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You should rely only on the information contained in this prospectus or to
which we have referred you. Neither we nor any of the selling stockholders
have authorized anyone to provide you with different information. This
prospectus may only be used where it is legal to sell these securities. The
information in this prospectus may be accurate only on the date of this
prospectus.
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.
2
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TABLE OF CONTENTS
Risk Factors.................................................................. 4
About AnswerThink Consulting Group, Inc...................................... 11
Use of Proceeds.............................................................. 11
Selling Stockholders......................................................... 12
Plan of Distribution......................................................... 14
Legal Matters................................................................ 16
Experts...................................................................... 16
Where You Can Find More Information.......................................... 16
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RISK FACTORS
An investment in our common stock involves risks. You should carefully
consider the risks described below and the other information in this
prospectus before you decide to buy our common stock. You should also consider
the additional information set forth in our SEC report Form 10-K and in the
other documents considered a part of this prospectus. See "Where You Can Find
More Information." The trading price of our common stock could decline due to
any of these risks, and you could lose all or part of your investment.
Except for any historical information, the matters we discuss in this
prospectus concerning AnswerThink contain forward-looking statements. Any
statements in this prospectus that are not statements of historical fact, are
intended to be, and are, "forward-looking statements" under the safe harbor
provided by Section 27(a) of the Securities Act of 1933. Without limitation,
the words "anticipates," "believes," "estimates," "expects," "intends,"
"plans" and similar expressions are intended to identify forward-looking
statements. The important factors we discuss below, as well as other factors
identified in our filings with the SEC and those presented elsewhere by our
management from time to time, could cause actual results to differ materially
from those indicated by the forward-looking statements made in this
prospectus.
We have a limited combined operating history and a history of losses.
We were formed in April 1997. We have grown substantially since then, both
internally and through acquisitions. Although some businesses we have acquired
have operated for some time, we have a limited history of combined operations.
Consequently, our historical financial information is not a good predictor of
our future financial condition and performance. We have been expending and
expect to continue to expend significant funds to build our infrastructure,
hire consultants and expand our geographical presence. To the extent that our
revenues do not increase as quickly as these costs and expenditures, our
results of operations and liquidity could be materially and adversely
affected. We may not sustain our historical revenue growth rates. If we
experience slower revenue growth than expected or if our operating expenses
exceed our expectations, we may not achieve profitability. If we achieve
profitability in the future, we may not sustain it.
Our quarterly operating results may vary.
Our financial results may fluctuate from quarter to quarter. In future
quarters, our operating results may not meet public market analysts' and
investors' expectations. If that happens, the price of our common stock may
fall. Many factors can cause these fluctuations, including:
.the number, size, timing and scope of client engagements;
.customer concentration;
.long and unpredictable sales cycles;
.contract terms of client engagements;
.degrees of completion of client engagements;
.client engagement delays or cancellations;
.competition for and utilization of employees;
.how well we estimate the resources we need to complete client engagements;
.the integration of acquired businesses;
.pricing changes in the industry;
.economic conditions specific to the Internet and information technology
consulting; and
.general economic conditions.
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A high percentage of our operating expenses, particularly personnel and
rent, are fixed in advance of any particular quarter. As a result, if we
experience unanticipated changes in client engagements or in employee
utilization rates, we could experience large variations in quarterly operating
results and losses in any particular quarter. Due to these factors, we believe
you should not compare our quarter-to-quarter operating results to predict
future performance.
We are growing quickly. Future growth of our business could make it
difficult to manage resources.
We are experiencing substantial growth which we may not be able to manage
effectively. Our business, financial condition and results of operations will
be materially and adversely affected if we fail to manage growth effectively.
We plan to continue to expand our consulting organization, both internally and
through acquisitions. We expect that we 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 the quality of our client engagements, particularly if the average
size of our client engagements continues to increase.
If we are unable to maintain our reputation and expand our name recognition,
we may have difficulty attracting new business and retaining current
clients and employees.
We believe that establishing and maintaining a good reputation and name
recognition are critical for attracting and retaining clients and employees.
We also believe that the importance of reputation and name recognition is
increasing and will continue to increase due to the growing number of
providers of Internet services. If our reputation is damaged or if potential
clients are not familiar with us or with the solutions we provide, we may be
unable to attract new, or retain existing, clients and employees. Promotion
and enhancement of our name will depend largely on our success in continuing
to provide effective solutions. If clients do not perceive our solutions to be
effective or of high quality, our brand name and reputation will suffer. In
addition, if solutions we provide have defects, critical business functions of
our clients may fail, and we could suffer adverse publicity as well as
economic liability.
We may need additional capital in the future, which may not be available to
us at all or on favorable terms; the raising of additional capital could
dilute your ownership in our company.
In the future, we may need to raise additional funds, either through public
or private debt or equity financing, to take advantage of expansion or
acquisition opportunities, develop new solutions or compete effectively in the
marketplace. Any additional capital raised through the sale of equity or
equity-linked securities would dilute your ownership percentage in us. These
securities could also have rights, preferences or privileges senior to those
of your common stock. Furthermore, we may not be able to obtain additional
financing when needed or on terms favorable to us or our stockholders. If
additional financing is not available on favorable terms or at all, this may
adversely affect our ability to develop or enhance our services, take
advantage of business opportunities including acquisitions or respond to
competitive pressures.
We have risks associated with potential acquisitions or investments.
Since we were founded, we have significantly expanded through acquisitions.
In the future, we plan to pursue additional acquisitions. We will do this to:
.recruit well-trained, high-quality professionals;
.expand our service offerings;
.gain additional industry expertise;
.broaden our client base; and
.expand our geographic presence.
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We may not be able to integrate successfully businesses which we may acquire
in the future without substantial expense, delays or other operational or
financial problems. We may not be able to identify, acquire or profitably
manage additional businesses. We may also require debt or equity financing for
future acquisitions that may not be available on terms favorable to us, if at
all. Also, acquisitions may involve a number of risks, including:
.diversion of management's attention;
.failure to retain key personnel;
.failure to retain existing clients;
.unanticipated events or circumstances;
.legal liabilities; and
.amortization of acquired intangible assets.
We cannot assure you that client satisfaction or performance problems at a
single acquired firm will not have a material adverse impact on our reputation
as a whole. Further, we cannot assure you that our recent or future acquired
businesses will generate anticipated revenues or earnings.
We may be subject to claims for past acts of the companies that we acquire,
which may subject us to increased expenses.
We could experience financial or other setbacks if any of the businesses
that we acquire had problems in the past of which we are not aware. To the
extent any client or other third party asserts any legal claim against any of
the companies we have acquired, our business, results of operations and
financial condition could be materially and adversely affected.
We may be negatively affected by the pending litigation against THINK New
Ideas.
As a result of our merger with THINK New Ideas, we assumed all potential
costs and liabilities in connection with a class action lawsuit that was
pending against THINK New Ideas and certain of its officers and directors at
the time of the merger. If this lawsuit results in a significant judgment, we
could be harmed. 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' motion to dismiss the lawsuit, which was filed prior to the merger, 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 us.
We may not be able to hire, train, motivate, retain and manage professional
staff.
To succeed, we must hire, train, motivate, retain and manage highly skilled
employees. Competition for skilled employees who can perform the services we
offer is intense. We might not be able to hire enough of them or to train,
motivate, retain and manage the employees we hire. This could hinder our
ability to complete existing client engagements and bid for new client
engagements. Hiring, training, motivating, retaining and managing employees
with the skills we need is time-consuming and expensive.
We could lose money on our contracts.
As part of our strategy, we enter into capped or fixed-price contracts, in
addition to contracts based on payment for time and materials. Because of the
complexity of many of our client engagements, accurately estimating the cost,
scope and duration of a particular engagement can be a difficult task. If we
fail to make these estimates accurately, we could be forced to devote
additional resources to these engagements for which we will not receive
additional compensation. To the extent that an expenditure of additional
resources is required on an engagement, this could reduce the profitability
of, or result in a loss on, the engagement. In the past, we have, on occasion,
engaged in significant negotiations with clients regarding changes to the
cost, scope or duration of specific engagements. To the extent we do not
sufficiently communicate to our clients, or our clients fail to adequately
appreciate, the nature and extent of any of these types of changes to an
engagement, our reputation may be harmed and we may suffer losses on an
engagement.
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Lack of detailed written contracts could impair our ability to collect
fees, protect our intellectual property and protect ourselves from
liability to others.
We try to protect ourselves by entering into detailed written contracts
with our clients covering the terms and contingencies of the client
engagement. In some cases, however, consistent with what we believe to be
industry practice, work is performed for clients on the basis of a limited
statement of work or verbal agreements before a detailed written contract can
be finalized. To the extent that we fail to have detailed written contracts in
place, our ability to collect fees, protect our intellectual property and
protect ourselves from liability to others may be impaired.
We sometimes agree not to perform services for our clients' competitors,
which limits our business opportunities.
Provisions in some of the agreements we have with our clients limit our
right to enter into business relationships with competitors of that client for
a specific time period. These provisions typically prohibit us from performing
a broad range of our Internet services that we might otherwise be willing to
perform for potential clients. These provisions are generally limited to six
months and are sometimes further limited by office location or apply only to
specific employees. These provisions may limit our ability to enter into
engagements with new clients for specified periods of time. This may adversely
affect our business opportunities and our revenues.
Absence of dividends could reduce our attractiveness to investors.
Some investors favor companies that pay dividends. We anticipate that for
the foreseeable future we will follow a policy of not declaring dividends on
common stock and instead retaining earnings, if any, for use in our business.
If we do not pay dividends, your return on an investment in our common stock
likely will depend on your ability to sell our stock at a profit.
Our affiliates can control matters requiring stockholder approval because
they own a large percentage of our common stock and they may vote this
common stock in a way with which you do not agree.
Our affiliates own approximately 25% of the outstanding shares of our
stock. As a result, if these persons act together, they will have the ability
to exercise substantial control over our affairs and corporate actions
requiring stockholder approval, including the election of directors, a sale of
substantially all our assets, a merger with another entity or an amendment to
our certificate of incorporation. The ownership position of these stockholders
could delay, deter or prevent a change in control and could adversely affect
the price that investors might be willing to pay in the future for shares of
our common stock.
Our markets are highly competitive.
We may not be able to compete effectively with current or future
competitors. The Internet services market is relatively new and highly
competitive. We expect competition to further intensify as this market rapidly
evolves. Some of our competitors have longer operating histories, larger
client bases, longer relationships with their clients, greater brand or name
recognition and significantly greater financial, technical and marketing
resources than we do. As a result, our competitors may be in a stronger
position to respond more quickly to new or emerging technologies and changes
in client requirements and to devote greater resources than we can to the
development, promotion and sale of their services. Competitors could lower
their prices, potentially forcing us to lower our prices and suffer reduced
operating margins. We face competition from the following types of companies:
. Internet services firms;
. technology consulting firms and integrators;
. strategy consulting firms; and
. in-house information technology, marketing and design service
departments of our current and potential clients.
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In addition, there are relatively low barriers to entry into the Internet
services market. We do not own any patented technology that would stop
competitors from entering this market and providing services similar to ours.
As a result, the emergence of new competitors may pose a threat to our
business. Existing or future competitors may develop and offer services that
are superior to, or have greater market acceptance than, ours, which could
significantly decrease our revenues and the value of your investment.
We may lose large clients or significant client engagements.
Our client engagements are generally short-term arrangements, and most
clients can reduce or cancel their contracts for our services without penalty
and with little or no notice. As a result, if we lose a major client or large
client engagement, our revenues will be adversely affected. We perform 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 client engagement, 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.
Consequently, you should not predict or anticipate our future revenue based
upon the number of clients we currently have or the number and size of our
existing client engagements.
The Year 2000 issue may adversely affect us.
We may become involved in disputes regarding Year 2000 problems involving
solutions we developed or implemented or the integration of our solutions with
other applications. As of the date of this prospectus, our systems have
functioned properly with respect to dates starting in the Year 2000 and, to
date, our clients have not informed us of any Year 2000 problems associated
with the solutions we developed for them. However, Year 2000 problems may
still affect us or our clients. If we or our clients experience Year 2000
problems, we may incur material financial losses, liability to our clients or
damage to our reputation.
Lack of growth or decline in Internet usage could cause our business to
suffer.
We expect to derive a significant portion of our revenue from client
engagements involving the Internet. The Internet is new and rapidly evolving.
Our business will be adversely affected if Internet usage, particularly among
our clients and prospective clients and their customers and suppliers, does
not continue to grow. A number of factors may inhibit Internet usage. These
factors include:
.inadequate network infrastructure;
.security concerns;
.government regulation;
.reluctance to adopt new business methods;
.costs associated with the replacement of obsolescent infrastructure;
.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, including as a result of malicious or criminal activities
directed towards certain companies with Internet-based operations on web
sites. If these outages or delays occur frequently in the future, Internet
usage could grow at a slower rate or decline.
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We have risks associated with technology and technological change and
depend on third-party software offerings.
Our success will depend in part on our 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 we will be successful in adequately addressing these
developments in a timely and cost-effective manner. We cannot assure you that
we will be successful in the marketplace even if we address these
developments. Also, we cannot assure you that products or technologies others
develop will not render our services uncompetitive or obsolete.
We derive a significant portion of our revenue from client engagements in
which we use technologies developed by our business partners, such as Siebel,
Oracle, i2Technologies, Netscape, mySAP.com, Broadvision, Ariba, Commerce One
and PeopleSoft, in implementing Internet solutions. Our future success in e-
business solutions depends in part on our relationship with these business
partners. We cannot assure you that we will continue to maintain a favorable
relationship with these e-business software vendors. In addition, if these
vendors are unable to maintain their leadership positions within the e-
business software market, if the relationship we have with these organizations
deteriorates or if these organizations elect to compete directly with us, our
business could be harmed.
We rely on our intellectual property rights.
We rely upon a combination of nondisclosure and other contractual
arrangements and trade secret, copyright and trademark laws to protect our
proprietary rights and the proprietary rights of third parties from whom we
license intellectual property. Although we enter into confidentiality
agreements with our employees and limit distribution of proprietary
information, there can be no assurance that the steps we have taken in this
regard will be adequate to deter misappropriation of proprietary information
or that we will be able to detect unauthorized use and take appropriate steps
to enforce our intellectual property rights.
Although we believe that our services do not infringe on the intellectual
property rights of others and that we have all rights necessary to utilize the
intellectual property employed in our business, we are subject to the risk of
claims alleging infringement of third-party intellectual property rights. Any
claims could require us to spend significant sums in litigation, pay damages,
develop non-infringing intellectual property or acquire licenses to the
intellectual property that is the subject of asserted infringement.
Government regulation and legal uncertainties relating to the Internet
could result in decreased demand for our services, increased costs or
otherwise harm our business.
Increased regulation of the Internet might slow the growth in use of the
Internet, which could decrease demand for our services, increase our cost of
doing business or otherwise harm our business. Congress, federal regulatory
agencies and the states have recently passed legislation or taken other
actions regulating certain aspects of the Internet, including:
.on-line content;
.interaction with children;
.copyright infringement;
.user privacy;
.taxation;
.access charges;
.liability for third-party activities;
.transmission of sexually explicit material;
.defamation;
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.consumer protection; and
.jurisdiction.
In addition, the three-year moratorium preventing state and local
governments from taxing Internet access, taxing electronic commerce in
multiple states and discriminating against electronic commerce is scheduled to
expire on October 21, 2001. If the moratorium ends, state and local
governments could impose these types of taxes or discriminate against
electronic commerce. In addition, existing state and local laws that tax
Internet related measures were expressly excluded from this moratorium. These
regulations, and other attempts at regulating commerce over the Internet,
could impair the viability of e-commerce and the growth of our business.
Foreign governments have also taken actions to regulate aspects of the
Internet, including user privacy and on-line content. Because we have business
operations worldwide, we are subject to the laws and court systems of multiple
jurisdictions. We may become subject to claims in foreign jurisdictions for
violations of their laws. International litigation is often expensive, time
consuming and distracting, and could have a material adverse affect on our
business, financial condition and results of operations. In addition, federal,
state and local governmental organizations as well as foreign governments are
considering other legislative and regulatory proposals that would regulate the
conduct of business on the Internet. We do not know how courts will interpret
laws governing the Internet or the extent to which they will apply existing
laws to the Internet. Therefore, we are not certain how existing or future
laws governing the Internet or applied to the Internet will affect our
business.
We may encounter problems with any potential international operations.
In connection with our pursuit of international opportunities, including
possible acquisitions, we will face a number of potential difficulties,
including cultural differences, currency exchange risks, the underdevelopment
of an Internet infrastructure in some international markets and different
government regulatory schemes. Additionally, we will need to devote
significant managerial and financial resources to locate and retain qualified
personnel for international operations, as well as to obtain the necessary
technical and strategic support for international expansion. As a result, we
may not be able to successfully promote our services or perform client
engagements in international markets. If we fail to expand our operations
internationally in a timely and effective manner, it may hinder our growth and
ability to compete effectively and could harm our business reputation.
The market price of our 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. It may
also impact our ability to finance our operations and retain personnel.
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ABOUT ANSWERTHINK CONSULTING GROUP, INC.
AnswerThink provides Internet services for clients ranging from Fortune 1000
to Internet start-up companies. Our practice areas include e-business
strategy, interactive marketing and branding and technology architecture and
integration. Our professionals in these areas help our clients improve their
businesses through Internet-enabled commerce, including e-plexes, customer
relationship management, procurement, human resources and financial
management. We believe that our primary strengths that distinguish us from our
competitors are our:
.understanding of new Internet business models;
.broad service offerings and end-to-end solutions;
.superior business process knowledge and benchmarking practice; and
.experience in large and complex technology engagements.
The Internet has emerged globally as the new medium for communication and
commerce. Rapid growth in the use of the Internet has provided businesses with
a dramatically more cost-effective, 24x7 opportunity to reach potential
customers, suppliers and business partners worldwide. This opportunity has
enabled existing businesses to expand and has led to the creation of new
businesses focused entirely on Internet-based delivery of products or
services. In addition to the advantages for traditional businesses made
possible by the Internet, new companies are being created with the sole
purpose of developing online trading communities. These online trading
communities, or ePlexes, use the Internet to quickly connect numerous buyers
and sellers of a product or service.
Our goal is to be the premier provider of Internet services for
organizations seeking to compete in the Internet economy. To achieve this
goal, we intend to:
.enhance our brand;
.expand our client relationships;
.leverage and expand our knowledge base and intellectual capital;
.extend our strategic alliances;
.enhance our skill sets;
.increase our geographic coverage; and
.establish a venture strategy.
USE OF PROCEEDS
The selling stockholders will sell all of the shares of common stock offered
by this prospectus. Accordingly, we 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. During the two-year period following the date of this
prospectus, each selling stockholder may sell some, all or none of the shares
registered. The number of shares each will own at the end of such two-year
period cannot be determined at this time as it will depend on whether and the
extent to which each sells registered shares as well as whether each buys
and/or sells other shares of our common stock.
<TABLE>
<CAPTION>
Number of
Shares Shares
Name of Owner Owned Registered
- ------------- --------- ----------
<S> <C> <C>
Capital Ventures International (1)......................... 283,792 283,792
Marshall Capital Management, Inc. (1)...................... 283,791 283,791
Angel Martinez (2)......................................... 14,000 14,000
Adam Curry (2)............................................. 28,000 14,000
Barry Wagner (2)........................................... 28,000 14,000
Richard Char (2)........................................... 28,000 14,000
Scott Metcalf (2).......................................... 28,000 14,000
Kenneth Orton (2).......................................... 28,000 14,000
Ronald Bloom (3)........................................... 379,003 14,000
Paul J. Puzzanghera (4).................................... 83,756 83,756
Keith Rosenbloom (5)....................................... 805 805
Robert Bueret (5).......................................... 952 952
Cornelia Eldridge (5)...................................... 1,258 952
Michael Falk (5)........................................... 3,612 3,612
Cathy Ross (5)............................................. 1,500 1,500
Paul Ashcraft (6).......................................... 277,692 110,742
James Hartley (6).......................................... 277,692 110,742
--------- -------
1,747,853 978,644
========= =======
</TABLE>
- --------
(1) Capital Ventures International is registering the resale of the following
shares of AnswerThink's common stock: (i) 60,980 shares issuable upon the
exercise of warrants to purchase AnswerThink common stock at an exercise
price of $14.76 per share; (ii) 185,676 shares issued upon the exercise of
options to purchase AnswerThink common stock; and (iii) 37,136 shares
issuable upon the exercise of warrants to purchase AnswerThink common
stock at an exercise price of $36.9375.
Of the 283,792 shares listed as currently owned by Capital Ventures
International, 98,116 of these shares are warrants to purchase shares of
common stock of AnswerThink.
Marshall Capital Management is registering the resale of the following
shares of AnswerThink's common stock: (i) 60,980 shares issuable upon the
exercise of warrants to purchase AnswerThink common stock at an exercise
price of $14.76 per share; (ii) 185,676 shares issued upon the exercise of
options to purchase AnswerThink common stock; and (iii) 37,135 shares
issuable upon the exercise of warrants to purchase AnswerThink common stock
at an exercise price of $36.09375.
Of the 283,791 shares listed as currently owned by Marshall Capital
Management, 98,115 of these shares are warrants to purchase shares of
common stock of AnswerThink.
(2) Messrs. Martinez, Curry, Wagner, Char, Metcalf and Orton were directors of
THINK New Ideas, Inc. All of the shares of common stock listed as
currently owned by Messrs. Martinez, Curry, Wagner, Char, Metcalf and
Orton are options to purchase shares of common stock of AnswerThink.
(3) Mr. Bloom was a director of THINK New Ideas, Inc. and served as a director
of AnswerThink through January 30, 2000. Of the 379,003 shares of common
stock listed as currently owned by Mr. Bloom, 70,000 of these shares are
options to purchase shares of common stock of AnswerThink.
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(4) Mr. Puzzanghera received his shares of common stock of AnswerThink in
connection with the Merger Agreement, dated as of April 27, 1998, by and
among AnswerThink Consulting Group, Inc., AnswerThink Acquisition
Subsidiary #1, Inc., Legacy Technology, Inc. and the Stockholders of
Legacy Technology, Inc.
(5) Messrs. Rosenbloom, Bueret and Falk, Ms. Eldridge and Ms. Ross received
their warrants to purchase shares of AnswerThink common stock in
connection with the November 5, 1999 merger of THINK New Ideas with
AnswerThink. At the time of the merger, their warrants to purchase shares
of THINK New Ideas' common stock that had not been exercised prior to that
time converted into warrants to purchase shares of AnswerThink's common
stock at the 0.70 exchange ratio. All of the shares of common stock listed
as currently owned by Messrs. Rosenbloom, Bueret and Falk and Ms. Ross
represent warrants to purchase shares of AnswerThink common stock. Of the
1,258 shares of common stock listed as currently owned by Ms. Eldridge,
952 shares represent warrants to purchase shares of AnswerThink common
stock.
(6) Messrs. Ashcraft and Hartley received their shares of common stock in
connection with the November 5, 1999 merger of THINK New Ideas with
AnswerThink. At the time of the merger, their shares of common stock of
THINK New Ideas, Inc. were converted into shares of AnswerThink's common
stock at the 0.70 exchange ratio. In addition, pursuant to the terms of
the merger agreement, AnswerThink assumed the obligation of THINK New
Ideas, Inc. to issue additional shares of common stock to Messrs. Ashcraft
and Hartley pursuant to the terms of the Asset Purchase Agreement, dated
as of March 10, 1999, by and among THINK New Ideas, Inc., Envision Group,
James Hartley and Paul Ashcraft.
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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
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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 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 $50,000.
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.
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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 year ended December
31, 1999 incorporated in this Prospectus by reference to AnswerThink's current
report on Form 10-K filed with the SEC on March 10, 2000, have been so
incorporated by reference in reliance on the report of PricewaterhouseCoopers
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.
The consolidated financial statements as of and for the year ended January
1, 1999 incorporated in this Prospectus by reference to AnswerThink's current
report on Form 10-K filed with the SEC on March 10, 2000, except as they
relate to triSpan, Inc., triSpan Software, Inc., and THINK New Ideas, 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
report appears in that current report, and, insofar as they relate to THINK
New Ideas, Inc., by Ernst & Young LLP, independent public accountants, whose
report appears in that current report. These financial statements have been
incorporated by reference in reliance on the reports of these independent
accountants given on the authority of these firms as experts in auditing and
accounting.
The consolidated financial statements as of and for the year ended January
2, 1998 incorporated in this Prospectus by reference to AnswerThink's current
report on Form 10-K filed with the SEC on March 10, 2000, except as they
relate to AnswerThink Consulting Group, Inc. prior to its restatement for the
November 5, 1999 pooling of interests with THINK New Ideas, Inc. and except as
they relate to triSpan, Inc. and triSpan Software, Inc. have been audited by
Ernst & Young LLP, independent auditors, and, insofar as they relate to
AnswerThink Consulting Group, Inc. prior to its restatement for the November
5, 1999 pooling of interests with THINK New Ideas, Inc., by
PricewaterhouseCoopers LLP, independent certified public accountants, whose
report appears in that current report, and, insofar as they relate to triSpan,
Inc. and triSpan Software, Inc., by Arthur Andersen LLP, independent public
accountants, whose report appears in that current report. These financial
statements have been incorporated by reference in reliance on the reports of
these independent accountants given on the authority of these firms as experts
in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 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
New York, New York 10048 Washington, D.C. 20549 Suite 1400
Chicago, Illinois 60661-2511
</TABLE>
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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.
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 December 31, 1999
filed on March 10, 2000; and
. the description of our common stock contained in our Registration
Statement on Form 8-A (File No. 000-24343), as filed with the SEC on May
21, 1998.
All documents we file under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act after the date hereof are incorporated by reference
into and are a part of this prospectus from the date of filing of those
documents.
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.
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978,644 Shares
AnswerThink Consulting Group, Inc.
Common Stock
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P R O S P E C T U S
March 23, 2000
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