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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
DA CONSULTING GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
TEXAS 76-0418488
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
5847 SAN FELIPE ROAD, SUITE 3700
HOUSTON, TEXAS 77057
(713) 361-3000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
1997 STOCK OPTION PLAN
(Full title of the Plan)
MICHAEL J. MACKEY
CHIEF FINANCIAL OFFICER
DA CONSULTING GROUP, INC.
5847 SAN FELIPE ROAD, SUITE 3700
HOUSTON, TEXAS 77057
(Name and address of Agent for Service)
(713) 361-3000
(Telephone Number, Including Area Code, of Agent for Service)
_____________
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CALCULATION OF REGISTRATION FEE
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=============================================================================================================================
TITLES OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING FEE
SHARE (1) PRICE (1)
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<S> <C> <C> <C> <C>
Common Stock, par value 1,260,000 $14.25 $17,955,000 $4,992
$0.01 per share
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(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) based on the average of the high and low prices for the Common
Stock of Registrant as reported by the The Nasdaq Stock Market, Inc. on February
2, 1999.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by DA Consulting Group, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
(a) Registrant's prospectus dated April 24, 1998, filed pursuant to Rule
424(b) under the Securities Act of 1933.
(b) Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998.
(c) The description of the Registrant's common stock, $0.01 par value per
share, contained in the registration statement on Form 8-A of the Registrant
(Commission File No. 0-24055) filed under the Securities and Exchange Act of
1934 on April 20, 1998.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the Registration Statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act ("TBCA") generally
provides that a corporation may indemnify any director or officer who was, is or
is threatened to be made a named defendant or respondent in a proceeding because
he is or was a director or officer, provided that the director or officer (i)
conducted himself in good faith, (ii) reasonably believed (a) in the case of
conduct in his official capacity, that his conduct was in the corporation's best
interests or (b) in all
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other cases, that his conduct was at least not opposed to the corporation's best
interests, and (iii) in the case of any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. Subject to certain exceptions, a
director or officer may not be indemnified if the person is found liable to the
corporation or if the person is found liable on the basis that he improperly
received a personal benefit. Under the TBCA, reasonable expenses incurred by a
director or officer may be paid or reimbursed by the corporation in advance of a
final disposition of the proceeding after the corporation receives a written
affirmation by the director or officer of his good faith belief that he has met
the standard of conduct necessary for indemnification and a written undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined that the director or officer is not entitled to
indemnification by the corporation. The TBCA also requires a corporation to
indemnify an officer or director against reasonable expenses incurred in
connection with the proceeding in which he is named defendant or respondent
because he is or was a director or officer if he is wholly successful in defense
of the proceeding.
The TBCA also permits a corporation to purchase and maintain insurance or
another arrangement on behalf of any person who is or was a director or officer
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such person, whether or not the
corporation would have the power to indemnify him against that liability under
Article 2.02-1.
The Registrant's Restated Articles and its Bylaws both provide for the
indemnification of its officers and directors, and the advancement to them of
expenses in connection with proceedings and claims, to the fullest extent
permitted by the TBCA. In addition, the Registrant intends to maintain
directors' and officers' liability insurance policies for its directors and
officers. In addition, the Registrant's Restated Articles of Incorporation
provide that a director of the Registrant will not be liable to the Registrant
or its shareholders for monetary damages for an act or omission in the
director's capacity as a director, except in the case of (i) a breach of the
director's duty of loyalty to the Registrant or its shareholders, (ii) an act or
omission not in good faith that involves intentional misconduct or a knowing
violation of the law, (iii) a transaction from which a director received an
improper benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office, (iv) an act or omission for which the
liability of the director is expressly provided for by statute, or (v) an act
related to an unlawful stock repurchase or payment of a dividend.
The above discussion of Article 2.02-1 of the TBCA and of the Registrant's
Restated Articles and Bylaws is not intended to be exhaustive and is
respectively qualified in its entirety by such statute and the Registrant's
Restated Articles and Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
Exhibit No. Description
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*4.1 1997 Stock Option Plan (Exhibit 10.19 to the 1998
Registration Statement).
5 Opinion of Pepper Hamilton LLP regarding the legality of
the Registrant Stock.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5).
24 Power of Attorney (included on Signature Page).
________________
* Incorporated by reference.
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakings:
(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 of 1933;
(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 (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high and
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 20 percent
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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-
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effective amendment by those paragraphs is contained in periodic reports filed
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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 that remain unsold at the termination of
the offering.
(b) The 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 Section 15(d) of the Securities
Exchange Act of 1934 (and where applicable, each filing of an employee benefit
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
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 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 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, 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.
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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 Houston, Texas, on February 8, 1999.
DA CONSULTING GROUP, INC.
By: /s/ Nicholas H. Marriner
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Nicholas H. Marriner
Chairman and Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Nicholas H. Marriner, Patrick J. Newton,
and Michael J. Mackey, and each or any 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 other registration statements and amendments thereto relating to the
offering contemplated by this Registration Statement (including registration
statements under Rule 462 promulgated under the Securities Act of 1933), and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange 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
and about the premises, 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, his or her 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.
Date: February 8, 1999 /s/ Nicholas H. Marriner
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Nicholas H. Marriner
Chairman and Chief Executive Officer
(principal executive officer)
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Date: February 8, 1999 /s/ Michael J. Mackey
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Michael J. Mackey, Vice President and
Chief Financial Officer (principal financial
officer and principal accounting officer)
Date: February 8, 1999 /s/ Patrick J. Newton
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Patrick J. Newton, President, Chief Operating
Officer and Director
Date: February 8, 1999 /s/ Virginia L. Pierpont
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Virginia L. Pierpont, Director
Date: February 8, 1999 /s/ Nigel Curlet
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Nigel Curlet, Director
Date: February 8, 1999 /s/ Gunther Fritze
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Gunther Fritze, Director
Date: February 8, 1999 /s/ Richard Thatcher
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Richard Thatcher, Director
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EXHIBIT INDEX
Exhibit No. Description
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5 Opinion of Pepper Hamilton LLP regarding the legality of the
Registrant Stock
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5)
24 Power of Attorney (included on Signature Page)
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Exhibit 5
[PEPPER HAMILTON LLP Letterhead]
DA Consulting Group, Inc.
5847 San Felipe Road, Suite 3700
Houston, Texas 77057
February 4, 1999
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") of DA Consulting Group, Inc., a Texas corporation (the
"Company"), to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the offering and sale by the Company of up to
an aggregate of 1,260,000 shares of common stock, par value $0.01 per share (the
"Shares"), of the Company pursuant to the Company's 1997 Stock Option Plan (the
"Plan").
In this connection, we have examined the Registration Statement,
including the exhibits thereto, the originals or copies, certified or otherwise
identified to our satisfaction, of the Certificate of Incorporation and the By-
Laws of the Company as amended to date, and such other documents and corporate
records relating to the Company as we have deemed appropriate for the purpose of
rendering the opinion expressed herein. The opinion expressed herein is based
exclusively on the applicable provisions of the Texas Business Corporation Act
and federal securities laws as in effect on the date hereof.
On the basis of the foregoing, we are of the opinion that the
Shares, when issued and paid for in accordance with the Plan, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. By providing such consent, we do not admit that we
come within the categories of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
PEPPER HAMILTON LLP
By: /s/ Robert A. Friedel
-----------------------
A Partner
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8, pertaining to the DA Consulting Group, Inc. 1997 Stock Option Plan,
of our report dated February 19, 1998, except for Note 16, as to which the date
is April 20, 1998, on our audits of the consolidated financial statements and
financial statement schedule of DA Consulting Group, Inc. as of December 31,
1997 and 1996 and for the years ended December 31, 1997, 1996 and 1995.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Houston, Texas
February 5, 1999
