SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 16, 2000
DA CONSULTING GROUP, INC.
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(Exact name of registrant as specified in its charter)
TEXAS 00-24055 76-0418488
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
5847 SAN FELIPE ROAD, SUITE 3700
HOUSTON, TEXAS 77057
(Address of principal executive offices)
(713) 361-3000
(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On October 16, 2000, DA Consulting Group, Inc. consummated the sale to
Purse Holding Limited, a British Virgin Islands limited company, of two million
shares of DACG's common stock for $4.8 million and warrants to purchase up to
three million shares of DACG's common stock. The sale was effected pursuant to
a Securities Purchase Agreement, dated August 2, 2000, between DACG and Purse.
The agreement was approved by DACG's shareholders at a special meeting held on
October 12, 2000. DACG credited its $2 million loan, received from Purse on
August 3, 2000, toward the $4.8 million purchase price of the two million shares
of its common stock. Purse paid the purchase price from internally generated
funds.
In accordance with the terms of the agreement, DACG issued (i) two million
shares of common stock at a price of $2.40 per share and (ii) warrants to
purchase (a) two million shares of common stock, exercisable until October 16,
2003, at the greater of $3.00 per share or 85% of the market price per share of
DACG's common stock at the time of exercise, and (b) one million shares of
common stock, exercisable for the period of time after January 1, 2002, and
until October 16, 2003, at $3.00 per share.
Prior to the consummation of the agreement, no single DACG shareholder
beneficially owned more than 11% of the outstanding shares of common stock. As
a result of its purchase of the two million shares of common stock, Purse owns
approximately 24% of DACG's outstanding shares and is its largest single
shareholder. If Purse purchases all three million shares provided for in the
warrants, it would own approximately 44% of the outstanding shares, assuming
DACG issues no additional equity and the antidilution provisions of the warrants
are not triggered.
The agreement requires DACG to register for resale under the Securities Act
of 1933 with the SEC, on or prior to October 16, 2001, the shares of common
stock purchased by Purse and any shares of common stock purchased upon exercise
of either of the warrants. DACG is also prohibited, until April 15, 2001, from
privately selling any shares of common stock, or rights, options or warrants to
purchase common stock, without first offering Purse the right to purchase such
securities, provided that the aggregate purchase price of securities which Purse
will have the right to purchase will not exceed $5 million. Further, for so
long as Purse owns at least 25% of the common stock that it has purchased, Purse
will be entitled to designate one director on DACG's board of directors.
The foregoing description of the agreement is qualified in its entirety by
the text of the agreement which is incorporated by reference in this Form 8-K as
set forth under it in Exhibit 10.1.
ITEM 5. OTHER EVENTS.
DACG is in the process of relocating its corporate headquarters from
Houston to Boston.
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ITEM 7. EXHIBITS.
Exhibit 10.1 Securities Purchase Agreement, dated as of August 2,
2000, by and between DA Consulting Group, Inc. and
Purse Holding Limited (Incorporated by reference to
Annex I to DACG's Definitive Proxy Statement filed
September 11, 2000)
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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.
DA CONSULTING GROUP, INC.
Date: October 26, 2000 By: /s/ John E. Mitchell
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John E. Mitchell
President and
Chief Executive Officer
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