As Filed with the Securities and Exchange Commission on February 1, 1999
------------------------------------------------------------------------
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
FTI CONSULTING, INC.
(Exact name of issuer as specified in its charter)
Maryland
(State of Incorporation)
52-1261113
(IRS Employer Identification Number)
2021 Research Drive, Annapolis, Maryland 21401
(Address of Principal Executive Offices)
FTI CONSULTING, INC.
1997 Stock Option Plan, as Amended
(Full title of the Plan)
----------------------------
Jack B. Dunn, IV
Chief Executive Officer
FTI Consulting, Inc.
2021 Research Drive
Annapolis, Maryland 21401
(410) 224-8770
(Name, address and telephone number of agent for service)
----------------------------
Copy to:
John B. Watkins, Esquire
Wilmer, Cutler & Pickering
100 Light Street
Baltimore, Maryland 21202
(410) 986-2800
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee (2)
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, 16,800 shares(3) $8.50 $ 142,500 $ 39.62
par value $.01 per
share,
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>
(1) Also registered hereunder are such additional number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plan to which this Registration Statement relates.
(2) The registration fee has been calculated in accordance with Rule 457(h) on
the basis of the price at which the outstanding options may be exercised.
(3) Covers shares of Common Stock to be issued on exercise of options granted to
directors of FTI Consulting, Inc. on September 1, 1997 pursuant to written
agreements and outside of its stock option and employee benefit plans. To date
none of the options so granted have been exercised.
<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 Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. FTI Consulting, Inc. (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 Commission or its staff a copy or
copies of all of the documents included in such file.
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<PAGE>
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) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the Form 10-KSB for the fiscal year ended
December 31, 1997, including the Company's quarterly financial statements on
Form 10-Q for the quarter ended March 31, 1998 filed on May 15, 1998, Form 10-Q
for the quarter ended June 30, 1998 filed on August 13, 1998 and Form 10-Q for
the quarter ended September 30, 1998 filed on November 16, 1998 as amended by
Form 10-Q/A filed on December 10, 1998; and Form 8-K filed on July 15, 1998,
Form 8-K filed on October 2, 1998, Form 8-K filed on October 13, 1998, Form
8-K/A filed on December 1, 1998 and Form 8-K filed on January 8, 1999 pursuant
Section 13(a) of the Exchange Act.
(c) The description of the Company's Common Stock which is incorporated by
reference in the Registration Statement on Form 8-A filed by the Company under
the Exchange Act on April 30, 1996, including any amendment or report filed for
the purpose of updating such description.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
The validity of the authorization and issuance of the Common Stock offered
hereby will be passed upon for the Company by Wilmer, Cutler & Pickering,
Baltimore, Maryland. George P. Stamas, a member of the Board of Directors and a
stockholder of the Company, is a partner in Wilmer, Cutler & Pickering. As of
January 4, 1999, Mr. Stamas was the beneficial owner of 5,838 shares of Common
Stock and stock options to purchase 27,950 shares of Common Stock of the
Company.
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<PAGE>
Item 6. Indemnification of Directors and Officers
1. Statutory Provisions of the Maryland General Corporation Law.
ss.2-418. Indemnification of directors, officers, employees and agents.
(a) Definitions. - In this section the following words have the
meanings indicated.
(1) "Director" means any person who is or was a director of a
corporation and any person who, while a director of a corporation, is
or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, other
enterprise, or employee benefit plan.
(2) "Corporation" includes any domestic or foreign predecessor
entity of a corporation in a merger, consolidation, or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction.
(3) "Expenses" include attorney's fees.
(4) "Official capacity" means the following:
(i) When used with respect to a director, the office of
director in the corporation; and
(ii) When used with respect to a person other than a
director as contemplated in subsection (j), the elective or appointive
office in the corporation held by the officer, or the employment or
agency relationship undertaken by the employee or agent in behalf of
the corporation.
(iii) "Official capacity" does not include service of any
other foreign or domestic corporation or any partnership, joint
venture, trust, other enterprise, or employee benefit plan.
(5) "Party" includes a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative,
or investigative.
(b) Permitted indemnification of director. - (1) A corporation may
indemnify any director made a party to any proceeding by reason of
service in that capacity unless it is established that:
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<PAGE>
(i) The act or omission of the director was material to the
matter giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty;
or
(ii) The director actually received an improper personal
benefit in money, property, or services; or
(iii) In the case of any criminal proceeding, the director
had reasonable cause to believe that the act or omission was unlawful.
(2)(i) Indemnification may be against judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the
director in connection with the proceeding.
(ii) However, if the proceeding was one by or in the right
of the corporation, indemnification may not be made in respect of any
proceeding in which the director shall have been adjudged to be liable
to the corporation.
(3)(i) The termination of any proceeding by judgment, order, or
settlement does not create a presumption that the director did not
meet the requisite standard of conduct set forth in this subsection.
(ii) The termination of any proceeding by conviction, or a
plea of nolo contendere or its equivalent, or an entry of an order of
probation prior to judgment, creates a rebuttable presumption that the
director did not meet that standard of conduct.
(c) No indemnification of director liable for improper personal
benefit. - A director may not be indemnified under subsection (b) of
this section in respect of any proceeding charging improper personal
benefit to the director, whether or not involving action in the
director's official capacity, in which the director was adjudged to be
liable on the basis that personal benefit was improperly received.
(d) Required indemnification against expenses incurred in successful
defense. - Unless limited by the charter:
(1) A director who has been successful, on the merits or
otherwise, in the defense of any proceeding referred to in subsection
(b) of this section shall be
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<PAGE>
indemnified against reasonable expenses incurred by the director in
connection with the proceeding.
(2) A court of appropriate jurisdiction, upon application of a
director and such notice as the court shall require, may order
indemnification in the following circumstances:
(i) If it determines a director is entitled to reimbursement
under paragraph (1) of this subsection, the court shall order
indemnification, in which case the director shall be entitled to
recover the expenses of securing such reimbursement; or
(ii) If it determines that the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director has met the standards of
conduct set forth in subsection (b) of this section or has been
adjudged liable under the circumstances described in subsection (c) of
this section, the court may order such indemnification as the court
shall deem proper. However, indemnification with respect to any
proceeding by or in the right of the corporation or in which liability
shall have been adjudged in the circumstances described in subsection
(c) shall be limited to expenses.
(3) A court of appropriate jurisdiction may be the same court in
which the proceeding involving the director's liability took place.
(e) Determination that indemnification is proper. - (1)
Indemnification under subsection (b) of this section may not be made
by the corporation unless authorized for a specific proceeding after a
determination has been made that indemnification of the director is
permissible in the circumstances because the director has met the
standard of conduct set forth in subsection (b) of this section.
(2) Such determination shall be made:
(i) By the board of directors by a majority vote of a quorum
consisting of directors not, at the time, parties to the proceeding,
or, if such a quorum cannot be obtained, then by a majority vote of a
committee of the board consisting solely of two or more directors not,
at the time, parties to such proceeding and who were duly designated
to act in the matter by a majority vote of the full board in which the
designated directors who are parties may participate:
(ii) By special legal counsel selected by the board of
directors or a committee of the board by vote as set forth in
subparagraph (i) of this paragraph, or, if the requisite quorum of the
full board cannot be obtained therefor and the
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<PAGE>
committee cannot be established, by a majority vote of the full board
in which directors who are parties may participate; or
(iii) By the stockholders.
(3) Authorization of indemnification and determination as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible. However, if the
determination that indemnification is permissible is made by special
legal counsel, authorization of indemnification and determination as
to reasonableness of expenses shall be made in the manner specified in
subparagraph (ii) of paragraph (2) of this subsection for selection of
such counsel.
(4) Shares held by directors who are parties to the proceeding
may not be voted on the subject matter under this subsection.
(f) Payment of expenses in advance of final disposition of action. -
(1) Reasonable expenses incurred by a director who is a party to a
proceeding may be paid or reimbursed by the corporation in advance of
the final disposition of the proceeding upon receipt by the
corporation of:
(i) A written affirmation by the director of the director's
good faith belief that the standard of conduct necessary for
indemnification by the corporation as authorized in this section has
been met; and
(ii) A written undertaking by or on behalf of the director
to repay the amount if it shall ultimately be determined that the
standard of conduct has not been met.
(2) The undertaking required by subparagraph (ii) of paragraph
(1) of this subsection shall be an unlimited general obligation of the
director but need not be secured and may be accepted without reference
to financial ability to make the repayment.
(3) Payments under this subsection shall be made as provided by
the charter, bylaws, or contract or as specified in subsection (e) of
this section.
(g) Validity of indemnification provision. - The indemnification and
advancement of expenses provided or authorized by this section may not
be deemed exclusive of any other rights, by indemnification or
otherwise, to which a director may be entitled under the charter, the
bylaws, a resolution of stockholders or directors, an agreement or
otherwise, both as to action in an official capacity and as to action
in another capacity while holding such office.
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<PAGE>
(h) Reimbursement of director's expenses incurred while appearing as
witness. - This section does not limit the corporation's power to pay
or reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when the director
has not been made a named defendant or respondent in the proceeding.
(i) Director's service to employee benefit plan. - For purposes of
this section:
(1) The corporation shall be deemed to have requested a director
to serve an employee benefit plan where the performance of the
director's duties to the corporation also imposes duties on, or
otherwise involves services by, the director to the plan or
participants or beneficiaries of the plan;
(2) Excise taxes assessed on a director with respect to an
employee benefit plan pursuant to applicable law shall be deemed
fines; and
(3) Action taken or omitted by the director with respect to an
employee benefit plan in the performance of the director's duties for
a purpose reasonably believed by the director to be in the interest of
the participants and beneficiaries of the plan shall be deemed to be
for a purpose which is not opposed to the best interests of the
corporation.
(j) Officer, employee or agent. - Unless limited by the charter:
(1) An officer of the corporation shall be indemnified as and to
the extent provided in subsection (d) of this section for a director
and shall be entitled, to the same extent as a director, to seek
indemnification pursuant to the provisions of subsection (d);
(2) A corporation may indemnify and advance expenses to an
officer, employee, or agent of the corporation to the same extent that
it may indemnify directors under this section; and
(3) A corporation, in addition, may indemnify and advance
expenses to an officer, employee, or agent who is not a director to
such further extent, consistent with law, as may be provided by its
charter, bylaws, general or specific action of its board of directors,
or contract.
(k) Insurance or similar protection. - (1) A corporation may purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation, or who,
while a director, officer, employee, or agent of the corporation, is
or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or
domestic corporation,
8
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partnership, joint venture, trust, other enterprise, or employee
benefit plan against any liability asserted against and incurred by
such person in any such capacity or arising out of such person's
position, whether or not the corporation would have the power to
indemnify against liability under the provisions of this section.
(2) A corporation may provide similar protection, including a
trust fund, letter of credit, or surety bond, not inconsistent with
this section.
(3) The insurance or similar protection may be provided by a
subsidiary or an affiliate of the corporation.
(l) Report of indemnification to stockholders. - Any indemnification
of, or advance of expenses to, a director in accordance with this
section, if arising out of a proceeding by or in the right of the
corporation, shall be reported in writing to the stockholders with the
notice of the next stockholders' meeting or prior to the meeting.
2. Charter Provisions.
The Company has provided for indemnification by the following provision of
ARTICLE EIGHTH of its Charter.
The Corporation shall indemnify (a) its directors and officers,
whether serving the Corporation or at its request any other entity, to the
full extent required or permitted by the General Laws of the State of
Maryland now or hereafter in force, including the advance of expenses under
the procedures and to the full extent permitted by law, and (b) its other
employees and agents to such extent as shall be authorized by the Board of
Directors or in the Corporation's By-laws and be permitted by law. The
foregoing shall not be exclusive of any other rights to which those seeking
indemnification may be entitled. The Board of Directors may take such
actions as are necessary to carry out these indemnification provisions and
is expressly empowered to adopt, approve, and amend from time to time such
By-Laws, resolutions and contracts implementing such provisions or such
further indemnification arrangements as may be permitted by law. No
amendment of the charter of the Corporation shall limit or eliminate the
right to indemnification provided hereunder with respect to acts or
omissions occurring prior to such amendment or appeal.
3. By-laws Provisions.
The Company has provided for indemnification by the following provisions of
ARTICLE XI of its By-laws:
SECTION 1. Definitions. As used in this Article XI, any word or words
that are defined in Section 2-418 of the Corporations and Associations
Article of the Annotated Code
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of Maryland (the "Indemnification Section"), as amended from time to time,
shall have the same meaning as provided in the Indemnification Section.
SECTION 2. Indemnification of Directors and Officers. The Corporation
shall indemnify and advance expenses to a director or officer of the
Corporation in connection with a proceeding to the fullest extent permitted
by and in accordance with the Indemnification Section.
SECTION 3. Indemnification of Other Agents and Employees. With respect
to an employee or agent, other than a director or officer of the
Corporation, the Corporation may, as determined by and in the discretion of
the Board of Directors of the Corporation, indemnify and advance expenses
to such employees or agents in connection with a proceeding to the extent
permitted by and in accordance with the Indemnification Section.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Number Description
4.1* Amended and Restated Articles of Incorporation of the
Registrant.
4.2* Restated By-Laws of the Registrant.
4.4* Specimen certificate representing the Common Stock of
Registrant.
5.1 Opinion of Wilmer, Cutler & Pickering.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.1).
24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
----------
* Incorporated herein by reference from the Registrant's Registration
Statement on Form SB-2 (File No. 333-2002).
Item 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(a) The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1993;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of any employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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) The undersigned registrant hereby undertakes, that, insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the
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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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Annapolis, Maryland on January 29, 1999.
FTI CONSULTING, INC.
/S/ Jack B. Dunn, IV
-----------------------------------------
Jack B. Dunn, IV
Chairman of the Board and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS that Jack B. Dunn, IV hereby is appointed
the true and lawful attorney-in-fact and agent of the persons identified below,
with full power of substitution and resubstitution, for him or in his name,
place and stead, in any and all capacities to sign any and all amendments or
post-effective amendments to this Registration Statement, all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ Jack B. Dunn, IV
- ---------------------------
Jack B. Dunn, IV Chairman of the Board and Chief Executive January 29, 1999
Officer (principal executive officer)
/S/ Stewart Kahn
- ---------------------------
Stewart Kahn President January 29, 1999
/S/Gary Sindler
- ---------------------------
Gary Sindler Executive Vice President and January 29, 1999
Chief Financial Officer, Secretary
and Treasurer (principal financial
and accounting officer)
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Joseph R. Reynolds, Jr
- ---------------------------
Joseph R. Reynolds, Jr. Vice Chairman of the Board January 29, 1999
/s/ James A. Flick
- ---------------------------
James A. Flick Director January 29, 1999
- ---------------------------
Peter F. O'Malley Director January __, 1999
/s/ Dennis J. Shaughnessy
- ---------------------------
Dennis J. Shaughnessy Director January 29, 1999
- ---------------------------
George P. Stamas Director January __, 1999
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933, As Amended
FTI CONSULTING, INC.
(Exact name of registrant as specified in its charter)
15
<PAGE>
Exhibits
Number Description
4.1* Amended and Restated Articles of Incorporation of the
Registrant.
4.2* Restated By-Laws of the Registrant.
4.4* Specimen certificate representing the Common Stock of
Registrant.
5.1 Opinion of Wilmer, Cutler & Pickering.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.1).
24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
----------
* Incorporated herein by reference from the Registrant's Registration
Statement on Form SB-2 (File No. 333-2002).
16
EXHIBIT 5.1
WILMER, CUTLER & PICKERING
[LETTERHEAD]
January 29, 1999
FTI Consulting, Inc.
2021 Research Drive
Annapolis, Maryland 21401
Re: FTI Consulting, Inc.
Ladies and Gentlemen:
We have acted as counsel to FTI Consulting, Inc., a Maryland corporation
(the "Company"), in connection with the preparation by the Company of a
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on or about January 29, 1999 (the "Registration Statement") under the
Securities Act of 1933, as amended, for the registration of 16,800 shares of
Common Stock, $.01 par value per share (the "Shares"), of the Company granted to
outside directors of the Company pursuant to written agreements with those
directors. For the purposes of this opinion, we have examined and relied upon
such documents, records, certificates and other instruments as we have deemed
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 herein,
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 exercise price established pursuant to the
written agreements between the Company and the grantees.
We are members of the bar of the District of Columbia and the State of
Maryland and do not hold ourselves out as being experts in the law of any other
state. This opinion is limited to the laws of the United States and the general
corporation law of Maryland. Our opinion is rendered only with respect to the
laws and the rules, regulations and orders thereunder that are currently in
effect.
<PAGE>
FTI Consulting, Inc.
January 29, 1999
Page 2
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 or about
January 29, 1999, and should not be quoted in whole or in part or otherwise be
referred to, nor otherwise be filed with or 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/ JOHN B. WATKINS
------------------------------------
John B. Watkins, a partner
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference, in the Registration Statement
(Form S-8) pertaining to 16,800 shares granted to outside directors pursuant to
written agreements with those directors of FTI Consulting Inc., of our reports
(a) dated January 31, 1998 with respect to the consolidated financial statements
of FTI Consulting, Inc. included in the Annual Report (Form 10-KSB) for the year
ended December 31, 1997, (b) dated July 24, 1998 with respect to the combined
financial statements of Kahn Consulting, Inc. as of and for the years ended
December 31, 1996 and 1997 included in the Current Report (Form 8-K/A), and (c)
dated July 31, 1998 with respect to the financial statements of S.E.A. Inc. as
of and for the years ended December 31, 1996 and 1997 included in the Current
Report (Form 8-K/A), each filed with the Securities and Exchange Commission.
Baltimore, Maryland
January 28, 1999
