<PAGE>
As filed with the Securities and Exchange Commission on December 20, 1999 (No.
_____-___)
================================================================================
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
Incorporation or Organization) Identification Number)
5847 San Felipe Road, Suite 3700
Houston, Texas 77057
(Address, including zip code, of Registrant's principal executive offices)
1997 STOCK OPTION PLAN
(Full title of the Plan)
__________________________
Dennis Fairchild
Chief Financial Officer
DA Consulting Group, Inc.
5847 San Felipe Road, Suite 3700
Houston, Texas 77057
(713) 361-3000
(Name, address, including zip code and telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Titles of Securities Amount to Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share (1) Price (1)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 700,000 $3.5625 $2,493,750.00 $658.35
value $0.01 per share
- -----------------------------------------------------------------------------------------------------
</TABLE>
(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 December
15, 1999.
<PAGE>
Explanatory Note
----------------
Pursuant to General Instruction E of Form S-8, this Registration Statement
is being filed in order to register additional shares of Common Stock, par value
$0.01 per share, of DA Consulting Group, Inc. (the "Company"), with respect to a
currently effective Registration Statement on Form S-8 of the Company relating
to the Company's 1997 Stock Option Plan.
The contents of Registration Statement on Form S-8 as filed on February 8,
1999, Registration No. 333-71987, are incorporated by reference into this
Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
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).
<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 Houston, Texas, on December 20, 1999.
DA CONSULTING GROUP, INC.
By: /s/ Nicholas H. Marriner
-------------------------------------
Nicholas H. Marriner
Chairman and Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Nicholas H. Marriner, Patrick J. Newton,
and Dennis Fairchild, 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.
<TABLE>
<S> <C>
Date: December 20, 1999 /s/ Patrick J. Newton
----------------------------------------------------
Patrick J. Newton
President (principal executive officer) and Director
Date: December 20, 1999 /s/ Dennis Fairchild
----------------------------------------------------
Dennis Fairchild, Executive Vice President - Finance
and Administration, and Chief Financial Officer
(principal financial officer)
Date: December 20, 1999 /s/ Lynne Hohlfeld
----------------------------------------------------
Lynne Hohlfeld, International Corporate Controller
(principal accounting officer)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Date: December 20, 1999 /s/ Nicholas H. Marriner
----------------------------------------------------
Nicholas H. Marriner, Director
Date: December 20, 1999 /s/ Virginia L. Pierpont
----------------------------------------------------
Virginia L. Pierpont, Director
Date: December 20, 1999 /s/ Nigel Curlet
----------------------------------------------------
Nigel Curlet, Director
Date: December 20, 1999 /s/ Gunther Fritze
----------------------------------------------------
Gunther Fritze, Director
Date: December 20, 1999 /s/ Richard Thatcher
----------------------------------------------------
Richard Thatcher, Director
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
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)
<PAGE>
Exhibit 5
[PEPPER HAMILTON LLP Letterhead]
December 20, 1999
DA Consulting Group, Inc.
5847 San Felipe Road, Suite 3700
Houston, Texas 77057
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 an
additional 700,000 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 Articles 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,
/s/ Pepper Hamilton LLP
----------------------------
PEPPER HAMILTON LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 19, 1999, relating to the
consolidated financial statements which appear in DA Consulting Group, Inc.'s,
Annual Report on Form 10-K (File No. 333-43989) for the year ended December 31,
1998.
/s/ PRICEWATERHOUSECOOPERS LLP
Houston, Texas
December 17, 1999
