As filed with the Securities and Exchange Commission on October 20, 1999
Registration No. 333_______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------------------
LUMINANT WORLDWIDE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2783690
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
4100 Spring Valley Road
Suite 750
Dallas, Texas 75244
(Address of Principal Executive Offices)
(972) 404-5167
(Registrant's telephone number, including area code)
Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
(Full title of the plan)
Guillermo G. Marmol
Chief Executive Officer
Luminant Worldwide Corporation
4100 Spring Valley Road, Suite 750
Dallas, Texas 75244
(972) 404-5167
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
With a copy to:
R. Scott Kilgore, Esq.
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
---------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Name of Plan Registered Registered Per Share (1) Price (1) Fee (1)
- ------------------------------------------------------------------------------------------------------------------------------------
1999 Long-Term Incentive Common Stock, par 7,249,031 $30.00 $118,577,128.74 $32,964.44
Plan (the "1999 Plan") $0.01
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) In accordance with Rule 457(h), the aggregate offering price and the
amount of the registration fee are based on 7,249,031 options
previously granted pursuant to the 1999 Plan and a weighted average per
share exercise price of $30.00.
</FN>
</TABLE>
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the SEC either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. Luminant Worldwide Corporation
(the "Registrant" or the "Company") shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Registrant shall
furnish the SEC or its staff a copy or copies of all of the documents included
in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (prior to filing of a
Post-Effective Amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
(a) Prospectus on Form 424B4 filed by the Company on September 16, 1999.
(b) The Company's Registration Statement on Form S-1 (SEC No. 33-80161)
filed by the Company on June 8, 1999 and all amendments thereafter.
(c) The description of the Company's Common Stock which is incorporated
by reference in the Prospectus on Form 424B4 filed by the Company on
September 16, 1999, including any amendment or report filed for the
purpose of updating such description.
Item 4. Description of Securities
General
Our authorized capital stock consists of 100,000,000 shares of common stock, par
value $0.01 per share, of which 5,000,000 are shares of non-voting common stock,
par value $.01 per share, and 10,000,000 shares of preferred stock, par value
$0.01 per share. As of August 15, 1999, there were 1,831,800 shares of our
common stock outstanding, held by two holders of record, no shares of non-voting
common stock outstanding and no shares of preferred stock outstanding.
As of the date of this Registration Statement, we have outstanding 24,163,436
shares of common stock. Of the 24,163,436 shares of common stock outstanding,
875,247 are shares of non-voting common stock. In addition, we may issue
additional shares of common stock to the former owners of our companies as
contingent consideration under the terms of the acquisition agreements that we
entered into with them. The number of shares that could be issued as payment of
contingent consideration are not now determinable and no assumptions regarding
those issuances have been included in the pro forma financial statements
included in this prospectus. Following completion of this offering, no shares of
preferred stock will be outstanding.
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<PAGE>
The following is a description of our capital stock.
Common Stock and Non-Voting Common Stock
We are authorized to issue, without further stockholder approval, up to
100,000,000 shares of common stock, including 5,000,000 shares of non-voting
common stock. Holders of record of common stock, excluding the non-voting common
stock unless otherwise required by law, are entitled to one vote for each share
held on all matters properly submitted to a vote of stockholders. Holders of our
common stock do not have cumulative voting rights. As a result, holders of a
plurality of the shares of common stock, excluding non-voting common stock,
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of common stock, including the non-voting common
stock, are entitled ratably to any dividend declared by the Board of Directors
out of funds legally available for this purpose, subject to any preferential
dividend rights of any then-outstanding preferred stock. Upon our liquidation,
dissolution or winding up, holders of common stock, including the non-voting
common stock, are entitled to receive ratably our remaining net assets available
after payment of or provision for all debts and other liabilities, subject the
prior rights of any then-outstanding preferred stock. Holders of common stock,
including the non-voting common stock, have no redemption or conversion rights
and no preemptive right to subscribe for or purchase additional shares of any
class of our capital stock. The outstanding shares of common stock, including
the non-voting common stock, are, and the shares of common stock offered in this
offering will be, when issued and paid for, fully paid and nonassessable. The
rights, preferences and privileges of holders of common stock, including the
non-voting common stock, may be adversely affected by the rights of the holders
of shares of any series of preferred stock that we may designate and issue in
the future. See "Preferred Stock." Each share of non-voting common stock will
automatically convert to common stock on a share-for-share basis in the event
the holder of a share of non-voting common stock sells or transfers that share
to a person or entity who is not an affiliate of the holder. At the option of
the holder of non-voting common stock each share of non-voting common stock may
be converted on a share for share basis into common stock.
Preferred Stock
We are authorized to issue, without further stockholder approval, up to
10,000,000 shares of preferred stock in one or more series, which can have
rights senior to those of the common stock. Our Board of Directors may fix or
alter the powers, designation, dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption, including sinking fund
provisions, redemption price or prices, liquidation and other preferences, and
other special rights of any wholly unissued series of preferred stock, and the
number of shares constituting any such series.
Our issuance of preferred stock could adversely affect holders of common stock.
These effects could include the following:
if dividends on the preferred stock have not been made, dividends on
the common stock may be restricted;
to the extent the preferred stock has voting rights, the voting rights
of the common stock will be diluted;
if holders of preferred stock are entitled to preferred dividends or
liquidation preferences, the amount of earnings and assets available
for distribution to holders of common stock may be reduced; and
the issuance of preferred stock could decrease the market price of the
common stock.
In addition, our issuance of preferred stock may have the effect of delaying or
preventing a change in control. We currently have no plans to issue any shares
of preferred stock.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Company Common Stock that may be issued
under options granted under the 1999 Plan is being passed upon for the Company
by Wilmer, Cutler & Pickering. George P. Stamas, a member of the Board of
Directors, is a partner in Wilmer, Cutler & Pickering. As of the date of this
Registration Statement, Mr. Stamas had received stock options to purchase 34,000
shares of Common Stock of the Company in his capacity as Director.
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<PAGE>
Item 6. Indemnification of Directors and Officers
As permitted by the Delaware General Corporation Law, our certificate
of incorporation provides that our directors will not be personally liable to us
or our stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (1) for any breach of the director's duty of
loyalty to us or our stockholders, (2) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (3) under
Section 174 of the Delaware General Corporation Law, relating to unlawful
dividends or unlawful stock purchases or redemptions, or (4) for any transaction
from which the director derives an improper personal benefit. As a result of
this provision, we and our stockholders may be unable to obtain monetary damages
from a director for breach of his or her duty of care.
Our certificate of incorporation and by-laws provide for the indemnification of
our directors and officers to the fullest extent authorized by the Delaware
General Corporation Law, except that we will indemnify a director or officer in
connection with an action initiated by that person only if the action was
authorized by our Board of Directors. The indemnification provided under our
certificate of incorporation and by-laws includes the right to be paid expenses
in advance of any proceeding for which indemnification may be had, provided that
such advance payment may be made only if the director or officer seeking such
advance payment delivers to us an undertaking to repay all amounts paid in
advance if it is ultimately determined that the director or officer is not
entitled to be indemnified. Under our by-laws, if we do not pay a claim for
indemnification within 60 days after we have received a written claim, the
director or officer may bring an action to recover the unpaid amount of the
claim and, if successful, the director or officer also will be entitled to be
paid the expense of prosecuting the action to recover these unpaid amounts.
Under our by-laws, we have the power to purchase and maintain insurance on
behalf of any person who is or was one of our directors, officers, employees or
agents, or is or was serving at our request as a director, officer, employee,
limited partner, general partner, manager, trustee or agent of another
corporation or of a partnership, joint venture, limited liability company, trust
or other enterprise, against any liability asserted against the person or
incurred by the person in any of these capacities, or arising out of the
person's fulfilling one of these capacities, and related expenses, whether or
not we would have the power to indemnify the person against the claim under the
provisions of the Delaware General Corporation Law. We intend to purchase
director and officer liability insurance on behalf of our directors and
officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The Exhibit Index attached to this Registration Statement is
incorporated herein by reference.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
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<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
this Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing
of any employee benefit plan's annual report pursuant to section 15(d)
of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement reflating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
[The remainder of this page is intentionally left blank.]
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Dallas, Texas on the 20th day of October, 1999.
LUMINANT WORLDWIDE CORPORATION
By: /s/ Guillermo G. Marmol
-----------------------------------
Guillermo G. Marmol
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
under the heading "Signature" constitutes and appoints Guillermo G. Marmol and
Thomas G. Bevivino as his or her true and lawful attorney-in-fact each acting
alone, with full 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 or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact 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 for all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact, or his or her
substitute, acting alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Michael H. Jordan Chairman of the Board October 20, 1999
- ----------------------
Michael H. Jordan
/s/ Guillero G. Marmol Chief Executive Officer October 20, 1999
- ---------------------- and Director
Guillermo G. Marmol
/s/ James R. Corey President, Chief Operating October 20, 1999
- ---------------------- Officer and Director
James R. Corey
/s/ Thomas G. Bevivino Senior Vice President - Finance October 20, 1999
- ---------------------- and Chief Accounting Officer
Thomas G. Bevivino
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<PAGE>
/s/ George P. Stamas Director October 20, 1999
- ----------------------
George P. Stamas
/s/ Randolph Austin Director October 20, 1999
- ----------------------
Randolph Austin
/s/ Michael J. Dolan Director October 20, 1999
- ----------------------
Michael J. Dolan
/s/ Richard M. Scruggs Director October 20, 1999
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Richard M. Scruggs
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 1999 Long-Term Incentive Plan
5 Opinion of Wilmer, Cutler & Pickering, as to the legality of the
securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
24 Power of attorney (included on signature pages of this
Registration Statement)
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LUMINANT WORLDWIDE CORPORATION
1999 LONG-TERM INCENTIVE PLAN
PURPOSE Luminant Worldwide Corporation, a Delaware corporation (the
"Company"), wishes to recruit, reward, and retain employees and
outside directors. To further these objectives, the Company
hereby sets forth the Luminant Worldwide Corporation 1999
Long-Term Incentive Plan (the "Plan"), effective as of September
15, 1999 (the "Effective Date"), to provide options ("Options")
to employees and outside directors of the Company and its
subsidiaries to purchase shares of the Company's common stock
(the "Common Stock").
PARTICIPANTS All Employees of the Company and any Eligible Subsidiaries are
eligible for Options under this Plan. Eligible employees become
"optionees" when the Administrator grants them an option under
this Plan. The Administrator may also grant options to
consultants and certain other service providers. The term
optionee also includes, where appropriate, a person authorized to
exercise an Option in place of the original recipient.
Employee means any person employed as a common law employee of
the Company or an Eligible Subsidiary.
ADMINISTRATOR The Administrator will be the Compensation Committee of the Board
of Directors, unless the Board specifies another committee of the
Board, but the Board may still act under the Plan as though it
were the Compensation Committee.
The Administrator is responsible for the general operation and
administration of the Plan and for carrying out its provisions
and has full discretion in interpreting and administering the
provisions of the Plan. Subject to the express provisions of the
Plan, the Administrator may exercise such powers and authority of
the Board as the Administrator may find necessary or appropriate
to carry out its functions. The Administrator may delegate its
functions (other than those described in the Granting of Options
section) to officers or other employees of the Company.
The Administrator's powers will include, but not be limited to,
the power to amend, waive, or extend any provision or limitation
of any Option. The Administrator may act through meetings of a
majority of its members or by unanimous consent.
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 1 of 16
<PAGE>
GRANTING OF Subject to the terms of the Plan, the Administrator will, in its
OPTIONS sole discretion, determine
the persons who receive Options,
the terms of such Options,
the schedule for exercisability (including any
requirements that the optionee or the Company satisfy
performance criteria),
the time and conditions for expiration of the Option, and
the form of payment due upon exercise.
The Administrator's determinations under the Plan need not be
uniform and need not consider whether possible recipients are
similarly situated.
Options granted to employees may be "incentive stock
options" ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986 (the "Code"), or the corresponding
provision of any subsequently enacted tax statute, or
nonqualified stock options ("NQSOs"), and the Administrator will
specify which form of option it is granting. (If the
Administrator fails to specify the form, it will be an ISO.)
Options granted to outside directors, including Formula Options,
must be nonqualified stock options.
Substitutions The Administrator may also grant Options in
substitution for options or other equity interests
held by individuals who become Employees of the
Company or of an Eligible Subsidiary as a result of
the Company's or Subsidiary's acquiring or merging
with the individual's employer or acquiring its
assets. In addition, the Administrator may provide
for the Plan's assumption of options granted outside
the Plan to persons who would have been eligible
under the terms of the Plan to receive a grant,
including both persons who provided services to any
acquired company or business and persons who provided
services to the Company or any Subsidiary. If
necessary to conform the Options to the interests for
which they are substitutes, the Administrator may
grant substitute Options under terms and conditions
that vary from those the Plan otherwise requires.
DIRECTOR Each director who is not an employee of the Company will receive
FORMULA a formula stock option ("Formula Option") as of effective date
OPTIONS of the registration of the Company's initial public offering
(the "IPO Effective Date") with respect to 9,000 shares of Common
Stock, as will each non-employee director later appointed or
elected to the Board (with the grant made as of the date of his
- --------------------------------------------------------------------------------
Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 2 of 16
<PAGE>
first election or appointment). Each such non-employee
director serving on the Board at each annual meeting of the
Company's stockholders (beginning with the meeting at least six
months after the Effective Date and excluding directors who leave
the Board on the day of the annual meeting) will receive a
Formula Option as of that meeting with respect to 6,000 shares of
Common Stock. The Exercise Price for Formula Options will be the
Fair Market Value on the Date of Grant. The Board or the
Administrator may also make discretionary Option grants to
outside directors.
Exercise Unless the Administrator specifies otherwise, each
Formula Option will Schedule become exercisable as to one-sixth
every six months over the three years following the Date of
Grant, irrespective of whether the the director remains on the
Board at such date. A Formula Option will become exercisable in
its entirety upon the director's death, disability, or attainment
of age 70.
DATE OF GRANT The Date of Grant will be the date as of which this Plan
(for Formula Options) or the Administrator grants an Option to a
participant, as specified in the Plan or in the Administrator's
minutes.
EXERCISE The Exercise Price is the value of the consideration that an
PRICE optionee must provide in exchange for one share of Common Stock.
The Administrator will determine the Exercise Price under each
Option and may set the Exercise Price without regard to the
Exercise Price of any other Options granted at the same or any
other time. The Company may use the consideration it receives
from the optionee for general corporate purposes.
The Exercise Price per share for NQSOs may not be less than
100% of the Fair Market Value of a share on the Date of Grant for
grants made after the IPO Effective Date. For ISOs, the Exercise
Price per share must be at least 100% of the Fair Market Value
(on the Date of Grant) of a share of Common Stock covered by the
Option; provided, however, that if the Administrator decides to
grant an ISO to someone covered by Code Sections 422(b)(6) and
424(d) (as a more-than-10%-stock-owner), the Exercise Price must
be at least 110% of the Fair Market Value.
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 3 of 16
<PAGE>
FAIR MARKET Fair Market Value of a share of Common Stock for purposes of
VALUE the Plan will be determined as follows:
if the Company has no publicly-traded stock, the
Administrator will determine the Fair Market Value
for purposes of the Plan using any measure of value it
determines in good faith to be appropriate;
if the Common Stock trades on a national securities
exchange, the closing sale price on that date;
if the Common Stock does not trade on any such
exchange, the closing sale price as reported by the
National Association of Securities Dealers, Inc.
Automated Quotation System ("Nasdaq") for such date;
if no such closing sale price information is available,
the average of the closing bid and asked prices that
Nasdaq reports for such date; or
if there are no such closing bid and asked prices, the
average of the closing bid and asked prices as reported
by any other commercial service for such date.
For any date that is not a trading day, the Fair Market
Value of a share of Common Stock for such date will be
determined by using the closing sale price or the average of
the closing bid and asked prices, as appropriate, for the
immediately preceding trading day. The Administrator can
substitute a particular time of day or other measure of
"closing sale price" if appropriate because of changes in
exchange or market procedures.
The Fair Market Value will be treated as equal to the price
established in an IPO for any Options granted as of the IPO
if they are granted on or before the date on which the IPO's
underwriters price the IPO or granted on the following day
before trading opens in the Common Stock.
The Administrator has sole discretion to determine the Fair
Market Value for purposes of this Plan, and all Options are
conditioned on the optionees' agreement that the
Administrator's determination is conclusive and binding even
though others might make a different and also reasonable
determination.
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 4 of 16
<PAGE>
EXERCISABILITY The Administrator will determine the times and conditions for
exercise of each Option.
Options will become exercisable at such times and in such manner
as the Administrator determines and the Option Agreement
indicates; provided, however, that the Administrator may, on
such terms and conditions as it determines appropriate,
accelerate the time at which the optionee may exercise any
portion of an Option.
If the Administrator does not specify otherwise, Options will
become exercisable as to one sixth of the covered shares six
months following the Date of Grant and one sixth after each
following six months.
No portion of an Option that is unexercisable at an optionee's
termination of employment will thereafter become exercisable,
unless the Option Agreement provides otherwise, either initially
or by amendment.
CHANGE OF Upon a Change of Control (as defined below), all Options will
CONTROL become fully exercisable, unless the optionee's Option Agreement
provides otherwise. A Change of Control for this purpose means
the occurrence of any one or more of the following events after
the Company's IPO:
(i) sale of all or substantially all of the assets of the
Company to one or more individuals, entities, or groups
(other than an "Excluded Owner" as defined below);
(ii) complete or substantially complete dissolution or
liquidation of the Company;
(iii) a person, entity, or group (other than an Excluded
Owner) acquires or attains ownership of more than 50% of the
undiluted total voting power of the Company's
then-outstanding securities eligible to vote to elect
members of the Board ("Company Voting Securities");
(iv) completion of a merger or consolidation of the Company
with or into any other entity (other than an Excluded Owner)
unless the holders of the Company Voting Securities
outstanding immediately before such completion, together
with any trustee or other fiduciary holding securities under
a Company benefit plan, retain control because they hold
securities that represent immediately after such merger or
consolidation at least 50% of the combined voting power of
the then outstanding voting securities of either the Company
or the other surviving entity or its ultimate parent
- --------------------------------------------------------------------------------
Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 5 of 16
<PAGE>
(v) the individuals who constitute the Board immediately
before a proxy contest cease to constitute at least a
majority of the Board (excluding any Board seat that is
vacant or otherwise unoccupied) immediately following the
proxy contest; or
(vi) during any two year period, the individuals who
constitute the Board at the beginning of the period (the
"Incumbent Directors") cease for any reason to constitute at
least a majority of the Board (excluding any Board seat that
is vacant or otherwise unoccupied), provided that any
individuals that a majority of Incumbent Directors approve
for service on the Board are treated as Incumbent Directors.
An "Excluded Owner" consists of the Company, any Company
Subsidiary, any Company benefit plan, or any underwriter
temporarily holding securities for an offering of such
securities.
Even if other tests are met, a Change of Control has not occurred
under any circumstance in which the Company files for bankruptcy
protection or is reorganized following a bankruptcy filing. In
addition, the acceleration will not occur if it would prevent use
of "pooling of interest" accounting for a reorganization, merger,
or consolidation of the Company that the Board approves.
The Administrator may allow conditional exercises in advance of
the completion of a Change of Control that are then rescinded if
no Change of Control occurs.
SUBSTANTIAL Upon a Change of Control that is also a Substantial Corporate
CORPORATE Change, the Plan and any unexercised Options will terminate
CHANGE unless either (i) such termination would prevent use of
"pooling of interest" accounting for a reorganization, merger, or
consolidation of the Company that the Board approves or (ii)
provision is made in writing in connection with such transaction
for
the assumption or continuation of outstanding Options, or
the substitution for such options or grants of any options
or grants covering the stock or securities of a successor
employer entity, or a parent or subsidiary of such
successor, with appropriate adjustments as to the number and
kind of shares of stock and prices, in which event the
Options will continue in the manner and under the terms so
provided.
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 6 of 16
<PAGE>
If an Option would otherwise terminate under the preceding
sentence and the Fair Market Value of the Common Stock as a
result of the Substantial Corporate Change exceeds or is
likely to exceed the Exercise Price, the Administrator will
either provide that
optionees will have the right, at such time before the
completion of the transaction causing such termination
as the Board or the Administrator reasonably
designates, to exercise any unexercised portions of the
Option, including those portions that the Change of
Control will make exercisable or
cause the Company, or agree to allow the successor, to
cancel each Option after payment to the optionee of an
amount in cash, cash equivalents, or successor equity
interests substantially equal to the Fair Market Value
under the transaction minus the Exercise Price for
the shares covered by the Option (and, where the Board
or Administrator determines it is appropriate, any
required tax withholdings).
The Administrator may allow conditional exercises in advance
of the completion of a Substantial Corporate Change that are
then rescinded if no Substantial Corporate Change occurs.
The Board or other Administrator may take any actions
described in the Substantial Corporate Changes section,
without any requirement to seek optionee consent.
A Substantial Corporate Change means any of the following
events:
a sale as described in clause (i) under Change of
Control,
a dissolution or liquidation as described in clause
(ii),
an ownership change as described in clause (iii), but
with the percentage ownership increased to 100%
merger, consolidation, or reorganization of the Company
with one or more corporations or other entities in
which the Company is not the surviving entity, or
any other transaction (including a merger or
reorganization in which the Company survives) approved
by the Board that results in any person or entity
(other than an Excluded Owner) owning 100% of Company
Voting Securities.
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 7 of 16
<PAGE>
LIMITATION ON An Option granted to an employee will be an ISO only to the
ISOs extent that the aggregate Fair Market Value (determined at the
Date of Grant)of the stock with respect to which ISOs are
exercisable for the first time by the optionee during any
calendar year (under the Plan and all other plans of the Company
and its subsidiary corporations, within the meaning of Code
Section 422(d)), does not exceed $100,000. This limitation
applies to Options in the order in which such Options were
granted. If, by design or operation, the Option exceeds this
limit, the excess will be treated as an NQSO.
METHOD OF To exercise any exercisable portion of an Option, the optionee
EXERCISE must:
Deliver notice of exercise to the Secretary of the Company
(or to whomever the Administrator designates), in a form
complying with any rules the Administrator may issue, signed
or otherwise authenticated by the optionee, and specifying
the number of shares of Common Stock underlying the portion
of the Option the optionee is exercising;
Pay the full Exercise Price by cash or a cashier's or
certified check for the shares of Common Stock with respect
to which the Option is being exercised, unless the
Administrator consents to another form of payment (which
could include loans from the Company or the use of Common
Stock); and
Deliver to the Administrator such representations and
documents as the Administrator, in its sole discretion, may
consider necessary or advisable.
After an IPO, payment in full of the Exercise Price need not
accompany the written notice of exercise if the exercise complies
with a previouslyapproved cashless exercise method, including,
for example, that the notice directs that the stock certificates
(or other indicia of ownership) for the shares issued upon the
exercise be delivered to a licensed broker acceptable to the
Company as the agent for the individual exercising the option and
at the time the stock certificates (or other indicia) are
delivered to the broker, the broker will tender to the Company
cash or cash equivalents acceptable to the Company and equal to
the Exercise Price and any required withholding taxes.
If the Administrator agrees to allow an optionee to pay through
tendering shares of Common Stock to the Company, the individual
can only tender stock he has held for at least six months at the
time of surrender. Shares of stock offered as payment will be
valued, for purposes of determining the extent to which the
optionee has paid the Exercise Price, at their Fair Market
- --------------------------------------------------------------------------------
Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 8 of 16
<PAGE>
Value on the date of exercise. The Administrator may also, in its
discretion, accept attestation of ownership of Common Stock and
issue a net number of shares upon Option exercise, or, after an
IPO, by having a broker tender to the Company cash equal to the
exercise price and any withholding taxes.
OPTION No one may exercise an Option more than ten years after its Date
EXPIRATION of Grant(or five years for ISOs granted to 10% owners covered by
Code Sections 422(b)(6) and 424(d)). Unless the Option Agreement
provides otherwise, either initially or by amendment, no one may
exercise an Option after the first to occur of:
EMPLOYMENT The 90th day after the date of termination of employment
TERMINATION (other than for death or Disability), where termination of
employment means the time when the employer-employee or
other service- providing relationship between the employee
and the Company ends for any reason. The Administrator may
provide that Options terminate immediately upon termination
of employment for "cause" under an employee's employment or
consultant's services agreement or under another definition
specified in the Option Agreement. Unless the Option
Agreement provides otherwise, termination of employment does
not include instances in which the Company immediately
rehires a common law employee as an independent contractor.
The Administrator, in its sole discretion, will determine
all questions of whether particular terminations or leaves
of absence are terminations of employment.
GROSS For the Company's termination of the optionee's
MISCONDUCT employment as a result of the optionee's Gross
Misconduct, the time of such termination. For purposes
of this Plan, "Gross Misconduct" means the optionee
has
committed fraud, misappropriation, embezzlement, or
willful misconduct that has resulted or is likely to
result in material harm to the Company;
committed or been indicted for or convicted of, or
pled guilty or no contest to, any misdemeanor (other
than for minor infractions or traffic violations)
involving fraud, breach of trust, misappropriation, or
other similar activity, or any felony; or
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 9 of 16
<PAGE>
committed an act of gross negligence or otherwise
acted with willful disregard for the Company's best
interests in a manner that has resulted or is likely to
result in material harm to the Company.
If the optionee has a written employment agreement in effect
at the time of his termination that specifies "cause" for
termination, "Gross Misconduct" for purposes of his
termination will refer to "cause" under the employment
agreement, rather than to the foregoing definition.
DISABILITY For disability, the earlier of (i) the first anniversary of
the optionee's termination of employment for disability and
(ii) 60 days after the optionee no longer has a disability,
where "disability" means the inability to engage in any
substantial gainful activity because of any medically
determinable physical or mental impairment that can be
expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than 12
months; or
DEATH The date 12 months after the optionee's death.
If exercise is permitted after termination of employment, the
Option will nevertheless expire as of the date that the former
service provider violates any covenant not to compete or other
post-employment covenant in effect between the Company and the
former service provider. In addition, an optionee who exercises
an Option more than 90 days after termination of employment with
the Company and/or Eligible Subsidiaries will only receive ISO
treatment to the extent the law permits, and becoming or
remaining an employee of another related company (that is not an
Eligible Subsidiary) or an independent contractor will not
prevent loss of ISO status because of the formal termination of
employment.
Nothing in this Plan extends the term of an Option beyond the
tenth anniversary of its Date of Grant, nor does anything in this
Option Expiration section make an Option exercisable that has not
otherwise become exercisable, unless the Administrator specifies
otherwise.
OPTION Option Agreements (which could be certificates) will set forth
AGREEMENT the terms of each Option and will include such terms and
conditions, consistent with the Plan, as the Administrator may
determine are necessary or advisable. To the extent the agreement
is inconsistent with the Plan, the Plan will govern. The Option
Agreements may contain special rules.
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 10 of 16
<PAGE>
PUT AND CALL The Administrator may provide in Option Agreements that the
RIGHTS Company has the right (or obligation) to purchase outstanding
Options, or the shares received from exercising an Option, under
certain circumstances, including termination of employment for
any reason or death and may provide for rights of first refusal.
The Administrator may distinguish between unexercisable and
exercisable Options.
STOCK SUBJECT Except as adjusted below under Corporate Changes,
TO PLAN
the aggregate number of shares of Common Stock that may be
issued under Options may not exceed 7,288,451 (which will be
automatically adjusted to equal 30% of the sum of the shares
of Common Stock outstanding immediately after the IPO plus
any shares reserved for underwriter over-allotments),
the maximum number of shares that may be granted under
Options for a single individual in a calendar year may not
exceed 50% of the preceding number, provided that the
individual maximum applies only to Options first made under
this Plan and not to Options made in substitution of a prior
employer's options or other incentives, except as Code
Section 162(m) otherwise requires, and
the aggregate number of shares of Common Stock that may be
issued under ISOs may not exceed 6,000,000, plus the number
necessary to provide ISOs in substitution for pre-IPO ISOs.
The Common Stock will come from either authorized but unissued
shares or from previously issued shares that the Company
reacquires, including shares it purchases on the open market or
holds as treasury shares. If any Option expires, is canceled, or
terminates for any other reason, the shares of Common Stock
available under that Option will again be available for the
granting of new Options (but will be counted against that
calendar year's limit for a given individual).
No adjustment will be made for a dividend or other right for
which the record date precedes the date of exercise.
The optionee will have no rights of a stockholder with respect to
the shares of stock subject to an Option except to the extent
that the Company has issued certificates for, or otherwise
confirmed ownership of, such shares upon the exercise of the
Option.
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 11 of 16
<PAGE>
The Company will not issue fractional shares pursuant to the
exercise of an Option, unless the Administrator determines
otherwise, but the Administrator may, in its discretion, direct
the Company to make a cash payment in lieu of fractional shares.
PERSON WHO During the optionee's lifetime and except as provided under
MAY EXERCISE Transfers, Assignments, and Pledges, only the optionee or his
duly appointed guardian or personal representative may exercise
the Options. After his death, his personal representative or any
other person authorized under a will or under the laws of descent
and distribution may exercise any then exercisable portion of an
Option. If someone other than the original recipient seeks to
exercise any portion of an Option, the Administrator may request
such proof as it may consider necessary or appropriate of the
person's right to exercise the Option.
ADJUSTMENTS Subject to any required action by the Company (which it agrees to
UPON CHANGES promptly take) or its stockholders, and subject to the provisions
IN CAPITAL of applicable corporate law, if, after the Date of Grant of an
STOCK Option,
the outstanding shares of Common Stock increase or decrease
or change into or are exchanged for a different number or
kind of security because of any recapitalization,
reclassification, stock split, reverse stock split,
combination of shares, exchange of shares, stock dividend,
or other distribution payable in capital stock, or
some other increase or decrease in such Common Stock occurs
without the Company's receiving consideration (excluding,
unless the Administrator determines otherwise, stock
repurchases),
the Administrator must make a proportionate and appropriate
adjustment in the number of shares of Common Stock underlying
each Option, so that the proportionate interest of the optionee
immediately following such event will, to the extent practicable,
be the same as immediately before such event. (This adjustment
does not apply to Common Stock that the optionee has already
purchased.) Unless the Administrator determines another method
would be appropriate, any such adjustment to an Option will not
change the total price with respect to shares of Common Stock
underlying the unexercised portion of the Option but will include
a corresponding proportionate adjustment in the Option's Exercise
Price. The Board or other Administrator may take any actions
described in the Adjustments upon Changes in Capital Stock
section without any requirement to seek optionee consent.
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 12 of 16
<PAGE>
The Administrator will make a commensurate change to the maximum
number and kind of shares provided in the Stock Subject to Plan
section.
All references to numbers of shares of Common Stock in the Plan
and in any Option grants made on or before the IPO Effective Date
assume the IPO is or will be completed and thus relate to
post-IPO numbers of shares.
Any issue by the Company of any class of preferred stock, or
securities convertible into shares of common or preferred stock
of any class, will not affect, and no adjustment by reason
thereof will be made with respect to, the number of shares of
Common Stock subject to any Option or the Exercise Price except
as this Adjustments section specifically provides. The grant of
an Option under the Plan will not affect in any way the right or
power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure,
or to merge or to consolidate, or to dissolve, liquidate, sell,
or transfer all or any part of its business or assets.
SUBSIDIARY Employees of Company Subsidiaries will be entitled to participate
EMPLOYEES in the Plan, except as otherwise designated by the Board of
Directors or the Administrator.
Eligible Subsidiary means each of the Company's Subsidiaries,
except as the Administrator otherwise specifies. For ISO grants,
Subsidiary means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at
the time an Option is granted to a Participant under the Plan,
each corporation (other than the last corporation in the unbroken
chain) owns stock possessing 50% or more of the total combined
voting power of all classes of stock in another corporation in
such chain. For ISOs, Subsidiary also includes a single-member
limited liability company included within the chain described in
the preceding sentence. The Board or the Administrator may use a
different definition of Subsidiary for NQSOs.
LEGAL The Company will not issue any shares of Common Stock under an
COMPLIANCE Option until all applicable requirements imposed by Federal and
state securities and other laws, rules, and regulations, and by
any applicable regulatory agencies or stock exchanges, have been
fully met. To that end, the Company may require the optionee to
take any reasonable action to comply with such requirements
before issuing such shares. No provision in the Plan or action
taken under it authorizes any action that Federal or state laws
otherwise prohibit.
The Plan is intended to conform to the extent necessary with all
provisions of the Securities Act of 1933 ("Securities Act") and
the Securities Exchange Act of 1934 and all regulations and rules
- --------------------------------------------------------------------------------
Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 13 of 16
<PAGE>
the Securities and Exchange Commission issues under those laws.
Notwithstanding anything in the Plan to the contrary, the
Administrator must administer the Plan, and Options may be
granted and exercised, only in a way that conforms to such laws,
rules, and regulations. To the extent permitted by applicable
law, the Plan and any Options will be treated as amended to the
extent necessary to conform to such laws, rules, and regulations.
PURCHASE FOR Unless a registration statement under the Securities Act covers
INVESTMENT the shares of Common Stock an optionee receives upon exercising
AND OTHER his Option, the Administrator may require, at the time of such
RESTRICTIONS exercise, that the optionee agree in writing to acquire such
shares for investment and not for public resale or distribution,
unless and until the shares subject to the Option are registered
under the Securities Act. Unless the shares are registered under
the Securities Act, the optionee must acknowledge:
that the shares purchased on exercise of the Option are not
so registered,
that the optionee may not sell or otherwise transfer the
shares unless
such sale or transfer complies with all applicable
laws, rules, and regulations, including all applicable
Federal and state securities laws, rules, and
regulations, and either
the shares have been registered under the Securities
Act in connection with the sale or transfer thereof, or
counsel satisfactory to the Company has issued an
opinion satisfactory to the Company that the sale or
other transfer of such shares is exempt from
registration under the Securities Act.
Additionally, the Common Stock, when issued upon the exercise of
an Option, will be subject to any other transfer restrictions,
rights of first refusal, and rights of repurchase set forth in or
incorporated by reference into other applicable documents,
including the Option Agreements, or the Company's articles or
certificate of incorporation, by-laws, or generally applicable
stockholders' agreements.
The Administrator may, in its sole discretion, take whatever
additional actions it deems appropriate to comply with such
restrictions and applicable laws, including placing legends on
certificates and issuing stop-transfer orders to transfer agents
and registrars.
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 14 of 16
<PAGE>
TAX The optionee must satisfy all applicable Federal, state, and
WITHHOLDING local income and employment tax withholding requirements before
the Company will deliver stock certificates or otherwise
recognize ownership upon the exercise of an Option. The Company
may decide to satisfy the withholding obligations through
additional withholding on salary or wages. If the Company does
not or cannot withhold from other compensation, the optionee must
pay the Company, with a cashier's check or certified check, the
full amounts, if any, required for withholding. Payment of
withholding obligations is due at the same time as is payment of
the Exercise Price. If the Administrator so determines, the
optionee may instead satisfy the withholding obligations by
directing the Company to retain shares from the Option exercise,
by tendering previously owned shares, or by attesting to his
ownership of shares (with the distribution of net shares), or,
after an IPO, by having a broker tender to the Company cash equal
to the withholding taxes.
TRANSFERS, Unless the Administrator otherwise approves in advance in writing
ASSIGNMENTS, for estate planning or other purposes, an Option may not be
AND PLEDGES assigned, pledged, or otherwise transferred in any way, whether
by operation of law or otherwise or through any legal or
equitable proceedings (including bankruptcy), by the optionee to
any person, except by will or by operation of applicable laws of
descent and distribution. If necessary to comply with Rule 16b-3,
the optionee may not transfer or pledge shares of Common Stock
acquired upon exercise of an Option until at least six months
have elapsed from (but excluding) the Date of Grant, unless the
Administrator approves otherwise in advance in writing. The
Administrator may, in its discretion, expressly provide that an
optionee may transfer his Option, without receiving
consideration, to (i) members of his immediate family (children,
grandchildren, or spouse), (ii) trusts for the benefit of such
family members, or (iii) partnerships whose only partners are
such family members.
AMENDMENT OR The Board may amend, suspend, or terminate the Plan at any time,
TERMINATION without the consent of the optionees or their beneficiaries;
OF PLAN AND provided, however, that such actions are consistent with this
OPTIONS section. Except as required by law or by the CHANGES section, the
Administrator may not, without the optionee's or beneficiary's
consent, modify the terms and conditions of an Option so as to
materially adversely affect the optionee. No amendment,
suspension, or termination of the Plan will, without the
optionee's or beneficiary's consent, terminate or materially
adversely affect any right or obligations under any outstanding
Options, except as provided in the SUBSTANTIAL CORPORATE CHANGES
Section.
PRIVILEGES OF No optionee and no beneficiary or other person claiming under or
STOCK through such optionee will have any right, title, or interest in
OWNERSHIP or to any shares of Common Stock allocated or reserved under the
Plan or subject to any Option except as to such shares of
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 15 of 16
<PAGE>
Common Stock, if any, already issued to such optionee.
EFFECT ON Whether exercising an Option causes the optionee to accrue or
OTHER PLANS receive additional benefits under any pension or other plan is
governed solely by the terms of such other plan.
LIMITATIONS Notwithstanding any other provisions of the Plan, no individual
ON LIABILITY acting as a director, officer, other employee, or agent of the
Company will be liable to any optionee, former optionee, spouse,
beneficiary, or any other person for any claim, loss, liability,
or expense incurred in connection with the Plan, nor will such
individual be personally liable because of any contract or other
instrument he executes in such other capacity. The Company will
indemnify and hold harmless each director, officer, other
employee, or agent of the Company to whom any duty or power
relating to the administration or interpretation of the Plan has
been or will be delegated, against any cost or expense (including
attorneys' fees) or liability (including any sum paid in
settlement of a claim with the Board's approval) arising out of
any act or omission to act concerning this Plan unless arising
out of such person's own fraud or bad faith.
NO EMPLOYMENT Nothing contained in this Plan constitutes an employment contract
CONTRACT between the Company and the optionees. The Plan does not give any
optionee any right to be retained in the Company's employ, nor
does it enlarge or diminish the Company's right to end the
optionee's employment or other relationship with the Company.
APPLICABLE The laws of the State of Delaware (other than its choice of law
LAW provisions) govern this Plan and its interpretation.
DURATION OF Unless the Board extends the Plan's term, the Administrator may
PLAN not grant Options after September 14, 2009. The Plan will then
terminate but will continue to govern unexercised and unexpired
Options.
APPROVAL OF The Plan must be submitted to Company stockholders for their
THE PLAN approval within 12 months before or after the Board adopts the
Plan to qualify any Options designated as ISOs for treatment as
such. If the stockholders do not so approve the Plan, the Plan
and any outstanding ISOs will be treated as void and of no
effect.
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Luminant Worldwide Corporation
1999 Long-Term Incentive Plan
Page 16 of 16
WILMER, CUTLER & PICKERING
2445 M Street, N.W.
Washington, D.C. 20037-1420
Telephone (202) 663-6000
Facsimile (202) 663-6363
October 20, 1999
Luminant Worldwide Corporation
4100 Spring Valley Drive, Suite 750
Dallas, Texas 75244
Re: Luminant Worldwide Corporation Registration Statement on Form S-8
Dear Ladies and Gentlemen:
We have acted as counsel to Luminant Worldwide Corporation, a Delaware
corporation (the "Company"), in connection with a registration statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration of the shares of Common Stock
of the Company, par value $0.01 per share (the "Shares"), to be issued under the
Company's 1999 Long-Term Incentive Plan (the "1999 Plan"). For the purposes of
this opinion, we have examined and relied upon such documents, records,
certificates and other instruments as we have considered necessary.
Based solely upon the foregoing, and upon our examination of such questions
of law and statutes as we have considered necessary or appropriate, and subject
to the assumptions, qualifications, limitations, and exceptions set forth in
this letter, we are of the opinion that: (a) the Shares have been lawfully and
duly authorized; and (b) such Shares will be validly issued, fully paid, and
nonassessable upon payment of the purchase price established under the 1999
Plan.
We are members of the bar of the District of Columbia. This opinion is
limited to the laws of the United States and the General Corporation Law of
Delaware. Although we do not hold ourselves out as being experts in the laws of
Delaware, we have made an investigation of such laws to the extent necessary to
render our opinion. Our opinion is rendered only with respect to the laws and
the rules, regulations, and orders thereunder that are currently in effect.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared for
your use in connection with the filing of the Registration Statement on October
20, 1999, and should not be quoted in whole or in part or otherwise be referred
to, nor otherwise be filed with or
<PAGE>
Luminant Worldwide Corporation
October 20, 1999
Page 2
furnished to any governmental agency or other person or entity, without our
express prior written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ R. Scott Kilgore
----------------------------
R. Scott Kilgore, a partner
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 24, 1999, except for Note 8 which
is as of June 3, 1999, relating to the financial statements of Brand Dialogue
New York, which appears in Luminant Worldwide Corporation's Registration
Statement on Form S-1 (No. 333- 80161).
/s/ PricewaterhouseCoppers LLP
PricewaterhouseCoopers LLP
New York, New York
October 18, 1999
EXHIBIT 23.2
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Luminant Worldwide Corporation on
Form S-8 of our reports as follows:
Luminant Worldwide Corporation September 3, 1999
Align Solutions Corp. May 4, 1999
Free Range Media, Inc. May 7, 1999
Integrated Consulting, Inc. May 7, 1999
InterActive8, Inc. May 14, 1999
Multimedia Resources, LLC April 30, 1999
Potomac Partners Management May 5, 1999
Consulting, LLC
RSI Group, Inc. May 8, 1999
Fifth Gear Media Corporation May 21, 1999
inmedia, inc. May 21, 1999 (except with respect
to the matter discussed in Note 12
to the December 31, 1998, inmedia,
inc. financial statements, as to
which the date is May 27, 1999)
Synapse Group, Inc. May 28, 1999
included in Luminant Worldwide Corporation's S-1 Registration Statement
No. 333-80161 as amended.
Arthur Andersen LLP
Dallas, Texas
October 18, 1999
