<PAGE>
As filed with the Securities and Exchange Commission on November 9, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________________
AnswerThink Consulting Group, Inc.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of
incorporation or organization)
65-0750100
(IRS employer identification number)
AnswerThink Consulting Group, Inc.
1001 Brickell Bay Drive, Suite 3000
Miami, Florida 33131
(305) 375-8005
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
________________________
Think New Ideas Amended and Restated 1998 Stock Option Plan
Think New Ideas Amended and Restated 1997 Stock Option Plan
(Full title of the Plans)
________________________
Ted A. Fernandez
President, Chief Executive Officer and Chairman
c/o AnswerThink Consulting Group, Inc.
1001 Brickell Bay Drive, Suite 3000
Miami, Florida 33131
Phone: (305) 375-8005
(Name, address and telephone number of agent for service)
Copy to:
David B.H. Martin, Jr., Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of securities to be Offering Price Aggregate Offering Registration
to be registered Registered(1) per Share (2) Price (1)(2) Fee (1)(2)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,450,000 $18.32 $44,884,000 $12,478
============================================================================================================
</TABLE>
(1) The Registrant is registering 1,400,000, and 1,050,000 shares of its common
stock, par value $.001 per share ("Common Stock"), for issuance pursuant to the
Think New Ideas, Inc. Amended and Restated 1998 Stock Option Plan and the Think
New Ideas, Inc. Amended and Restated 1997 Stock Option Plan, respectively.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
AnswerThink Consulting Group, Inc. ("AnswerThink") will deliver to
each participant in the Think New Ideas, Inc. Amended and Restated 1998 Stock
Option Plan and the Think New Ideas, Inc. Amended and Restated 1997 Stock Option
Plan (the "Plans") the documents containing the information that Part I of Form
S-8 requires to be included in this registration statement. In accordance with
Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act") and the instructions to Part I of Form S-8, these documents will not be
filed with the Securities and Exchange Commission (the "SEC") as part of any
prospectus or prospectus supplement. Copies of the Plans were filed with the SEC
as exhibits to Think New Ideas, Inc.'s annual reports on Form 10-KSB for the
fiscal years ended June 30, 1999 (in the case of the 1998 plan) and 1998 (in the
case of the 1997 plan).
Item 2. Registrant Information and Employee Plan Annual Information
If participants in the Plans call or write to Frank A. Zomerfeld,
Esq., AnswerThink Consulting Group, Inc., 1001 Brickell Bay Drive, Suite 3000,
Miami, Florida 33131, (305) 375-8005, AnswerThink will provide them with copies
of the documents filed or incorporated by reference in Item 3 of Part II of this
registration statement and other documents required to be delivered to
participants in the Plans pursuant to Rule 428(b) under the Securities Act,
without charge. The documents incorporated by reference in Item 3 of Part II of
this registration statement are incorporated by reference in the Section 10(a)
prospectuses for each of the respective Plans.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
AnswerThink hereby incorporates by reference into this registration
statement the following documents filed by it with the SEC:
(a) AnswerThink's annual report on Form 10-K for the fiscal year
ended January 1, 1999, except for items 6, 7 and 8, which have
been restated as a result of AnswerThink's merger with triSpan in
the current report on Form 8-K filed on August 12, 1999;
(b) AnswerThink's quarterly reports on Form 10-Q for the periods
ended April 2 and July 2, 1999 and current reports on Form 8-K
filed on July 1 and 21, August 12, and September 13, 1999; and
(c) the description of AnswerThink common stock, par value $0.001 per
share ("Common Stock"), contained in AnswerThink's registration
statement on Form S-1 ( File No. 333-48123) filed with the SEC on
March 17, 1998.
In addition, all documents and reports filed by AnswerThink subsequent
to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended (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 remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents or reports. 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 which 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.
To the fullest extent permitted by the Florida Business Corporation
Act (the "Florida Act"), AnswerThink's Articles of Incorporation provide that
directors of AnswerThink shall not be personally liable to AnswerThink or its
shareholders for monetary damages for breach of fiduciary duty as a director.
Generally, the Florida Act permits indemnification of a director or officer upon
a determination that he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The Articles of
Incorporation and Bylaws of AnswerThink provide for the indemnification of
AnswerThink's
<PAGE>
directors, officers, agents and employees and any person who is or was serving
at the request of AnswerThink as a director, officer, employee, partner (limited
or general) or agent of another corporation or of a partnership, joint venture,
limited liability company, trust or other enterprise, including service with
respect to an employee benefit plan, to the fullest extent authorized by, and
subject to the conditions set forth in, the Florida Act against all expenses,
liabilities and losses (including attorneys' fees, judgments, fines, ERISA
taxes, excise taxes, or penalties, charges, expenses and amounts paid or to be
paid in settlement), except that AnswerThink will indemnify a director or
officer in connection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized by AnswerThink's
Board of Directors.
The indemnification provided under the Bylaws includes the right to be
paid by AnswerThink the expenses (including attorneys' fees) of any proceeding
for which indemnification may be had in advance of its final disposition,
provided that the payment of such expenses (including attorneys' fees) incurred
by a director or officer in advance of the final disposition of a proceeding may
be made only upon delivery to AnswerThink of an undertaking by or on behalf of
such director or officer to repay all amounts so paid in advance if it is
ultimately determined that such director or officer is not entitled to be
indemnified. Pursuant to the Bylaws, if a claim for indemnification is not paid
by AnswerThink within 60 days after a written claim has been received by
AnswerThink, the claimant may at any time thereafter bring an action against
AnswerThink to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant will be entitled to be paid also the expense of
prosecuting such action. Under the Articles of Incorporation, AnswerThink has
the power to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of AnswerThink, or is or was serving
at the request of AnswerThink as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust, employee benefit
plan or other enterprise, against any liability asserted against such person or
incurred by such person in any such capacity, or arising out of such person's
status as such, whether or not AnswerThink would have the power to indemnify
such person against such liability under the provisions of the Florida Act.
AnswerThink maintains director and officer liability insurance on behalf of its
directors and officers.
The foregoing indemnity and insurance provisions have the effect of
reducing directors' and officers' exposure to personal liability for actions
taken in connection with their respective positions.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of AnswerThink pursuant to the foregoing provisions, or otherwise,
AnswerThink has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
AnswerThink of expenses incurred or paid by a director, officer or controlling
person of AnswerThink in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with securities being registered, AnswerThink 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 of 1933 and will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
Exhibit
No. Exhibit
-- -------
4.1 Second Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (File No. 333-
48123) as filed with the SEC on March 17, 1998).
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Quarterly Report on
Form 10-Q (File No. 000-24343), as filed with the SEC on August 17,
1998).
4.3 Form of Common Stock Certificate of the Registrant (incorporated by
reference to Exhibit 4.1 to the Registrant's Registration Statement
on Form 8-A (File No. 000-24343) as filed with the SEC on May 21,
1998).
5.1 Opinion of Frank A. Zomerfeld, Esq. as to the validity of the
securities registered hereunder, including the consent of Mr.
Zomerfeld.
23.1 Consent of Frank A. Zomerfeld, Esq. (included as part of Exhibit
5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Eaton Honick Pellegrino & McFarland, P.A.
24 Power of Attorney (included on the signature page of the
registration statement).
99.1 Think New Ideas, Inc., 1998 Amended and Restated Stock Option Plan
(incorporated by reference to Exhibit 4.5 of Think New Ideas,
Inc.'s Form 10-KSB filed with the SEC on September 22, 1999).
99.2 Think New Ideas, Inc., 1997 Amended and Restated Stock Option Plan
(incorporated by reference to Exhibit 4.4 of Think New Ideas,
Inc.'s Form 10-KSB filed with the SEC on September 17, 1998).
_______________________
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or post-
effective amendment to this registration sales are being
made, a statement:
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(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;
(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 information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by the Registrant 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
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 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 therein, 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 liability 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 SEC 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.
<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 Miami, state of Florida on November 9, 1999.
ANSWERTHINK CONSULTING GROUP, INC.
By: /s/ Ted A. Fernandez
----------------------------------
Ted A. Fernandez
Chairman of the Board, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ted A. Fernandez and John F. Brennan, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, from such person and in each person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement or any
Registration Statement relating to this Registration Statement under Rule 462
and to file the same, with all exhibits thereto and all 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 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 his or their substitute or substitutes, 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 indicated on November 9, 1999.
Name: Title:
---- -----
/s/ Ted A. Fernandez Chairman of the Board, President and
- ----------------------------
Ted A. Fernandez Chief Executive Officer
(Principal Executive Officer)
/s/ John F. Brennan Executive Vice President, Chief Financial
- ---------------------------
John F. Brennan Officer (Principal Accounting
and Financial Officer)
<PAGE>
/s Ulysses S. Knotts, III Executive Vice President, Sales and
- -----------------------------
Ulysses S. Knotts, III Marketing and Director
/s/ Robert J. Bahash Director
- -----------------------------
Robert J. Bahash
/s/ Fernando Montero Director
- -----------------------------
Fernando Montero
/s/ Edmund R. Miller Director
- -----------------------------
Edmund R. Miller
/s/ Bruce V. Rauner Director
- -----------------------------
Bruce V. Rauner
/s/ William C. Kessinger Director
- -----------------------------
William C. Kessinger
/s/ Jeffrey E. Keisling Director
- -----------------------------
Jeffrey E. Keisling
/s/ Alan T.G. Wix Director
- -----------------------------
Alan T.G. Wix
<PAGE>
EXHIBIT INDEX
Exhibit
No. Exhibit
--- -------
4.1 Second Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (File No. 333-
48123) as filed with the SEC on March 17, 1998).
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Quarterly Report on
Form 10-Q (File No. 000-24343), as filed with the SEC on August
17, 1998).
4.3 Form of Common Stock Certificate of the Registrant (incorporated
by reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form 8-A (File No. 000-24343) as filed with the SEC
on May 21, 1998).
5.1 Opinion of Frank A. Zomerfeld, Esq. as to the validity of the
securities registered hereunder, including the consent of Mr.
Zomerfeld.
23.1 Consent of Frank A. Zomerfeld, Esq. (included as part of Exhibit
5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Eaton Honick Pellegrino & McFarland, P.A.
24 Power of Attorney (included on the signature page of the
registration statement).
99.1 Think New Ideas, Inc., 1998 Amended and Restated Stock Option
Plan (incorporated by reference to Exhibit 4.5 of Think New
Ideas, Inc.'s Form 10-KSB filed with the SEC on September 22,
1999).
99.2 Think New Ideas, Inc., 1997 Amended and Restated Stock Option
Plan (incorporated by reference to Exhibit 4.4 of Think New
Ideas, Inc.'s Form 10-KSB filed with the SEC on September 17,
1998).
________________
<PAGE>
Exhibit 5.1
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LEGAL OPINION OF FRANK A. ZOMERFELD, ESQ.
November 8, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: AnswerThink Consulting Group, Inc.
Think New Ideas, Inc. 1998 Amended and Restated Stock Option Plan
Think New Ideas, Inc. 1997 Amended and Restated Stock Option Plan
Post-Effective Amendment to Registration Statement on Form S-8
Gentlemen and Ladies:
As Corporate Counsel of AnswerThink Consulting Group, Inc., a Florida
corporation ("AnswerThink"), I am familiar with its corporate affairs and
particularly with the corporate proceedings relating to the Agreement and Plan
of Merger by and among AnswerThink, Think New Ideas, Inc. and Darwin Acquisition
Corp. (the "Merger Agreement") and the Think New Ideas, Inc. 1998 Amended and
Restated Stock Option Plan and the Think New Ideas, Inc. 1997 Amended and
Restated Stock Option Plan (the "Plans").
Based upon the above, I am of the opinion that the shares of common stock,
par value $0.001 per share, of AnswerThink to be issued pursuant to the terms of
the Plan have been duly authorized and, upon payment therefore in accordance
with the terms of the Plan, will be validly issued, fully paid and non-
assessable.
I hereby consent to the use of this opinion as Exhibit 5.1 to the
registration statement on Form S-8, which is being filed by AnswerThink with the
Securities and Exchange Commission to register the shares of common stock to be
offered pursuant to the Plans.
Very truly yours,
/s/ Frank A. Zomerfeld
----------------------
Frank A. Zomerfeld
Corporate Counsel
<PAGE>
Exhibit 23.2
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of AnswerThink Consulting Group, Inc. of our report dated
February 26, 1999, except for Note 16, as to which the date is June 24, 1999,
relating to the financial statements, which appear in the Current Report on Form
8-K dated August 12, 1999.
/s/ PricewaterhouseCoopers LLP
- ------------------------------------
PricewaterhouseCoopers LLP
Miami, Florida
November 4, 1999
<PAGE>
Exhibit 23.3
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report on the financial
statements of triSpan, Inc. and triSpan Software, Inc. dated February 26, 1999
included in AnswerThink Consulting Group, Inc.'s Form 8-K filed August 12, 1999
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
- -----------------------
Arthur Andersen LLP
Philadelphia, Pa.
November 2, 1999
<PAGE>
Exhibit 23.4
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of AnswerThink Consulting Group, Inc. of our report dated
May 21, 1999, relating to the financial statements of CFT Consulting, Inc. which
appeared in AnswerThink Consulting Group, Inc.'s Current Report on From 8-K
dated September 13, 1999.
/s/ Eaton Honick Pellegrino & McFarland, P.A.
Eaton Honick Pellegrino & McFarland, P.A.
Sarasota, Florida
November 4, 1999
