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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): August 2, 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 5. Other Events.
On August 3, 2000, DA Consulting Group, Inc. announced that it had signed a
definitive agreement, dated August 2, 2000, relating to the purchase by a
private investor 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 prior
to the third anniversary of the closing of the transaction. The closing of the
transaction is contingent upon DACG shareholder approval to the extent required
in order to satisfy the Nasdaq Stock Market Marketplace Rules.
According to the terms of the agreement, following DACG's receipt of
shareholder approval, DACG will (i) issue two million shares of common stock at
a price of $2.40 per share and (ii) issue warrants to purchase (a) two million
shares of common stock, exercisable after the closing date, at the greater of
$3.00 per share or 85% of the market price of a share of DACG's common stock at
the time of exercise, and (b) one million shares of common stock, exercisable
after January 1, 2002, at $3.00 per share. Both warrants will expire on the
third anniversary of the closing date. If the investor's purchase of the
initial two million shares of common stock would make the investor subject to
notification and report requirements of the Hart-Scott-Rodino Act, then the
investor is only required to purchase the maximum number of shares that it may
purchase without subjecting itself to the HSR Act requirements. However, if the
investor chooses to purchase shares or warrant shares which subject the investor
the HSR requirements, then DACG and the investor have agreed to cooperate in
making the required filings and to share the cost of the filing fees equally.
The agreement provides that within one year following closing, DACG will
register the shares of common stock purchased by the investor from DACG and any
warrant shares purchasable, and further provides that the investor will be
entitled following closing to one seat on DACG's Board of Directors. During the
180-day period after closing, DACG will not privately sell any new securities
without first offering the investor the right to purchase the new securities,
provided that the aggregate purchase price of the new securities which the
investor will have the right to purchase will not exceed $5 million.
Pending closing, the investor has loaned DACG $2 million. This loan is
unsecured and will be credited toward the purchase price of the shares of common
stock to be purchased by the investor at closing. If DACG does not receive
shareholder approval, the loan will be repaid in full not later than 90 days
following the date of the shareholders' meeting at which the approval is not
obtained. DACG has agreed to use its best efforts to hold the shareholder
meeting as soon as practicable. If no shareholder meeting occurs, the loan must
be repaid in full in 90 days.
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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: August 4, 2000 By: /s/ John E. Mitchell
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John E. Mitchell
President and
Chief Executive Officer
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