,404
($.001 par value) of Registration Fee)
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"). The offering price per
share and aggregate offering price are based upon (a) the weighted average
exercise price, for shares subject to outstanding options granted by First
Consulting Group, Inc. (the "Registrant") under (i) the Registrant's 1997
Equity Incentive Plan (the "Incentive Plan") and (ii) the Registrant's 1997
Non-Employee Directors' Stock Option Plan (the "Director Plan") or (b) the
average of the high and low prices of the Registrant's Common Stock as
reported on the Nasdaq Stock Market for May 28, 1998, for shares reserved
for future issuance pursuant to (i) the Incentive Plan, (ii) the
Registrant's Associate 401(k) and Stock Ownership Plan (the "ASOP") and
(iii) the Director Plan (pursuant to Rule 457(c) under the Securities Act).
<PAGE>
NOTES TO CALCULATION OF REGISTRATION FEE
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The chart below details the calculations of the registration fee:
<TABLE>
<CAPTION>
OFFERING PRICE PER AGGREGATE OFFERING
TYPE OF SHARES NUMBER OF SHARES SHARE PRICE
- ------------------------------------- ------------------ -------------------- --------------------
<S> <C> <C> <C>
Shares issuable pursuant to 1,067,680 $7.26 (1)(a)(i) $7,751,357
outstanding options under 1997
Equity Incentive Plan
Shares reserved for future 532,320 $21.32 (1)(b)(i) $11,349,062
issuance pursuant to the 1997
the Equity Incentive Plan
Shares reserved for issuance to 1,589,544 $21.32 (1)(b)(ii) $33,889,078
employees of the Registrant
pursuant to the Associate 401(k)
and Stock Ownership Plan
Shares issuable pursuant to 104,000 $5.47 (1)(a)(ii) $568,880
outstanding options under the
1997 Non-Employee Directors'
Stock Option Plan
Shares reserved for future 96,000 $21.32 (1)(b)(iii) $2,046,720
issuance pursuant to the 1997
Non-Employee Directors' Stock
Option Plan
Proposed Maximum Offering Price $55,605,097
Registration Fee $16,404
</TABLE>
Approximate date of commencement of proposed sale to the public: as soon as
practicable after this Registration Statement becomes effective.
<PAGE>
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 (File No. 333-41421), including all materials incorporated by
reference therein;
(b) The Registrant's prospectus filed pursuant to Rule 424(b) under the
Securities Act, on February 13, 1998 (No. 333-41121);
(c) The description of the Registrant's Common Stock which is contained in
the registration statement on Form 8-A, filed January 22, 1998, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description;
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
of this Registration Statement from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Registrant by Cooley Godward LLP, Palo Alto, California
("Cooley Godward"). As of the date of this Registration Statement, certain
members and associates of Cooley Godward own an aggregate of approximately
3,100 shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Bylaws provide that the Registrant will indemnify its
directors and executive officers and may indemnify its other officers,
employees and other agents to the fullest extent permitted by Delaware law.
The Registrant is also empowered under its Bylaws to enter into
indemnification contracts with its directors and officers and to purchase
insurance on behalf of any person it is required or permitted to indemnify.
Pursuant to this provision, the Registrant has entered into indemnification
agreements with each of its directors and executive officers.
1.
<PAGE>
The Registrant obtained officer and director liability insurance with
respect to liabilities arising out of certain matters, including matters arising
under the Securities Act. In addition, the Registrant's Certificate of
Incorporation provides that, to the fullest extent permitted by Delaware law,
the Registrant's directors will not be liable for monetary damages for breach of
the directors' fiduciary duty of care to the Registrant and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the duty
of care, and in appropriate circumstances, equitable remedies such as an
injunction or other forms of non-monetary relief would remain available under
Delaware law. Under current Delaware law, a directors' liability to the
Registrant or its stockholders may not be limited with respect to any breach of
the director's duty of loyalty to the Registrant or its stockholders, for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for any transaction from which the director derived an
improper distribution to stockholders and loans to directors and officers.
This provision also does not effect a director's responsibilities under any
other laws such as the federal securities laws or state or federal environmental
laws.
The Registrant has entered into agreements with its directors and officers
that require the Registrant to indemnify such persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or executive officer of
the Registrant or any of its affiliated enterprises. No indemnity will be
provided, however, to any director or executive officer on account of conduct
that is knowingly fraudulent or deliberately dishonest or constitutes willful
misconduct. No indemnification will be available if such indemnification is
unlawful, or in respect of any accounting of profits made from the purchase or
sale of securities of the Registrant in violation of Section 16(b) of the
Exchange Act. The indemnification agreements also set forth certain procedures
that will apply in the event of a claim for indemnification thereunder.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIM.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1* Certificate of Incorporation of the Registrant.
4.2* Bylaws of the Registrant.
4.3* Specimen Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Grant Thornton LLP, Independent Auditors.
</TABLE>
2.
<PAGE>
<TABLE>
<S> <C>
23.2 Consent of Cooley Godward LLP contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1* The Registrant's 1997 Equity Incentive Plan.
99.2* Form of Incentive Stock Option under the 1997 Equity Incentive Plan.
99.3* Form of Nonstatutory Stock Option under the 1997 Equity Incentive
Plan.
99.4* The Registrant's Associate 401(k) and Stock Ownership Plan.
99.5* The Registrant's 1997 Non-Employee Directors' Stock Option Plan.
99.6* Form of Nonstatutory Stock Option under the 1997 Non-Employee
Directors' Stock Option Plan.
</TABLE>
* Documents incorporated by reference from the Registrant's Registration
Statement on Form S-1, as amended (No. 333-41121), declared effective by
the Commission on February 12, 1998.
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:
i. To include any prospectus required by section 10(a)(3) of
the Securities Act;
ii. To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
iii. 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;
3.
<PAGE>
PROVIDED, HOWEVER, that paragraphs (a)1(i) and (a)1(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the issuer pursuant to section 13 or section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered herein, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered herein, 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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, 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 Securities Act and will be governed by the final
adjudication of such issue.
4.
<PAGE>
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 Long Beach, State of California, on June 3, 1998.
FIRST CONSULTING GROUP, INC.
By: /s/ James A. Reep
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James A. Reep
Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Luther J. Nussbaum and Thomas A. Reep and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
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.
SIGNATURE TITLE DATE
/s/ James A. Reep Chairman, President, Chief June 3, 1998
- ------------------------------ Executive Officer and Director
James A. Reep (Principal Executive Officer)
/s/ Thomas A. Reep Vice President and Chief June 3, 1998
- ------------------------------ Financial Officer (Principal
Thomas A. Reep Financial and Accounting
Officer)
/s/ Luther J. Nussbaum Executive Vice President, June 3, 1998
- ------------------------------ Worldwide Practice Support and
Luther J. Nussbaum Director
5.
<PAGE>
SIGNATURE TITLE DATE
/s/ Steven Lazarus Director June 3, 1998
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Steven Lazarus
/s/ Stephen E. Olson Director June 3, 1998
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Stephen E. Olson
/s/ Scott S. Parker Director June 3, 1998
- ------------------------------
Scott S. Parker
/s/ Stanley R. Nelson Director June 3, 1998
- ------------------------------
Stanley R. Nelson
/s/ Jack O. Vance Director June 3, 1998
- ------------------------------
Jack O. Vance
/s/ Steven Heck Director June 3, 1998
- ------------------------------
Steven Heck
6.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1* Certificate of Incorporation of the Registrant.
4.2* Bylaws of the Registrant.
4.3* Specimen Stock Certificate.
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Grant Thornton LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP, contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1* The Registrant's 1997 Equity Incentive Plan.
99.2* Form of Incentive Stock Option under the 1997 Equity Incentive Plan.
99.3* Form of Nonstatutory Stock Option under the 1997 Equity Incentive Plan.
99.4* The Registrant's Associate 401(k) and Stock Ownership Plan.
99.5* The Registrant's 1997 Non-Employee Directors' Stock Option Plan.
99.6* Form of Nonstatutory Stock Option under the 1997 Non-Employee Directors'
Stock Option Plan.
</TABLE>
* Documents incorporated by reference from the Registrant's Registration
Statement on Form S-1, as amended (No. 333-41121), declared effective by
the Commission on February 12, 1998.
7.
<PAGE>
EXHIBIT 5.1
PATRICK A. POHLEN
650 843-5004
[email protected]
June 3, 1998
First Consulting Group, Inc.
111 W. Ocean Boulevard, 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-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 3,389,544
shares of the Company's Common Stock, $.001 par value, (the "Shares") comprising
of (a) 1,600,000 of the Shares issuable pursuant to its 1997 Equity Incentive
Plan, (b) 1,589,544 of the Shares issuable pursuant to its Associate 401(k) and
Stock Ownership Plan, and (c) 200,000 of the Shares issuable pursuant to the
1997 Non-Employee Directors' Stock Option (collectively, the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related prospectus, your Certificate of Incorporation and Bylaws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and related prospectuses, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent 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>
Exhibit 23.1
CONSENT OF GRANT THORNTON LLP, INDEPENDENT ACCOUNTANTS
We consent to incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1997 Equity Incentive Plan, Associate 401(k) and
Stock Ownership Plan and the 1997 Non-Employee Directors' Stock Option Plan and
of First Consulting Group, Inc. of our report dated January 17, 1998 (except for
Note K as to which the date is February 10, 1998) with respect to the
consolidated financial statements of First Consulting Group, Inc., included in
its Registration Statement on Form S-1, as amended (No. 333-41121), filed with
the Securities and Exchange Commission.
/s/ Grant Thornton LLP
Irvine, California
June 3, 1998
