<PAGE>
As filed with the Securities and Exchange Commission on September 24, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
AnswerThink Consulting Group, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Florida 8748 65-0750100
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
_______________
AnswerThink Consulting Group, Inc.
1001 Brickell Bay Drive, Suite 3000
Miami, Florida 33131
Phone: (305) 375-8005
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_______________
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, including zip code, and telephone number, including area code,
of agent for service)
_______________
With Copies to:
David B. H. Martin, Jr., Esq.
HOGAN & HARTSON L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
Approximate date of commencement of proposed sale to the public: As soon as
possible after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum maximum
Title of each class of Amount to be Offering aggregate Amount of
securities to be registered registered price per share(1) offering price(1) registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $.001 par value per share 5,499,621 $13.97 $76,829,705 $21,358.66
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
_________________
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
SUBJECT TO COMPLETION, DATED SEPTEMBER 24, 1999
<PAGE>
P R O S P E C T U S
LOGO
5,499,621 Shares
AnswerThink Consulting Group, Inc.
Common Stock
____________
AnswerThink provides integrated consulting and technology enabled solutions
focused on the Internet and the electronic commerce marketplace. This prospectus
relates to the offer and sale from time to time of up to 5,499,621 shares of
AnswerThink common stock by the AnswerThink stockholders named in this
prospectus. AnswerThink will not receive any proceeds from the sale of the
shares by the selling stockholders.
Our common stock is quoted on The Nasdaq Stock Market under the symbol
"ANSR." The last reported sale price of our common stock on The Nasdaq Stock
Market on September 23, 1999, was $14.21875 per share.
Our principal executive offices are located at 1001 Brickell Bay Drive,
Suite 3000, Miami, Florida 33131, and our telephone number is (305) 375-8005.
____________
Investing in our common stock involves various risks. See "Risk Factors"
beginning on page 5.
____________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
____________
September 24, 1999
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state or jurisdiction where the offer or sale is not
permitted.
2
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If it is against the law in any state to make an offer to sell the shares
(or to solicit an offer from someone to buy the shares), then this prospectus
does not apply to any person in that state, and no offer or solicitation is made
by this prospectus to any such person.
You should rely only on the information provided or incorporated by
reference in this prospectus or any supplement. Neither we nor any of the
selling stockholders have authorized anyone to provide you with different
information. You should not assume that the information in this prospectus or
any supplement is accurate as of any date other than the date on the front of
such documents.
3
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TABLE OF CONTENTS
Risk Factors........................................................... 5
Cautionary Note Regarding Forward-Looking Statements................... 11
About AnswerThink...................................................... 12
Use of Proceeds........................................................ 12
Selling Stockholders................................................... 13
Plan of Distribution................................................... 14
Legal Matters.......................................................... 16
Experts................................................................ 16
Where You Can Find More Information.................................... 16
4
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RISK FACTORS
You should carefully consider the following risk factors and the other
information in this prospectus before investing in our common stock. You should
also consider the additional information set forth in our SEC reports on Forms
10-K, 10-Q and 8-K and in the other documents considered a part of this
prospectus. See "Where You Can Find More Information."
Risks Relating to AnswerThink's Business
AnswerThink has a limited combined operating history and a history of
losses.
AnswerThink was formed in April 1997. AnswerThink has grown substantially
since then, both internally and through acquisitions. Although some businesses
AnswerThink has acquired have operated for some time, AnswerThink has a limited
history of combined operations. Consequently, its historical financial
information is not a good predictor of its future financial condition and
performance. AnswerThink had a net loss of $31.7 million for the year ended
January 1, 1999. AnswerThink has been expending significant funds to build its
infrastructure and hire consultants. AnswerThink's operating results and
financial condition will be adversely affected if its revenue does not increase
to cover its operating expenses. AnswerThink cannot assure you that it will
successfully increase its revenue or generate net income.
AnswerThink's quarterly operating results may vary.
AnswerThink's financial results may fluctuate from quarter to quarter. In
future quarters, AnswerThink's operating results may not meet public market
analysts' and investors' expectations. If that happens, the price of
AnswerThink's common stock may fall. Many factors can cause these fluctuations,
including:
. the number, size, timing and scope of projects;
. customer concentration;
. long and unpredictable sales cycles;
. contract terms of projects;
. degrees of completion of projects;
. project delays or cancellations;
. competition for and utilization of employees;
. how well we estimate the resources we need to complete projects;
. the integration of acquired businesses;
. pricing changes in the industry; and
. economic conditions specific to information technology consulting.
A high percentage of AnswerThink's operating expenses, particularly personnel
and rent, are fixed in advance of any particular quarter. As a result, if
AnswerThink experiences unanticipated changes in projects or in employee
utilization rates, AnswerThink could experience large variations in quarterly
operating results and losses in any particular quarter. Due to these factors,
we believe you should not compare AnswerThink's quarter-to-quarter operating
results to predict future performance.
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AnswerThink is growing quickly. Future growth of AnswerThink's business
could make it difficult to manage resources.
AnswerThink is experiencing substantial growth which it may not be able to
manage effectively. AnswerThink's business, financial condition and results of
operations will be materially and adversely affected if AnswerThink fails to
manage growth effectively. AnswerThink plans to continue to expand its
consulting organization, both internally and through acquisitions. Growth has
stretched and will continue to stretch AnswerThink's resources. We expect that
AnswerThink will need to continue to hire and retain management personnel and
other employees. In addition, we must set fixed-price fees accurately, maintain
high employee utilization rates and maintain project quality, particularly if
the average size of our projects continues to increase.
AnswerThink has risks associated with potential acquisitions or
investments.
Since AnswerThink was founded, it has significantly expanded through
acquisitions. In the future, AnswerThink plans to pursue additional
acquisitions. AnswerThink will do this to:
. recruit well-trained, high-quality professionals;
. expand its service offerings;
. gain additional industry expertise;
. broaden its client base; and
. expand its geographic presence.
AnswerThink may not be able to integrate successfully recent or future acquired
businesses without substantial expense, delays or other operational or financial
problems. AnswerThink may not be able to identify, acquire or profitably manage
additional businesses. AnswerThink may also require debt or equity financing
for future acquisitions that may not be available on terms favorable to
AnswerThink, if at all. Also, acquisitions may involve a number of risks,
including:
. diversion of management's attention;
. failure to retain key acquired personnel;
. unanticipated events or circumstances;
. legal liabilities; and
. amortization of acquired intangible assets.
AnswerThink cannot assure you that client satisfaction or performance problems
at a single acquired firm will not have a material adverse impact on
AnswerThink's reputation as a whole. Further, AnswerThink cannot assure you
that its recent or future acquired businesses will generate anticipated revenues
or earnings. Any one of these risks could harm AnswerThink's business.
AnswerThink may not be able to hire, train, motivate, retain and manage
professional staff.
To succeed, AnswerThink must hire, train, motivate, retain and manage
highly-skilled employees. Competition for skilled employees who can perform the
services AnswerThink offers is intense. AnswerThink might not be able to hire
enough of them or to train, motivate, retain and manage the employees it hires.
This could hinder AnswerThink's ability to complete existing projects and bid
for new projects. Hiring, training, motivating, retaining and managing
employees with the skills AnswerThink needs is time-consuming and expensive.
6
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AnswerThink could lose money on its contracts.
As part of its strategy, AnswerThink enters into capped or fixed-price
contracts, in addition to contracts based on payment for time and materials. If
AnswerThink miscalculates the resources or time needed for these projects, its
business could be harmed.
AnswerThink's markets are highly competitive.
AnswerThink competes in markets that are intensely competitive and rapidly
changing. We may not compete successfully with our competitors. We currently
compete for client assignments and experienced personnel principally with the
following:
. large accounting firms;
. systems consulting and implementation firms;
. service functions of application software firms;
. service functions of computer equipment companies;
. outsourcing companies;
. systems integration companies; and
. general management consulting firms.
Many of these competitors have significantly greater financial, technical and
marketing resources and greater name recognition than AnswerThink. AnswerThink
also competes with its clients' internal resources, particularly where these
resources represent a fixed cost to the client.
Competition may impose additional pricing pressures on AnswerThink. We
cannot assure you that AnswerThink will compete successfully with existing
competitors or with any new competitors.
AnswerThink may lose large clients or significant projects.
AnswerThink generates much of its revenue from a limited number of major
clients. As a result, if we lose a major client or large project, our revenues
will be adversely affected. For example, during 1998, AnswerThink's 10 most
significant clients accounted for approximately 21%, and four clients accounted
for approximately 11%, of net revenues. AnswerThink performs varying amounts of
work for specific clients from year to year. A major client in one year may not
use our services in another year. In addition, we may derive revenue from a
major client that constitutes a large portion of total revenue for particular
quarters. If we lose any major clients or any of our clients cancel or
significantly reduce the scope of a large project, our business, financial
condition and results of operations could be materially and adversely affected.
Also, if we fail to collect a large account receivable, we could be subjected to
significant financial exposure.
AnswerThink depends largely on its principal service offerings to generate
revenue.
AnswerThink has derived a substantial portion of its revenues from projects
based primarily on package software implementation and, to a lesser degree, Year
2000 issue consulting. Any factors negatively affecting the demand for package
software implementation could have a material adverse effect on AnswerThink's
business, financial condition and results of operations. In addition, the demand
for Year 2000 consulting services is likely to decline as Year 2000 issues are
resolved. There can be no assurance that AnswerThink will be successful in
generating any additional business as part of its Year 2000 issue consulting
service offering.
7
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The Year 2000 issue may adversely affect AnswerThink.
Year 2000 problems could require AnswerThink to incur delays and
unanticipated expenses. These delays and expenses could have a material adverse
effect on AnswerThink's business, financial condition and results of operations.
AnswerThink may experience operations difficulties because of undetected errors
or defects in the technology used in its solutions or internal systems.
AnswerThink may become involved in disputes regarding Year 2000 problems
involving solutions it developed or implemented or the interaction of its
solutions with other applications.
Lack of growth or decline in Internet usage could cause our business to
suffer.
AnswerThink expects to derive a significant portion of its revenue from
projects involving the Internet. The Internet is new and rapidly evolving. Our
business will be adversely affected if Internet usage does not continue to grow.
A number of factors may inhibit Internet usage. These factors include:
. inadequate network infrastructure;
. security concerns;
. inconsistent service quality; and
. lack of cost-effective, high-speed service.
On the other hand, if Internet usage grows, the Internet infrastructure may
not support the demands this growth will place on it. The Internet's performance
and reliability may decline. In addition, outages and delays have occurred
throughout the Internet network infrastructure and have interrupted Internet
service. If these outages or delays occur frequently in the future, Internet
usage could grow at a slower rate or decline.
We may also incur substantial costs to keep up with changes surrounding the
Internet. Unresolved critical issues concerning the commercial use and
government regulation of the Internet include the following:
. security;
. cost and ease of Internet access;
. intellectual property ownership;
. privacy;
. taxation; and
. liability issues.
Any costs we incur because of these factors could harm our business.
AnswerThink has risks associated with technology and technological change
and depends on third-party software offerings.
AnswerThink's success will depend in part on its ability to develop
information technology solutions that keep pace with continuing changes in
information technology, evolving industry standards and changing client
preferences. We cannot assure you that AnswerThink will be successful in
adequately addressing these developments in a timely manner. We cannot assure
you that AnswerThink will be successful in the marketplace even if it addresses
these developments. Also, we cannot assure you that products or technologies
others develop will not render AnswerThink's services uncompetitive or obsolete.
AnswerThink derives a significant portion of its revenue from projects in
which it implements software developed by third parties, such as PeopleSoft,
Inc. and Oracle Corporation. AnswerThink's future success in its package
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implementation consulting services depends largely on its relationship with
these organizations. We cannot assure you that AnswerThink will continue to
maintain a favorable relationship with these software developers. In addition,
if PeopleSoft and Oracle are unable to maintain their leadership positions
within the business applications software market, if AnswerThink's relationship
with these organizations deteriorates, or if these organizations elect to
compete directly with AnswerThink, AnswerThink's business could be harmed.
AnswerThink depends on its key personnel.
AnswerThink's future success depends in large part on the continued
services of a number of its key personnel, including its Chairman, President and
Chief Executive Officer, Ted A. Fernandez. The loss of the services of Mr.
Fernandez or any of its other key personnel could have a material adverse effect
on AnswerThink's business, financial condition and results of operations.
AnswerThink might not be able to prevent key personnel, who may leave its employ
in the future, from disclosing or using its technical knowledge, practices or
procedures. One or more of AnswerThink's key personnel might resign and join a
competitor or form a competing company. As a result, AnswerThink might lose
existing or potential clients.
The market price of AnswerThink common stock may fluctuate widely.
The market price of our common stock could fluctuate substantially due to:
. future announcements concerning us or our competitors;
. quarterly fluctuations in operating results;
. announcements of acquisitions or technological innovations; or
. changes in earnings estimates or recommendations by analysts.
In addition, the stock prices of many technology companies fluctuate widely
for reasons which may be unrelated to operating results. Fluctuations in our
common stock's market price may affect our visibility and credibility.
AnswerThink relies on its intellectual property rights.
AnswerThink relies upon a combination of nondisclosure and other
contractual arrangements and trade secret, copyright and trademark laws to
protect its proprietary rights and the proprietary rights of third parties from
whom AnswerThink licenses intellectual property. Although AnswerThink enters
into confidentiality agreements with its employees and limits distribution of
proprietary information, there can be no assurance that the steps AnswerThink
has taken in this regard will be adequate to deter misappropriation of
proprietary information or that AnswerThink will be able to detect unauthorized
use and take appropriate steps to enforce its intellectual property rights.
Although AnswerThink believes that its services do not infringe on the
intellectual property rights of others and that it has all rights necessary to
utilize the intellectual property employed in its business, AnswerThink is
subject to the risk of claims alleging infringement of third-party intellectual
property rights. Any claims could require AnswerThink to spend significant sums
in litigation, pay damages, develop non-infringing intellectual property or
acquire licenses to the intellectual property which is the subject of asserted
infringement.
AnswerThink and Think New Ideas, Inc. may lose rights under our contracts
with third parties if we do not obtain consents and waivers in connection
with our merger.
AnswerThink's merger with Think New Ideas may cause us to lose rights under
some of our contracts. We each have contracts with many of our suppliers,
customers, licensors, licensees and other business partners. Under some of these
contracts, we have to obtain the consent, waiver or approval of these other
parties in connection with the merger agreement. If we cannot do so, we may lose
the right to use intellectual property or other rights that are necessary for
the operation of our business. We have agreed to use all reasonable efforts to
secure the necessary consents, waivers and approvals. However, we cannot assure
you that we will be able to obtain all of the necessary consents, waivers and
approvals. Our failure to do so could impair AnswerThink's finances and business
prospects, as well as Think New Ideas' client relationships.
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AnswerThink may not realize the potential benefits of our merger with Think
New Ideas.
AnswerThink entered into the merger agreement with Think New Ideas with the
expectation the merger will result in benefits including incremental revenues
and potential cost savings. We can only achieve these benefits and savings if
we can integrate our culture, processes, technology, operations and personnel
timely and efficiently. If we fail to do this, we may lose customers or key
employees, or expected cost savings may not be achieved. This integration could
also divert our attention from operations. Among the challenges involved in
this integration is demonstrating to our customers that the merger will not
result in adverse changes in client service standards or business focus and
persuading our personnel that our business cultures are compatible. We may not
be able to integrate our businesses timely or successfully and may not be able
to realize any of the merger's anticipated benefits or cost savings. If we fail
to do these things, it could effect the value of AnswerThink's common stock,
impair AnswerThink's finances and business prospects after the merger.
AnswerThink may be negatively affected if our pending merger with Think New
Ideas, Inc. does not occur.
AnswerThink's pending merger with Think New Ideas, Inc. is subject to
certain closing conditions, and there can be no assurance as to when, or if,
such acquisition will occur. If AnswerThink fails to complete its merger with
Think New Ideas, the public announcement of our failure to complete the
acquisition could have an adverse effect on our sales and operation results,
stock value and ability to attract and retain key management, marketing and
technical personnel.
AnswerThink may be negatively affected by the pending litigation against
Think New Ideas.
If the class action lawsuit pending against Think New Ideas results in a
significant judgment, the combined company could be harmed. Think New Ideas and
certain of its officers and directors are defendants in a consolidated class
action lawsuit. The consolidated class action seeks to recover unspecified
damages, including punitive damages and other relief, as well as recovery of
costs and expenses, stemming from allegedly false and misleading statements made
by Think New Ideas and certain of its officers and directors concerning the
financial position and results of operations of Think New Ideas. Think New Ideas
has filed a motion to dismiss the lawsuit which has not been ruled upon as of
the date of this prospectus. Litigation poses inherent risks and uncertainties
and a substantial judgment in this litigation could significantly harm
AnswerThink.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated in this document by
reference contain forward-looking statements within the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995 with respect to
AnswerThink's financial condition, results of operations and business. These
statements are subject to known and unknown risks, uncertainties and other
factors that could cause our actual results to differ materially from the
statements. The forward-looking information is based on various factors and was
derived using numerous assumptions. In some cases, you can identify these
statements by our use of forward-looking words such as "may," "will," "should,"
"anticipate," "estimate," "expect," "plan," "believe," "predict, "potential" or
"intend." You should be aware that these statements only reflect our
predictions. Actual events or results may differ substantially. Important
factors that could cause our actual results to be materially different from our
expectations include those discussed in this prospectus under the caption "Risk
Factors." We undertake no obligation to update or revise publicly any forward-
looking statements, whether as a result of new information, future events or
otherwise.
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ABOUT ANSWERTHINK
AnswerThink provides integrated consulting and technology enabled solutions
focused on the Internet and web-enabled electronic commerce marketplace.
AnswerThink delivers a wide range of integrated services as part of its scalable
solutions. These services and solutions include:
. benchmarking best practices;
. business process transformation;
. packaged software implementation;
. Internet commerce;
. decision support technology; and
. Year 2000 solutions.
These solutions span multi-entity business functions including:
. finance and administration;
. human resources;
. information technology;
. sales and customer support; and
. supply chain management.
USE OF PROCEEDS
The selling stockholders will sell all of the shares of common stock
offered by this prospectus. Accordingly, AnswerThink will not receive any of the
proceeds from the sale of these shares.
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SELLING STOCKHOLDERS
The following table sets forth information with respect to the selling
stockholders. Assuming none of the selling stockholders purchase shares prior to
the completion of the offering and sell all of the shares they are offering,
they will not own any shares of AnswerThink common stock.
<TABLE>
<CAPTION>
Number of
Shares
Name of Owner Shares Owned Registered
- ------------- ------------ ----------
<S> <C> <C>
JK&B Capital, L.P. 42,415 42,415
JK&B Capital II, L.P. 84,830 84,830
Velocity Capital, LLC 51,807 51,807
Boston Capital Ventures III 25,903 25,903
Winston Partners, LP 15,542 15,542
Winston Partners II LLC 10,361 10,361
Dennis McGrath 15,292 15,292
Jeffrey Worthington 4,052 4,052
John Loucheim 359,942 359,942
Golder, Thoma, Cressey, Rauner Fund V, L.P. 4,880,956 4,880,956
GTCR Associates V, L.P. 8,521 8,521
--------- ---------
5,499,621 5,499,621
========= =========
</TABLE>
Each of the selling stockholders except for Golder, Thoma, Cressey, Rauner
Fund V, L.P. and GTCR Associates V, L.P. received their shares pursuant to the
February 26, 1999 merger of triSpan with AnswerThink. triSpan is an Internet
commerce consulting firm that provides Internet consulting, web application
development and integration services. The merger was accomplished through an
exchange of 689,880 shares of AnswerThink's common stock for all outstanding
shares of capital stock of triSpan. Each outstanding share of common stock of
triSpan was converted into 0.311 shares of AnswerThink common stock. The
transaction was accounted for under the pooling-of-interests method.
Golder, Thoma, Cressey, Rauner Fund V, L.P. was an initial investor in
AnswerThink and purchased preferred stock on April 23, 1997 and February 24,
1998 which was subsequently converted into common stock. GTCR Associates V, L.P.
purchased preferred stock on February 24, 1998 which was also converted into
common stock. Bruce Rauner and William C. Kessinger, both directors of
AnswerThink, are employees of affiliates of these entities.
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PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by the selling
stockholders named in this prospectus, by their donees or transferees, or by
their other successors in interest. The selling stockholders may sell their
shares at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at negotiated prices, or at fixed prices, which
may be changed. Each selling stockholder reserves the right to accept or reject,
in whole or in part, any proposed purchase of shares, whether the purchase is to
be made directly or through agents.
The selling stockholders may offer their shares at various times in one or
more of the following transactions:
. in ordinary brokers' transactions and transactions in which the broker
solicits purchasers;
. in transactions involving cross or block trades or otherwise on The
Nasdaq Stock Market;
. in transactions in which brokers, dealers or underwriters purchase the
shares as principal and resell the shares for their own accounts
pursuant to this prospectus;
. in transactions "at the market" to or through market makers in the
common stock or into an existing market for the common stock;
. in other ways not involving market makers or established trading
markets, including direct sales of the shares to purchasers or sales of
the shares effected through agents;
. through transactions in options, swaps or other derivatives which may
or may not be listed on an exchange;
. in privately negotiated transactions;
. in transactions to cover short sales; or
. in a combination of any of the foregoing transactions.
The selling stockholders also may sell their shares in accordance with Rule
144 under the Securities Act of 1933.
From time to time, one or more of the selling stockholders may pledge or
grant a security interest in some or all of the shares owned by them. If the
selling stockholders default in performance of the secured obligations, the
pledgees or secured parties may offer and sell the shares from time to time. The
selling stockholders also may transfer and donate shares in other circumstances.
The number of shares beneficially owned by selling stockholders who transfer,
donate, pledge or grant a security interest in their shares will decrease as and
when the selling stockholders take these actions. The plan of distribution for
the shares offered and sold under this prospectus will otherwise remain
unchanged, except that the transferees, donees or other successors in interest
will be selling stockholders for purposes of this prospectus.
A selling stockholder may sell short the common stock. The selling
stockholder may deliver this prospectus in connection with such short sales and
use the shares offered by this prospectus to cover such short sales.
A selling stockholder may enter into hedging transactions with broker-
dealers. The broker-dealers may engage in short sales of the common stock in the
course of hedging the positions they assume with the selling stockholder,
including positions assumed in connection with distributions of the shares by
such broker-dealers. A selling stockholder also may enter into option or other
transactions with broker-dealers that involve the delivery of the shares to the
broker-dealers, who may then resell or otherwise transfer such shares. In
addition, a selling stockholder may loan or pledge shares to a broker-dealer,
which may sell the loaned shares or, upon a default by the selling stockholder
of the secured obligation, may sell or otherwise transfer the pledged shares.
The selling stockholders may use brokers, dealers, underwriters or agents
to sell their shares. The persons acting as agents may receive compensation in
the form of commissions, discounts or concessions. This compensation may be paid
by the selling stockholders or the purchasers of the shares for whom such
persons may act as agent, or to whom they may sell as principal, or both. The
compensation as to a particular person may be less than or in excess of
customary commissions. The selling stockholders and any agents or broker-dealers
that participate with the selling stockholders in the offer and sale of the
shares may be deemed to be "underwriters" within the meaning of the Securities
Act. Any commissions they receive and any profit they realize on the resale of
the shares by them may be deemed to be underwriting discounts and commissions
under the Securities Act. Neither we nor any selling stockholders can presently
estimate the amount of such compensation.
If a selling stockholder sells shares in an underwritten offering, the
underwriters may acquire the shares for their own account and resell the shares
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. In such event, we will set forth in a
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supplement to this prospectus the names of the underwriters and the terms of the
transactions, including any underwriting discounts, concessions or commissions
and other items constituting compensation of the underwriters and broker-
dealers. The underwriters from time to time may change any public offering price
and any discounts, concessions or commissions allowed or reallowed or paid to
broker-dealers. Unless otherwise set forth in a supplement, the obligations of
the underwriters to purchase the shares will be subject to certain conditions,
and the underwriters will be obligated to purchase all of the shares specified
in the supplement if they purchase any of the shares.
We have advised the selling stockholders that during such time as they may
be engaged in a distribution of the shares, they are required to comply with
Regulation M under the Securities Exchange Act. With certain exceptions,
Regulation M prohibits any selling stockholder, any affiliated purchasers and
any broker-dealer or other person who participates in such distribution from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase, any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made
in order to stabilize the price of a security in connection with the
distribution of that security. The foregoing restrictions may affect the
marketability of the shares.
Under our agreements with the selling stockholders, we are required to bear
the expenses relating to this offering, excluding any underwriting discounts or
commissions, brokerage fees, stock transfer taxes and fees of legal counsel to
the selling stockholders. We estimate these expenses will total approximately
$115,000.
We have agreed to indemnify the selling stockholders against certain
liabilities, including certain liabilities under the Securities Act.
It is possible that a significant number of shares could be sold at the
same time. Such sales, or the perception that such sales could occur, may
adversely affect prevailing market prices for the common stock.
This offering by any selling stockholder will terminate two years from the
date of this prospectus or, if earlier, on the date on which the selling
stockholder has sold all of his shares.
15
<PAGE>
LEGAL MATTERS
The validity of our common stock offered hereby is being passed upon for
AnswerThink by Frank A. Zomerfeld, Corporate Counsel of AnswerThink.
EXPERTS
The consolidated financial statements as of and for the years ended January
1, 1999 and January 2, 1998 incorporated in this prospectus by reference to
AnswerThink's current report on Form 8-K filed with the SEC on August 12, 1999,
except as they relate to triSpan, Inc. and triSpan Software, Inc., have been
audited by PricewaterhouseCoopers LLP, independent certified public accountants,
and, insofar as they relate to triSpan, Inc. and triSpan Software, Inc., by
Arthur Andersen LLP, independent public accountants, whose reports appear in
that current report. These financial statements have been included in reliance
on the reports of these independent accountants given on the authority of these
firms as experts in auditing and accounting.
The combined financial statements of triSpan, Inc. for the year ended
December 31, 1996 incorporated by reference in this prospectus and elsewhere in
this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report for the year ended
December 31, 1996 with respect to those financial statements, and are included
in this prospectus in reliance upon the authority of that firm as experts in
giving that report.
The financial statements of CFT Consulting, Inc. for the year ended
December 31, 1998 incorporated by reference to AnswerThink's current report on
Form 8-K filed with the SEC on September 13, 1999 in this prospectus have been
audited by Eaton Honick Pellegrino & McFarland,P.A., independent public
accountants, as indicated in their report for the year ended December 31, 1998
with respect to those financial statements, and are included in this prospectus
in reliance upon the authority of that firm as experts in giving that report.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement of which this prospectus forms a
part. The registration statement, including the attached exhibits and schedules,
contains additional relevant information about our common stock. The rules and
regulations of the SEC allow us to omit some of the information included in the
registration statement from this prospectus.
In addition, we have filed reports, proxy statements and other information
with the SEC under the Securities Exchange Act. You may read and copy any of
this information at the following locations of the SEC:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
</TABLE>
You may obtain information on the operation of the SEC's Public Reference
Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet web site that contains reports, proxy
statements and other information regarding issuers, like AnswerThink, that file
electronically with the SEC. The address of that site is http://www.sec.gov. The
SEC file number for our documents filed under the Securities Exchange Act is 0-
24343.
The SEC allows us to "incorporate by reference" information into this
prospectus. This means we can disclose important information to you by referring
you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, except
for any such information that is superseded by information included directly in
this document.
16
<PAGE>
This prospectus incorporates by reference the documents listed below that
we have previously filed or will file with the SEC. They contain important
information about us and our financial condition.
. annual report on Form 10-K for the fiscal year ended January 1, 1999
filed on April 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;
. quarterly report on Form 10-Q for the periods ended April 2 and July 2,
1999 filed on May 17 and August 16, 1999, respectively;
. current reports on Form 8-K filed on July 1 and 21, August 12 and
September 13, 1999; and
. the unaudited pro forma combined condensed consolidated financial
information contained in our Registration Statement on Form S-4, SEC
File No. 333-87379, filed with the SEC on September 17, 1999.
In the event of conflicting information in these documents, the information
in the latest filed document should be considered correct.
You can obtain any of the documents listed above from the SEC, through the
SEC's Web site at the address described above, or directly from us, by
requesting them in writing or by telephone at the following address:
AnswerThink Consulting Group, Inc.
1001 Brickell Bay Drive, Suite 3000
Miami, Florida 33131
Attn: Corporate Counsel
Phone: (305) 375-8005
We will provide a copy of any of these documents without charge, excluding
any exhibits unless the exhibit is specifically listed as an exhibit to the
registration statement of which this prospectus forms a part. If you request any
documents from us, we will mail them to you by first class mail, or another
equally prompt means, within two business days after we receive your request.
17
<PAGE>
================================================================================
5,499,621 Shares
AnswerThink Consulting Group, Inc.
Common Stock
LOGO
_______________________________
P R O S P E C T U S
September 24, 1999
_______________________________
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses payable by
AnswerThink in connection with the sale and distribution of the securities being
registered.
<TABLE>
<S> <C>
SEC Registration Fee.......................................... $ 21,500
Printing and Duplicating Expenses............................. $ 50,000
Legal Fees and Expenses....................................... $ 25,000
Accounting Fees and Expenses.................................. $ 15,000
Miscellaneous................................................. $ 3,500
--------
Total.................................................... $115,000
</TABLE>
- -------------------
Item 15. Indemnification of Directors and Officers
To the fullest extent permitted by the Florida Business Corporation
Act (the "Florida Act"), AnswerThink Consulting Group, Inc.'s ("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 directors and officers 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) in advance 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 also be entitled to be paid 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
II-1
<PAGE>
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 the
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 16. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit
No. Exhibit Description
------- -------------------
2.1 Agreement and Plan of Merger by and among AnswerThink Consulting
Group, Inc., Think New Ideas, Inc. and Darwin Acquisition Corp.,
dated as of June 24, 1999.**
2.2 Company Voting Agreement, by and among AnswerThink Consulting Group,
Inc., Darwin Acquisition Corp. and certain shareholders of Think New
Ideas, Inc., dated as of June 24, 1999.**
2.3 Acquiror Voting Agreement by and among Think New Ideas, Inc. and
certain shareholders of AnswerThink Consulting Group, Inc., dated as
of June 24, 1999.**
2.4 Stock Option Agreement by and between AnswerThink Consulting Group,
Inc. and Think New Ideas, Inc., dated as of June 24, 1999.**
2.5 Merger Agreement by and among AnswerThink Consulting Group, Inc.,
CFT Consulting, Inc., CFT Acquisition, Inc. and the Shareholders of
CFT, dated as of July 6, 1999.***
5 Opinion of Frank A. Zomerfeld, Esq. as to the validity of the
securities registered hereunder, including the consent of that firm.*
23.1 Consent of Frank A. Zomerfeld, Esq. (included as part of Exhibit 5).
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 in the signature page).
- -------------------------
* To be filed by amendment.
** Incorporated by reference to AnswerThink's current report on Form 8-K
filed with the SEC on July 1, 1999.
*** Incorporated by reference to AnswerThink's current report on Form 8-K
filed with the SEC on July 21, 1999.
(b) Financial Statement Schedules.
Schedules not listed above have been omitted because they are
inapplicable or the information required to be set forth therein is contained,
or incorporated by reference, in the Consolidated Financial Statements of
AnswerThink or notes thereto.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(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
II-2
<PAGE>
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end 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 a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and
(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.
(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 which remain unsold at the termination of the
offering.
(4) That, for the 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 that is
incorporated by reference in this 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.
(5) 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 provisions described under Item 15
above or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange 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 against the registrant 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 each
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 September 24, 1999.
ANSWERTHINK CONSULTING GROUP, INC.
By: /s/ Ted A. Fernandez
------------------------------------------
Ted A. Fernandez
Chairman of the Board, President and Chief
Executive Officer
Each director whose signature appears below appoints Ted A. Fernandez or
John F. Brennan, jointly and severally, each in his own capacity, as true and
lawful attorneys-in-fact, with full power of substitution in such director's
name, place and stead, in any and all capacities to sign the Registration
Statement on Form S-3 and any amendments to the Form S-3, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, 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 September 24, 1999.
Name: Title:
---- -----
/s/ Ted A. Fernandez Chairman of the Board, President and
- -------------------------- Chief Executive Officer
Ted A. Fernandez (Principal Executive Officer)
/s/ John F. Brennan Executive Vice President,
- -------------------------- Chief Financial Officer
John F. Brennan (Principal Accounting and Financial Officer)
/s/ Allan R. Frank Executive Vice President,
- -------------------------- Chief Technology Officer and Director
Allan R. Frank
/s/ Ulysses S. Knotts, III Executive Vice President,
- -------------------------- Sales and Marketing and Director
Ulysses S. Knotts, III
/s/ Fernando Montero Director
- --------------------------
Fernando Montero
<PAGE>
/s/ Edmund R. Miller Director
- --------------------------
Edmund R. Miller
/s/ Jeffrey E. Keisling Director
- --------------------------
Jeffrey E. Keisling
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Exhibit Description
------- -------------------
2.1 Agreement and Plan of Merger by and among AnswerThink Consulting
Group, Inc., Think New Ideas, Inc. and Darwin Acquisition Corp.,
dated as of June 24, 1999.**
2.2 Company Voting Agreement, by and among AnswerThink Consulting Group,
Inc., Darwin Acquisition Corp. and certain shareholders of Think
New Ideas, Inc., dated as of June 24, 1999.**
2.3 Acquiror Voting Agreement by and among Think New Ideas, Inc. and
certain shareholders of AnswerThink Consulting Group, Inc., dated
as of June 24, 1999.**
2.4 Stock Option Agreement by and between AnswerThink Consulting Group,
Inc. and Think New Ideas, Inc., dated as of June 24, 1999.**
2.5 Merger Agreement by and among AnswerThink Consulting Group, Inc.,
CFT Consulting, Inc., CFT Acquisition, Inc. and the Shareholders of
CFT, dated as of July 6, 1999.***
5 Opinion of Frank A. Zomerfeld, Esq. as to the validity of the
securities registered hereunder, including the consent of that firm.*
23.1 Consent of Frank A. Zomerfeld, Esq. (included as part of Exhibit 5).
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 in the signature page).
- -----------------------
* To be filed by amendment.
** Incorporated by reference to AnswerThink's current report on Form 8-K
filed with the SEC on July 1, 1999.
*** Incorporated by reference to AnswerThink's current report on Form 8-K
filed with the SEC on July 21, 1999.
<PAGE>
Exhibit 23.2
------------
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 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. We also consent to the reference to us under the
heading "Experts" in this Registration Statement.
/s/ PricewaterhouseCoopers LLP
Miami, Florida
September 24, 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
Philadelphia, Pa.
September 24, 1999
<PAGE>
Exhibit 23.4
------------
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 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 Form 8-
K dated September 13, 1999.
/s/ Eaton Honick Pellegrino & McFarland, P.A.
Sarasota, Florida
September 24, 1999
