<PAGE>
As filed with the Securities and Exchange Commission on June 16, 2000
Registration No. 333-________
================================================================================
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
(I.R.S. Employer Identification No.)
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)
------------------------
AnswerThink Consulting Group, Inc.
1998 Stock Option and Incentive Plan
(Full title of the Plan)
------------------------
Ted A. Fernandez
Chief Executive Officer and Chairman
1001 Brickell Bay Drive
Suite 3000
Miami, Florida 33131
(305) 375-8005
(Name, address and telephone number, including area code, of agent for service)
Copy to:
James E. Showen, 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 per share (1) price (1) fee (1)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 5,000,000 $ 16.97 $84,850,000 $22,400.40
------------------------------------------------------------------------------------------------------------------
</TABLE>
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(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of calculating
the amount of registration fee. The proposed maximum offering price per share
was determined by calculating the weighted average exercise price of 5,000,000
shares of Common Stock being offered at an exercise price of $16.97 based on the
average of the high and low prices per share of the Common Stock on June 13,
2000, as reported on The Nasdaq National Market.
--------------------------------------------------------------------------------
================================================================================
<PAGE>
Pursuant to Instruction E of Form S-8, this registration
statement is being filed to register additional securities of the same class as
were registered on the Form S-8 filed by the Registrant on December 30, 1998,
SEC Registration No. 333-69951, the contents of which are incorporated by
reference herein.
On February 17, 2000, the Company's Board of Directors
approved and adopted an amendment to Section 4 of the AnswerThink Consulting
Group, Inc. 1998 Stock Option and Incentive Plan (the "Plan") to increase the
number of shares of common stock available for issuance thereunder by 5,000,000
shares. Accordingly, as amended, the total number of shares of common stock
available for issuance under the Plan is 15,000,000. On May 10, 2000, the
stockholders of the Company approved the amendment to the Plan.
PART II
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -------------------------------------------------
<S> <C>
5 Opinion of Frank A. Zomerfeld, Esq. regarding the
legality of the shares being registered.
23.1 Consent of Frank A. Zomerfeld, Esq. (included in
his opinion filed as Exhibit 5 hereto).
23.2 Consent of Independent Certified Public
Accountants (PricewaterhouseCoopers LLP).
23.3 Consent of Independent Certified Public
Accountants (PricewaterhouseCoopers LLP).
23.4 Consent of Independent Auditors
(Ernst & Young, LLP).
23.5 Consent of Independent Auditors
(Ernst & Young, LLP).
23.6 Consent of Independent Public Accountants
(Arthur Andersen, LLP).
24.1 Power of Attorney (included on signature page).
99 Amendment dated May 10, 2000 to the AnswerThink
Consulting Group, Inc. 1998 Stock Option and
Incentive Plan.
</TABLE>
<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 this 16th day of June,
2000.
ANSWERTHINK CONSULTING GROUP, INC.
By: /s/ Ted A. Fernandez
-------------------------------------------------
Ted A. Fernandez
Chairman of the Board 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 or her true and lawful attorney-in-fact and
agent, with power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any amendments
to this Registration Statement, and to file the same, with all exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their, his or her substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ted A. Fernandez Chairman of the Board and June 16, 2000
------------------------------------ Chief Executive Officer
Ted A. Fernandez (Principal Executive Officer)
/s/ Allan R. Frank President June 16, 2000
------------------------------------
Allan R. Frank
/s/ John F. Brennan Executive Vice President, June 16, 2000
------------------------------------ Chief Financial Officer
John F. Brennan (Principal Accounting and
Financial Officer)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Uysses S. Knotts, III Executive Vice President, June 16, 2000
------------------------------------
Ulysses S. Knotts, III Sales and Marketing and Director
/s/ David N. Dungan Executive Vice President, June 16, 2000
------------------------------------ Chief Operating Officer
David N. Dungan
/s/ Fernando Montero Director June 16, 2000
------------------------------------
Fernando Montero
/s/ Edmund R. Miller Director June 16, 2000
------------------------------------
Edmund R. Miller
/s/ Jeffrey E. Keisling Director June 16, 2000
------------------------------------
Jeffrey E. Keisling
/s/ Robert J. Bahash Director June 16, 2000
------------------------------------
Robert J. Bahash
/s/ Bruce V. Rauner Director June 16, 2000
------------------------------------
Bruce V. Rauner
/s/ Alan T.G. Wix Director June 16, 2000
------------------------------------
Alan T.G. Wix
/s/ William C. Kessinger Director June 16, 2000
------------------------------------
William C. Kessinger
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
------ ----------- ----
<S> <C>
5 Opinion of Frank A. Zomerfeld, Esq.
23.1 Consent of Frank A. Zomerfeld, Esq. (See Exhibit 5).
23.2 Consent of Independent Certified Public
Accountants (PricewaterhouseCoopers LLP).
23.3 Consent of Independent Certified Public
Accountants (PricewaterhouseCoopers LLP).
23.4 Consent of Independent Auditors (Ernst & Young, LLP).
23.5 Consent of Independent Auditors (Ernst & Young, LLP).
23.6 Consent of Independent Public Accountants (Arthur Andersen, LLP).
24.1 Power of Attorney (included on signature page).
99 Amendment dated May 10, 2000 to AnswerThink Consulting Group,
Inc. 1998 Stock Option and Incentive Plan.
</TABLE>
