<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 1
on
FORM 10-K/A
(Mark
One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from to
Commission File No. 1-15213
Braun Consulting, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3702425
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
30 West Monroe, Suite 300 60603
Chicago, Illinois (Zip Code)
(Address of principal executive
office)
Registrant's telephone number including area code: (312) 984-7000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of class
Common stock, par value $.001 per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days: Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: [_]
As of April 20, 2000, the aggregate market value of the registrant's common
stock held by non-affiliates of the registrant (based upon the per share
closing price of $21.00 on April 20, 2000, and for the purpose of this
calculation only, the assumption that the registrant's directors and executive
officers are affiliates) was approximately $183.1 million.
The number of shares outstanding of the registrant's common stock as of
April 20, 2000 was 19,959,251 shares.
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<PAGE>
Braun Consulting, Inc. (the "Company" or "Braun Consulting") hereby amends
its Annual Report on Form 10-K for the fiscal year ended December 31, 1999 by
providing the information required in Part III, Items 10, 11, 12 and 13 which
were not previously provided in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999 filed with the Securities and Exchange
Commission on March 30, 1999.
PART III
ITEM 10. Directors and Executive Officers of the Registrant.
Directors
The Board of Directors consists of nine directors divided into three
classes, denominated Class I, Class II and Class III. Members of each class
hold office for three-year terms which are staggered. Messrs. Bobins, Conroy
and Inmon are Class I directors whose terms expire at the 2000 annual meeting
of stockholders. Messrs. Duvall, Kalustian and Schultz are Class II directors
whose terms expire at the 2001 annual meeting of stockholders. Messrs. Braun,
Miller and Evanisko are Class III directors whose terms expire at the 2002
annual meeting of stockholders. The employment agreements for Messrs. Duvall,
Evanisko and Kalustian provide for their nomination as directors of Braun
Consulting.
The following sets forth the name, age, positions held with the Company and
business experience during the past five years for each member of the Board of
Directors:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Steven J. Braun................................... 40 President, Chief
Executive Officer and
Chairman of the Board
of Directors
Thomas J. Duvall.................................. 49 Chief Operating Officer,
Executive Vice
President and Director
Michael J. Evanisko............................... 50 Executive Vice President
and Director
James M. Kalustian................................ 39 Executive Vice President
and Director
Stephen J. Miller................................. 49 Executive Vice President
and Director
Norman R. Bobins.................................. 57 Director (1)
William M. Conroy................................. 40 Director
William H. Inmon.................................. 54 Director
Eric V. Schultz................................... 39 Director (1)
</TABLE>
- --------
(1) Member of Audit Committee and Compensation Committee.
Steven J. Braun. Mr. Braun founded Braun Consulting in 1990 and has served
as President, Chief Executive Officer and Chairman of the Board of Directors
since the Company's inception. Mr. Braun began his entrepreneurial activities
in 1985 when he co-founded Shepro Braun Consulting, a professional services
practice dedicated to business and information technology solutions. Mr. Braun
joined Price Waterhouse LLP in 1982 as a consultant after he earned an A.B.
from Harvard College.
Thomas J. Duvall. Mr. Duvall has served as Chief Operating Officer, an
Executive Vice President and a director since November 1998. Prior to joining
Braun Consulting, Mr. Duvall was a Management Consulting Partner at
PricewaterhouseCoopers LLP where he was responsible for the Chicago office
consulting practice and for PricewaterhouseCoopers LLP's nationwide Chemical
Industry consulting practice. Mr. Duvall spent more than 23 years at
PricewaterhouseCoopers LLP, including the last 12 years as a Partner of the
firm. Mr. Duvall has a B.S. from Indiana Central College and an M.B.A. from
State University of New York at Buffalo.
1
<PAGE>
Michael J. Evanisko. Mr. Evanisko has served as an Executive Vice President
and a director since May 1999. Mr. Evanisko was a founder and President of
Vertex Partners, Inc. Prior to co-founding Vertex Partners, Inc. in 1994, Mr.
Evanisko was a founder and Vice President in Corporate Decisions, Inc., a
strategic consulting firm, from 1983 to 1993. Mr. Evanisko was a consultant
and manager at Bain & Co. from 1980 to 1983. In addition to his consulting
career, Mr. Evanisko served as Chairman of Digitrace Care Services, Inc. from
1990 to 1996 and Elensys, Inc. from 1993 to present. Mr. Evanisko also serves
as President of The Partnership for Organ Donation, Inc. Mr. Evanisko has a
B.A. and an M.P.A. from Pennsylvania State University and an M.A. and an
M.Phil. from Yale University.
James M. Kalustian. Mr. Kalustian has served as an Executive Vice President
and a director since May 1999. Mr. Kalustian was a founder and Vice President
of Vertex Partners, Inc. Prior to co-founding Vertex Partners, Inc. in 1994,
Mr. Kalustian was a Manager at Corporate Decisions, Inc. from 1989 to 1994.
Mr. Kalustian served in various marketing positions from 1982 to 1989 for
Raytheon Company, W.R. Grace & Co. and Canada Dry. Mr. Kalustian has an A.B.
from Harvard College and an M.B.A. from Northwestern University.
Stephen J. Miller. Mr. Miller has served as an Executive Vice President and
a director since May 1999. Mr. Miller was a founding member of Braun
Consulting and has been part of the senior management team since 1993. Mr.
Miller has worked in the information technology consulting marketplace for the
past 20 years, specializing in database management and business intelligence.
Mr. Miller has a B.A. from The Johns Hopkins University and an M.S. from the
University of Illinois.
Norman R. Bobins. Mr. Bobins was appointed as an independent director of
Braun Consulting in August 1999. Mr. Bobins is currently serving as President
and CEO of LaSalle Bank National Association, and has served in various
capacities at LaSalle Bank National Association or its predecessors since
April 1981. Mr. Bobins also currently serves as a director of ABN AMRO Bank
Canada, CenterPoint Properties Trust, Chicago Title & Trust Co., Federal Home
Loan Bank of Chicago, RREEF America REIT II, Inc. and Transco, Inc.
William M. Conroy. Mr. Conroy was appointed as an independent director of
Braun Consulting in August 1999. Mr. Conroy is currently serving as Executive
Vice President and COO of TenFold Corporation, and has been with TenFold
Corporation since November 1997. Prior to joining TenFold Corporation, Mr.
Conroy served in various capacities at Oracle Corporation from 1986 to 1997.
Mr. Conroy was Area Vice President of Oracle Corporation from 1990 to 1995,
and was Group Vice President from 1996 to 1997. Mr. Conroy also currently
serves as a director of TenFold Energy, Inc., TenFold Insurance, Inc. and
TenFold Healthcare, Inc.
William H. Inmon. Mr. Inmon was appointed as an independent director of
Braun Consulting in August 1999. Mr. Inmon is currently serving as Chief
Technology Officer and Chairman of the Board of Pine Cone Systems, Inc., and
has been with Pine Cone Systems, Inc. since 1995. From 1990 to 1996, Mr. Inmon
served as Executive Vice President and as a director of Prism Solutions, Inc.
Mr. Inmon also currently serves as a director of Pine Cone Systems, Inc.
Eric V. Schultz. Mr. Schultz was appointed as an independent director of
Braun Consulting in August 1999. Mr. Schultz is currently serving as Chairman
and CEO of Wireless Knowledge, a joint venture between Microsoft Corporation
and Qualcomm, and has been with Wireless Knowledge since December 1999. Prior
to joining Wireless Knowledge, Mr. Schultz served as Director of Wireless
Strategy and Sales in the Commerce and Consumer Group of Microsoft Corporation
from 1998 to 1999. From 1989 to 1998, Mr. Schultz served as CEO and a director
of The MESA Group, Inc.
2
<PAGE>
Executive Officers
The following table sets forth the name, age and positions held with the
Company and business experience during the past five years for each of the
executive officers of the Company who are not directors:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
John C. Burke....................... 61 Chief Financial Officer and Treasurer
Paul J. Bascobert................... 36 Senior Vice President
David R. Fenner..................... 42 Senior Vice President
Curt S. Sellke...................... 41 Senior Vice President
Thomas A. Schuler................... 38 Vice President of Corporate Development
Gregory A. Ostendorf................ 45 General Counsel and Secretary
</TABLE>
John C. Burke. Mr. Burke has served as Chief Financial Officer and
Treasurer since May 1996. Prior to joining us, Mr. Burke was with the public
accounting firm of Grant Thornton LLP for 30 years. Mr. Burke served as a
member of senior management of Grant Thornton LLP for 20 years and held the
positions of Chairman of the firm and Chicago Area Managing Partner. Mr. Burke
is a C.P.A. and has a B.S. from the University of Notre Dame.
Paul J. Bascobert. Mr. Bascobert has served as a Senior Vice President
since May 1999. Mr. Bascobert was a Vice President and founding member of
Vertex Partners, Inc. Prior to joining Vertex Partners, Inc. in 1994, Mr.
Bascobert was with Corporate Decisions, Inc. from 1992 to 1994. Mr. Bascobert
held the position of systems engineer for General Motors and Whirlpool
Corporation from 1982 to 1990. Mr. Bascobert has a B.S.E.E. from Kettering
University and an M.B.A. from the University of Pennsylvania.
David R. Fenner. Mr. Fenner is a Senior Vice President and has been with
Braun Consulting since November 1994. Mr. Fenner has 15 years of information
systems experience. Prior to joining Braun Consulting, Mr. Fenner was employed
by Oracle Corporation from 1990 to 1994 and American Management Systems from
1986 to 1990. Mr. Fenner has a B.A. from Pace University and an M.B.A. from
the University of Chicago.
Curt S. Sellke. Mr. Sellke is a Senior Vice President and has been with
Braun Consulting since May 1994. Prior to joining Braun Consulting, Mr. Sellke
was the District Manager for Professional Services at Sybase from 1991 to
1994. Mr. Sellke has 19 years of information systems experience and has worked
in a similar capacity for Oracle Corporation, Bricker & Associates, The
Whitewater Group and Baxter Healthcare. Mr. Sellke has a B.B. from Western
Illinois University and an M.S. in Computer Science from DePaul University.
Thomas A. Schuler. Mr. Schuler has served as Vice President of Corporate
Development since November 1998. Prior to joining Braun Consulting, Mr.
Schuler was Vice President of Development for Professional Dental Associates
from 1997 to 1998. Prior to joining Professional Dental Associates, Mr.
Schuler was employed by Oxford Resources as Senior Vice President of Funding,
from 1995 to 1996. From 1984 to 1995, Mr. Schuler held various investment
banking positions for State Street Bank, Blalack-Loop and Lehman Brothers. Mr.
Schuler has an A.B. from Harvard College and an M.B.A. from the University of
California at Los Angeles.
Gregory A. Ostendorf. Mr. Ostendorf has served as General Counsel since
August 1996 and Secretary since October 1996. Prior to joining Braun
Consulting, Mr. Ostendorf was a partner in the law firm of Cage, Hill &
Niehaus from 1988 to 1996. Mr. Ostendorf has a B.S. from Western Kentucky
University and a J.D. from Indiana University.
Except for Messrs. Duvall, Evanisko, Kalustian and Bascobert, each of whom
has an employment agreement, the executive officers of the Company are
appointed annually by, and serve at the discretion of, the Board of Directors.
Mr. Ostendorf is the brother-in-law of Mr. Braun. There are no other family
relationships between any of the Company's directors or executive officers.
See "Employment Agreements."
3
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers to
file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of Common Stock. Based solely on a review
of the copies of such reports furnished to the Company and written
representations that no other reports were required, the Company believes that
all its directors and executive officers during 1999 complied on a timely
basis with all applicable filing requirements under Section 16(a) of the
Exchange Act, except as set forth below. Each of Messrs. Bobins, Conroy, Inmon
and Schultz filed late his Form 3. Mr. Bascobert filed late two Form 4s, each
reporting one transaction. Each of Messrs. Braun, Duvall, Evanisko, Fenner,
Kalustian, Miller and Sellke filed late one Form 4, each reporting one
transaction.
ITEM 11. Executive Compensation.
The following table sets forth certain summary information concerning the
compensation earned during 1998 and 1999 by the Company's President and Chief
Executive Officer and the four other most highly compensated officers. We use
the term "named executive officers" to refer to these people in this Form 10-
K. The table excludes certain perquisites and other personal benefits received
by a named executive officer that do not exceed the lesser of $50,000 or 10%
of any such officer's salary and bonus disclosed in the table.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation Awards
----------------- ------------
Securities All
Name and Principal Underlying Other
Position Year Salary Bonus Options Compensation (1)
- ------------------ ---- -------- -------- ------------ ----------------
($) ($) (#) ($)
<S> <C> <C> <C> <C> <C>
Steven J. Braun.......... 1999 $333,333 -- -- $2,400
President and Chief 1998 333,333 $ 65,000 -- 2,000
Executive Officer
Thomas J. Duvall......... 1999 315,000 57,250 3,500 2,297
Chief Operating Officer 1998 50,000 -- 333,330 --
and Executive Vice
President
Michael J. Evanisko...... 1999 278,333 150,000 62,899 1,159(2)
Executive Vice President 1998 220,000 44,200 49,314 1,600
Stephen J. Miller........ 1999 250,000 43,650 -- 3,322
Executive Vice President 1998 200,000 69,244 -- 2,083
James M. Kalustian....... 1999 231,667 100,000 45,374 1,600
Executive Vice President 1998 180,000 20,104 -- 1,518
</TABLE>
- --------
(1) Represents 401(k) matching contributions by the Company.
(2) Amount was reduced by $441 to reflect an overpayment in 1998.
4
<PAGE>
The following table sets forth information on grants of stock options
during 1999 to the named executive officers.
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term(2)
----------------------------------------- ----------------
Percent
of
Number of Total
Securities Options
Underlying Granted Exercise
Options to Price
Granted in Employees (per Expiration
Name 1999 in 1999 share)(1) Date 5% 10%
- ---- ---------- --------- --------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Steven J. Braun..... -- -- -- -- -- --
Thomas J. Duvall.... 3,500 0.2% $7.00 8/2006 $ 9,974 $ 23,244
Michael J. Evanisko. 1,700 0.1 7.00 8/2006 4,844 11,290
61,199 3.8 3.95 5/2004 66,787 147,582
Stephen J. Miller... -- -- -- -- -- --
James M. Kalustian.. 1,700 0.1 7.00 8/2006 4,844 11,290
43,674 2.7 3.95 5/2004 47,662 105,320
</TABLE>
Option Grants In 1999
- --------
(1) The exercise price equals the fair market value of the Common Stock as of
the grant date.
(2) The potential realizable value is calculated based on the term of the
option at the time of grant. Assumed stock price appreciation of 5% and
10% is based on the fair value at the time of the grant.
The following table sets forth information with respect to exercises of
options by the named executive officers during 1999 pursuant to the 1998
Employee Long Term Stock Investment Plan, the 1998 Executive Long Term Stock
Investment Plan and the 1995 Director Stock Option Plan, and information with
respect to unexercised options to purchase Common Stock held by them at
December 31, 1999.
Aggregated Option Exercises in 1999 and Year-End 1999 Option Values
<TABLE>
<CAPTION>
Number of Securities
Number Underlying Unexercised Value of Unexercised
of Shares Options Held at In-the-Money Options at
Acquired December 31, 1999 December 31, 1999(1)
on Value ------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- --------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Steven J. Braun......... -- -- -- -- -- --
Thomas J. Duvall........ 66,666 $1,791,649 -- 270,164 -- $18,506,234
Michael J. Evanisko..... -- -- 15,299 47,600 $1,033,447 3,210,195
Stephen J. Miller....... -- -- -- -- -- --
James M. Kalustian...... -- -- 10,918 34,456 737,511 2,322,318
</TABLE>
- --------
(1) Calculated based on the fair market value of the Common Stock at December
31, 1999 of $71.50, minus the per share exercise price, multiplied by the
number of shares of Common Stock underlying the options.
Director Compensation
Directors who are also employees of the Company receive no additional
compensation for their services as directors. Directors who are not employees
of the Company receive a $1,000 fee for attendance in person at meetings of
the Board or committees of the Board and are reimbursed for travel expenses
and other out-of-pocket costs incurred in connection with their attendance at
such meetings. Non-employee directors receive stock options as an additional
component of compensation pursuant to the 1999 Independent Director Long Term
Stock Investment Plan. Directors who are employees of the Company are eligible
to participate in our 1998 Employee Long Term Stock Investment Plan, 1998
Executive Long Term Stock Investment Plan and 1995 Director Stock Option Plan.
5
<PAGE>
Compensation Committee Interlocks and Insider Participation
Mr. Braun served as the sole member of the Compensation Committee during
1999 until the completion of the Company's initial public offering in August
1999. Messrs. Bobins and Schultz now serve as the members of the Compensation
Committee. Neither of these two directors have at any time been officers or
employees of Braun Consulting and neither of these two directors serves as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of the Company's Board
of Directors or Compensation Committee.
Employment Agreements
Braun Consulting has entered into employment agreements with Messrs.
Duvall, Evanisko, Kalustian and Bascobert. Mr. Duvall's agreement has a five-
year term, expiring on October 31, 2003. Each of the agreements for Messrs.
Evanisko, Kalustian and Bascobert has a three-year term, expiring on April 30,
2002.
Pursuant to their employment agreements, Mr. Duvall serves as Chief
Operating Officer and Executive Vice President, Messrs. Evanisko and Kalustian
serve as Executive Vice Presidents and Mr. Bascobert serves as Senior Vice
President. In addition, the agreements for Messrs. Duvall, Evanisko and
Kalustian provide for their nomination as directors.
As of December 31, 1999, pursuant to their employment agreements, the base
salary for Mr. Duvall was $315,000, for Mr. Evanisko was $300,000, for Mr.
Kalustian was $250,000 and for Mr. Bascobert was $225,000. Each of their base
salaries increase annually by the greater of five percent or the consumer
price index. Each of them is eligible to receive an annual bonus targeted to
be 20% of their respective base salaries. In addition, Mr. Duvall is entitled
to receive a quarterly bonus of $15,000, increasing each year by the greater
of five percent or the consumer price index.
Pursuant to their respective employment agreements and subject to vesting
schedules, each of Messrs. Evanisko, Kalustian and Bascobert was granted an
option to purchase shares of Common Stock under the 1998 Employee Long Term
Stock Investment Plan, and Mr. Duvall was granted an option to purchase shares
of Common Stock under the 1998 Executive Long Term Stock Investment Plan.
Braun Consulting can terminate any of the employment agreements (1) for
cause, (2) on the executive's death or (3) on the executive's permanent
disability. All of the agreements define cause as the executive's material
gross negligence or willful misconduct, final conviction of a felony,
involvement in a conflict of interest or material breach of the material
provisions of the agreements. In addition, the agreements with Messrs.
Evanisko, Kalustian and Bascobert define cause to include the executive's
knowing violations of Braun Consulting's policies or standards of conduct.
Braun Consulting also can terminate the agreements with Messrs. Evanisko,
Kalustian and Bascobert without cause on 60 days prior written notice. Each of
Messrs. Evanisko, Kalustian and Bascobert can terminate his agreement for good
reason or on 60 days prior written notice. Their agreements define good reason
as a material breach of the agreements by Braun Consulting or a material
change in the location of employment, the executive's reporting relationship
or the nature or scope of the executive's duties. Either Braun Consulting or
Mr. Duvall can terminate his agreement for any reason on 90 days prior written
notice.
Under the agreements with Messrs. Evanisko, Kalustian and Bascobert, in the
case of an involuntary termination, the executive continues to receive his
base salary for one to two years depending on the remaining term under his
agreement and how long he has worked for Braun Consulting. However, if the
involuntary termination occurs after a change of control of Braun Consulting,
the executive shall receive his base salary for the remainder of the term.
Under the agreements for Messrs. Evanisko, Kalustian and Bascobert, in the
event of a termination of employment by Braun Consulting or by the executive
for good reason, 75% of the unvested portion of the executive's options vest
immediately, and any remaining unexercised options terminate on the date of
termination of employment. In the event of a termination of employment on any
other terms, the unexercised portion of the options terminates on the date of
the termination of employment.
6
<PAGE>
Under Mr. Duvall's agreement, if he is terminated for cause, the unvested
portion of his options terminates on the date of the termination of his
employment. If he is terminated other than for cause, or in the event of a
change of control, a portion of his unvested options vests immediately. Within
90 days of a change of control or his termination for cause, Mr. Duvall may
elect to sell to Braun Consulting a portion or all of the shares of Common
Stock acquired upon exercise of his options, at a price equal to $6.00 per
share, payable in annual installments not to exceed $480,000 per installment.
In the event of an involuntary termination, Mr. Duvall may elect to have a
portion or all of his vested but unexercised options terminated and receive
"special severance compensation" equal to the number of shares subject to the
terminated options, multiplied by $3.00. This amount is payable to Mr. Duvall
in annual installments not to exceed $240,000 per installment.
All of the agreements define involuntary termination as the termination of
employment by Braun Consulting, prior to the expiration of the term and on the
required prior written notice, for any reason other than for cause, the
executive's death or permanent disability. The agreements also state that a
change of control occurs when (1) Braun Consulting merges with another entity
and is not the surviving entity, sells all or substantially all of its assets
or is dissolved, (2) a person other than Steven J. Braun or his family becomes
the beneficial owner of at least 51% of the voting stock of Braun Consulting
or (3) the members of the Board of Directors of Braun Consulting on the date
that Braun Consulting becomes a public company, or those new directors
approved by the vote of at least 80% of such incumbent directors, cease to
constitute at least a majority of the Board.
The agreements for Messrs. Evanisko, Kalustian and Bascobert contain
standard provisions regarding confidentiality, non-solicitation, non-
competition and Braun Consulting's ownership of works of authorship prepared
in the scope of the executive's employment with Braun Consulting. Braun
Consulting and Mr. Duvall have entered into a separate agreement containing
similar confidentiality, non-solicitation, non-competition and ownership
provisions.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information with respect to the shares of
Common Stock (the only outstanding class of voting securities of the Company)
owned of record and beneficially as of April 20, 2000, unless otherwise
specified, by (i) all persons known to possess voting or dispositive power
over more than 5% of the Common Stock, (ii) each director and named executive
officer, and (iii) all directors and executive officers of the Company as a
group:
<TABLE>
<CAPTION>
Amount and Nature of Percentage
Beneficial Ownership of Class
-------------------- ----------
<S> <C> <C>
Putnam Investments, Inc. (1)................... 1,003,200 5.9%
One Post Office Square
Boston, Massachusetts 02109
Steven J. Braun (2)............................ 8,730,247 43.7
Thomas J. Duvall............................... 66,874 *
John C. Burke (3).............................. 75,635 *
Michael J. Evanisko (4)........................ 539,005 2.7
James M. Kalustian (5)......................... 401,769 2.0
Stephen J. Miller (6).......................... 756,023 3.8
Paul J. Bascobert (7).......................... 273,524 1.4
David R. Fenner................................ 189,234 1.0
Curt S. Sellke (8)............................. 302,419 1.5
Thomas A. Schuler (9).......................... 24,179 *
Gregory A. Ostendorf (10)...................... 33,885 *
Norman R. Bobins (11).......................... 3,000 *
William M. Conroy (12)......................... 3,000 *
William H. Inmon (13).......................... 3,000 *
Eric V. Schultz (14)........................... 15,000 *
All directors and executive officers as a group
(15 persons).................................. 11,416,794 56.7
</TABLE>
7
<PAGE>
- --------
*Represents less than one percent of the total.
(1) Based on a filing made with the SEC reflecting ownership of Common Stock
as of December 31, 1999. Putnam Investments, Inc., which is a wholly-
owned subsidiary of Marsh & McLennan Companies, Inc., wholly owns two
registered investment advisers: Putnam Investment Management, Inc., which
is the investment adviser to the Putnam family of mutual funds, and The
Putnam Advisory Company, Inc., which is the investment adviser to
Putnam's institutional clients. According to a Schedule 13G filed with
the SEC by Putnam Investments, Inc., it has, with its affiliates, sole
voting and dispositive power for 1,003,200 shares. Unless Putnam
Investments, Inc. has acquired additional shares since it filed its
Schedule 13G with the SEC, the percentage indicated may have been reduced
to 5.0% as a result of the offering of our common stock in April 2000.
(2) Includes an aggregate of 233,330 shares held in trust for Mr. Braun's
children.
(3) Includes 8,135 shares of Common Stock issuable upon exercise of
outstanding stock options that will become exercisable within 60 days of
April 20, 2000.
(4) Includes 31,024 shares of Common Stock issuable upon exercise of
outstanding stock options that will become exercisable within 60 days of
April 20, 2000.
(5) Includes an aggregate of 130,000 shares of Common Stock held by a family
limited partnership of which Mr. Kalustian is the general partner and
10,919 shares of Common Stock issuable upon exercise of outstanding stock
options that will become exercisable within 60 days of April 20, 2000.
(6) Includes an aggregate of 6,000 shares of Common Stock held in trust for
the benefit of Mr. Miller's children.
(7) Includes 5,382 shares of Common Stock issuable upon exercise of
outstanding stock options that will become exercisable within 60 days of
April 20, 2000.
(8) Includes an aggregate of 15,000 shares of Common Stock held in trust for
the benefit of Mr. Sellke's children and 97,094 shares of Common Stock
issuable upon exercise of outstanding stock options that will become
exercisable within 60 days of April 20, 2000.
(9) Includes 1,875 shares of Common Stock issuable upon exercise of
outstanding stock options that will become exercisable within 60 days of
April 20, 2000.
(10) Includes 11,885 shares of Common Stock issuable upon exercise of
outstanding stock options that will become exercisable within 60 days of
April 20, 2000.
(11) Includes 3,000 shares of Common Stock issuable upon exercise of
outstanding stock options that will become exercisable within 60 days of
April 20, 2000.
(12) Includes 3,000 shares of Common Stock issuable upon exercise of
outstanding stock options that will become exercisable within 60 days of
April 20, 2000.
(13) Includes 3,000 shares of Common Stock issuable upon exercise of
outstanding stock options that will become exercisable within 60 days of
April 20, 2000.
(14) Includes 3,000 shares of Common Stock issuable upon exercise of
outstanding stock options that will become exercisable within 60 days of
April 20, 2000.
ITEM 13. Certain Relationships and Related Transactions.
Vertex Registration Rights Agreement. In connection with the acquisition of
Vertex Partners, Inc. in May 1999, Braun Consulting entered into a
registration rights agreement with Messrs. Evanisko, Kalustian and Bascobert,
who are collectively referred to as the Holders. Under the terms of the
registration rights agreement, the Holders are entitled to piggyback
registration rights with respect to the shares of Common Stock owned by them.
Each time the Company proposes to register any of its securities under the
Securities Act, whether for the Company's account or for other stockholders,
the Holders are entitled to have their shares of Common Stock registered by
the Company as well, unless the Company is registering its securities on Form
S-4 or Form S-8. These registration rights are subject to conditions and
limitations, including the right of underwriters of an offering to limit the
number of shares included in the registration. The Company must pay expenses
related to
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the registration and distribution of the shares of Common Stock held by the
Holders under the registration rights agreement.
ETCI Registration Rights Agreement. In connection with the acquisition of
Emerging Technologies Consultants, Inc. in December 1999, Braun Consulting
entered into a registration rights agreement with Helene O. Amster, John D.
Vairo and Randy Dieterle, who are collectively referred to as the Holders.
Under the terms of the registration rights agreement, the Holders are entitled
to demand and piggyback registration rights with respect to the shares of
Common Stock owned by them. Each time the Company proposes to register any of
its securities under the Securities Act, whether for the Company's account or
for other stockholders, the Holders are entitled to have their shares of
Common Stock registered by the Company as well, unless the Company is
registering its securities on Form S-4 or Form S-8. These registration rights
are subject to conditions and limitations, including the right of underwriters
of an offering to limit the number of shares included in the registration. The
Company must pay expenses related to the registration and distribution of the
shares of Common Stock held by the Holders under the registration rights
agreement.
Stockholders Agreement. Mr. Braun and Mr. Miller are parties to an
agreement providing that if Mr. Braun sells any of his shares of the Common
Stock to a third party during the term of the agreement, then Mr. Miller has
the option to sell the same percentage of his shares to the same purchaser for
the same price per share and on the same terms as Mr. Braun's sale. In
addition, the agreement permits Mr. Miller to participate on the same terms as
Mr. Braun in any sale of the Common Stock registered under the Securities Act.
The agreement terminates upon the termination of Mr. Miller's employment with
the Company.
Other Transactions. In November 1998, Braun Consulting made an unsecured
loan to Mr. Miller in the amount of $29,128, with interest accruing at an
annual interest rate of 7.75%, in connection with the exercise of stock
options. The note matured upon the completion of the Company's initial public
offering in August 1999. In January 1999, Braun Consulting made an unsecured,
interest-free loan to Mr. Miller in the amount of $180,594 to fund the
withholding of taxes due in connection with the exercise of stock options.
This loan matured upon the completion of the Company's initial public offering
in August 1999. Mr. Miller used a portion of the proceeds from his sale of
shares of the Common Stock in the Company's initial public offering to repay
the notes in August 1999.
In January 1999, Braun Consulting made an unsecured loan to Mr. Sellke in
the amount of $67,800 to fund the withholding of taxes due in connection with
the exercise of stock options. In April 1999, Braun Consulting made an
unsecured loan to Mr. Sellke in the amount of $65,595, to fund the withholding
of taxes due in connection with the exercise of stock options. The loans bear
interest at 8.0%, are payable on demand and mature on December 31, 1999. In
September 1999, Mr. Sellke used a portion of the proceeds from his sale of
shares of the Common Stock in the Company's initial public offering to repay
the entire January 1999 note and $35,595 of the April 1999 note. Mr. Sellke
repaid an additional $24,848 of the April 1999 note in December 1999 and
repaid the remaining portion of the April 1999 note in February 2000.
In January 1999, Braun Consulting made an unsecured loan to Mr. Fenner in
the amount of $36,855 to fund the withholding of taxes due in connection with
the exercise of stock options. In April 1999, Braun Consulting made an
unsecured loan to Mr. Fenner in the amount of $227,736 to fund the withholding
of taxes due in connection with the exercise of stock options. The loans bear
interest at 8.0%, are payable on demand and mature on December 31, 1999. Mr.
Fenner used a portion of the proceeds from his sale of shares of the Common
Stock in the Company's initial public offering to repay the notes in September
1999.
In December 1998, Braun Consulting executed a short-term demand note in
favor of Mr. Braun in the amount of $150,000 at an interest rate of 8.0%. This
note was repaid in January 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Chicago, and State of Illinois, on the 28th day of April, 2000.
Braun Consulting, Inc.
/s/ Steven J. Braun
By___________________________________
Steven J. Braun
President, Chief Executive Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on April 28, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Steven J. Braun President, Chief Executive Officer and
___________________________________________ Chairman of the Board (Principal
Steven J. Braun Executive Officer)
/s/ John C. Burke Chief Financial Officer and Treasurer
___________________________________________ (Principal Financial Officer and
John C. Burke Principal Accounting Officer)
/s/ Thomas J. Duvall Director
___________________________________________
Thomas J. Duvall
/s/ Stephen J. Miller Director
___________________________________________
Stephen J. Miller
/s/ Michael J. Evanisko Director
___________________________________________
Michael J. Evanisko
/s/ James M. Kalustian Director
___________________________________________
James M. Kalustian
/s/ Norman R. Bobins Director
___________________________________________
Norman R. Bobins
/s/ William M. Conroy Director
___________________________________________
William M. Conroy
/s/ William H. Inmon Director
___________________________________________
William H. Inmon
/s/ Eric V. Schultz Director
___________________________________________
Eric V. Schultz
</TABLE>
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