As Filed with the Securities and Exchange Commission on November 19, 1999
Registration No. 333-30357
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
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>
Common Stock, 1,000,000 shares $5.88 $5,880,000 $1,634.64
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. The 1997
Stock Option Plan was amended effective May 19, 1999 to increase the number of
shares of Common Stock reserved for issuance from 2.0 million to 3.0 million
shares of Common Stock.
(2) The registration fee has been calculated on the basis of the average of the
high and low prices reported on The American Stock Exchange ("AMEX") on November
17, 1999.
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES.
The contents of the Registration Statement of FTI Consulting, Inc. (formerly
known as Forensic Technologies International Corporation) on Form S-8 (File No.
333-30357) filed with the Securities and Exchange Commission on June 30, 1997
and as amended by Post-Effective Amendment No.1 for the Registration Statement
filed with the Commission on February 1, 1999 are incorporated by reference
herein. The number of shares of Common Stock, par value $.01 per share ("Common
Stock"), reserved for sale upon exercise of stock options granted pursuant to
the 1997 Stock Option Plan, as amended, of FTI Consulting, Inc. is increased by
an additional 1,000,000 shares of Common Stock to a total of 3,000,000 shares of
Common Stock. This Post-Effective Amendment No. 2 to the Registration Statement
on Form S-8 (File No. 333-30357) is filed for the purpose of registering the
additional 1,000,000 shares of Common Stock reserved thereunder.
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 November 1, 1999, Mr. Stamas was the beneficial owner of 5,838
shares of Common Stock and stock options to purchase 35,600 shares of Common
Stock of the Company.
-1-
<PAGE>
ITEM 8. EXHIBITS
Number Description
3.1* Amended and Restated Articles of Incorporation
of the Registrant.
3.2* Restated By-Laws of the Registrant.
3.3** Amendment to Amended and Restated Articles of
Incorporation
3.4** Amendment No.1 to Restated By-Laws
4.4** Specimen certificate representing the Common
Stock of Registrant.
5.1 Opinion of Wilmer, Cutler & Pickering.
10.6 1997 Stock Option Plan, as amended May 19, 1999.
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).
** Incorporated herein by reference from the Registrant's
Registration Statement on Form 8-A filed with the Commission
on March 3, 1999 (File No. 001-14875).
-2-
<PAGE>
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
Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File
No. 333-30357) to be signed on its behalf by the undersigned, thereunto duly
authorized, in Annapolis, Maryland on November 17, 1999.
FTI CONSULTING, INC.
/s/ JACK B. DUNN, IV
-------------------------
Jack B. Dunn, IV
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that Jack B. Dunn, Iv has been 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 the Registration Statement on Form S-8 (File No.
333-30357) filed on June 30, 1997 and amended on February 1, 1999 and November
19, 1999, 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 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 November 17, 1999
Executive Officer
(principal executive officer)
/s/ STEWART KAHN
- ----------------------
Stewart Kahn President and Chief Operating November 17, 1999
Officer
/s/ THEODORE I. PINCUS
- ----------------------
Theodore I. Pincus Executive Vice President and November 17, 1999
Chief Financial Officer
(principal financial
and accounting officer)
</TABLE>
-3-
<PAGE>
*
- ----------------------
James A. Flick Director November 17, 1999
*
- ----------------------
Peter F. O'Malley Director November 17, 1999
*
- ----------------------
Dennis J. Shaughnessy Director November 17, 1999
*
- ----------------------
George P. Stamas Director November 17, 1999
* Director November 17, 1999
- ----------------------
Scott S. Binder
*By: /s/ JACK B. DUNN, IV
-----------------------------------------
Jack B. Dunn, IV, as Attorney-in-Fact
-4-
WILMER, CUTLER & PICKERING
100 LIGHT STREET
BALTIMORE, MD 21202 WASHINGTON
_________ BALTIMORE
NEW YORK
TELEPHONE (410) 986-2800 LONDON
FACSIMILE (410) 986-2828 BRUSSELS
BERLIN
November 17, 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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-8
filed with the Securities and Exchange Commission on or about November 19, 1999
(the "Registration Statement") under the Securities Act of 1933, as amended, for
the registration of 1,000,000 shares of Common Stock, $.01 par value per share
(the "Shares"), of the Company reserved for sale upon exercise of stock options
granted pursuant to the 1997 Stock Option Plan, as amended. 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 1997 Stock Option Plan, as amended.
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.
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 Post-Effective Amendment
No. 2 to the Registration Statement on or about November 19, 1999, and should
not be quoted in whole or in part or otherwise be referred to, nor otherwise be
filed with
<PAGE>
FTI Consulting, Inc.
November 17, 1999
Page 2
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 10.6
FTI CONSULTING, INC.
1997 STOCK OPTION PLAN, AS AMENDED
PURPOSE FTI Consulting, Inc., a Maryland corporation ("FTI" or the
"COMPANY"), wishes to recruit, reward, and retain employees
and outside directors. To further these objectives, the
Company hereby sets forth the FTI Consulting, Inc. 1997
Stock Option Plan (the "PLAN"), effective, as of March 25,
1997 (the "EFFECTIVE DATE"), and amended as of May 20, 1998
and May 19, 1999, to provide options ("OPTIONS") to
employees and outside directors to purchase shares of the
Company's common stock (the "COMMON STOCK").
OPTIONEES All Employees of FTI and the Eligible Subsidiaries are
eligible for option grants under this Plan, as are the
directors of FTI and the Eligible Subsidiaries who are not
employees ("ELIGIBLE DIRECTORS"). Eligible employees and
directors become optionees when the Administrator grants
them an option under this Plan. The Administrator may also
grant options to 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 of FTI (the "COMPENSATION COMMITTEE").
The Board may also 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 FTI 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 employees of FTI. 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 other than a Formula Option. The
Administrator may act
- ------------------------------------------------------------------------------
FTI 1997 Stock Option Plan
Page 1 of 13
<PAGE>
through meetings of a majority of its members or by
unanimous consent.
GRANTING OF Subject to the terms of the Plan, the Administrator will,
OPTIONS in its sole discretion, determine the recipients of option
grants, the terms of such grants, 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 optionees
are similarly situated.
Options granted to employees may be nonqualified stock
options ("NQSOs") or incentive stock options ("ISOs")
within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended from time to time (the "Code"), or
the corresponding provision of any subsequently enacted tax
statute. Options granted to Eligible Directors must be
NQSOs.
The Administrator may also grant Options in substitution
for options held by individuals who become employees of the
Company or of an Eligible Subsidiary as a result of the
Company's acquiring the individual's employer. If necessary
to conform the Options to the options for which they are
substitutes, the Administrator may grant substitute Options
under terms and conditions that vary from those the Plan
otherwise requires.
DATE OF GRANT The DATE OF GRANT will be the date as of which the
Administrator awards an Option to an optionee, as specified
in the Administrator's minutes, or as specified in this
Plan.
EXERCISE PRICE The EXERCISE PRICE is the value of the consideration
that an optionee must provide under an Option Agreement in
exchange for one share of Common Stock. The Administrator
will determine the Exercise Price under each Option. The
Administrator may set the Exercise Price of an Option
without regard to the Exercise Price of any other Options
granted at the same or any other time.
The Exercise Price per share for NQSOs may not be less than
50% of the Fair Market Value of a share on the Date of
Grant. If an Option is intended to be an ISO, the Exercise
Price per share may not be less than 100% of the Fair
Market Value (on the Date of Grant) of a share of Stock
covered by the Option; provided, however, that if the
employee
- ------------------------------------------------------------------------------
FTI 1997 Stock Option Plan
Page 2 of 13
<PAGE>
would otherwise be barred from receiving an ISO by reason
of the provisions of Code Sections 422(b)(6) and 424(d)
(relating to more than 10% stockholders), the Exercise
Price of an Option that is intended to be an ISO may not be
less than 110% of the Fair Market Value (on the Date of
Grant) of a share of Stock covered by the Option.
FAIR MARKET FAIR MARKET VALUE of a share of Common Stock for purposes
VALUE of the Plan will be determined as follows:
if the Common Stock is traded on a national securities
exchange, the closing sale price on that date;
if the Common Stock is not traded 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 as
reported by Nasdaq 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 shall 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 Company may use the consideration it receives from the
optionee for general corporate purposes.
EXERCISABILITY The Administrator will determine the times and conditions
for exercise of each Option but may not extend the period
for exercise beyond the tenth anniversary of its Date of
Grant.
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.
- ------------------------------------------------------------------------------
FTI 1997 Stock Option Plan
Page 3 of 13
<PAGE>
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.
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 will be applied by taking Options into
account in the order in which such Options were granted.
DIRECTOR Each Eligible Director who is first elected or appointed to
FORMULA GRANTS the Board the first ANNUAL MEETING of the Stockholders
following the Effective Date (i.e., after the 1998 MEETING)
will receive a FORMULA OPTION as of his election or
appointment to purchase 16,000 shares of Common Stock. Each
Eligible Director serving on the Board of Directors at an
Annual Meeting whose term will continue beyond that Meeting
will receive a FORMULA OPTION as of that Meeting to
purchase 12,500 shares of Common Stock.
EXERCISE The Exercise Price of each Option granted to an Eligible
PRICE Director will be the Fair Market Value on the Date of
Grant.
EXERCISE A Formula Option granted upon each Eligible Director's
SCHEDULE first election or appointment to the Board will become
exercisable for one-third of the shares it covers on the
first anniversary of the Date of Grant, two-thirds of the
shares it covers on the second anniversary of the Date of
Grant and for the remaining one-third of the shares it
covers on the third anniversary of the Date of Grant. A
Formula Option granted each Eligible Director for
succeeding Annual Meetings will become exercisable for
one-half of the shares it covers six months after the Date
of Grant, and for the remaining one-half of the shares it
covers on the first anniversary of the Date of Grant. A
Formula Option will become exercisable in its entirety upon
the director's death, disability or attainment of age 70.
Options will be forfeited to the extent they are not then
exercisable if a director resigns or fails to be reelected
as a director.
METHOD OF To exercise any exercisable portion of an Option, the
EXERCISE optionee must:
- ------------------------------------------------------------------------------
FTI 1997 Stock Option Plan
Page 4 of 13
<PAGE>
Deliver a written 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 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 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 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.
Payment in full of the Exercise Price need not
accompany the written notice of exercise provided the
notice directs that the stock certificates 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 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.
If the Administrator agrees to payment through the
tender to the Company of shares of Common Stock, the
individual must have held the stock being tendered 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 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.
- ------------------------------------------------------------------------------
FTI 1997 Stock Option Plan
Page 5 of 13
<PAGE>
OPTION No one may exercise an Option more than ten years after its
EXPIRATION Date of Grant (or five years, for an ISO granted to a
more-than-10% stockholder). 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 date of termination of employment (other than for death
TERMINATION 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, including retirement. 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;
DISABILITY For disability, the earlier of (i) the first anniversary of
the optionee's termination of employment for disability and
(ii) thirty (30) days after the optionee no longer has a
disability, where disability means the inability to engage
in any substantial gainful activity by reason 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 twelve months; or
DEATH The date twelve 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 employee violates any covenant not to compete in
effect between the Company and the former employee.
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.
OPTION Option Agreements will set forth the terms of each Option
AGREEMENT 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.
STOCK SUBJECT Except as adjusted below under SUBSTANTIAL CORPORATE
CHANGES, the
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FTI 1997 Stock Option Plan
Page 6 of 13
<PAGE>
TO PLAN aggregate number of shares of Common Stock that may be
issued under the Options (whether ISOs or NQSOs) may not
exceed 3,000,000 shares and no individual may receive
Options under the Plan for more than 500,000 shares in a
calendar year. 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. 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
such shares upon the exercise of the Option.
The Company will not issue fractional shares pursuant to
the exercise of an Option, 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, only the optionee or his
MAY EXERCISE 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
UPON CHANGES shall promptly take) or its stockholders, and subject to
IN CAPITAL STOCK the provisions of applicable corporate law, if, after the
Date of Grant of an Option,
the outstanding shares of Common Stock increase or
decrease or change into or are exchanged for a
different number or kind of security by reason 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
- ------------------------------------------------------------------------------
FTI 1997 Stock Option Plan
Page 7 of 13
<PAGE>
some other increase or decrease in such Common Stock
occurs without the Company's receiving consideration,
the Administrator will 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. 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 Administrator will make a commensurate change to the
maximum number and kind of shares provided in the STOCK
SUBJECT TO PLAN section.
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.
SUBSTANTIAL Upon a SUBSTANTIAL CORPORATE CHANGE, the Plan and the
CORPORATE Options will terminate unless provision is made in writing
CHANGE 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 corporation, 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.
Unless the Board determines otherwise, if an Option would
otherwise terminate pursuant to the preceding sentence, the
optionee will have the right, at such time before the
consummation of the transaction causing such termination as
the Board reasonably designates, to exercise any
- ------------------------------------------------------------------------------
FTI 1997 Stock Option Plan
Page 8 of 13
<PAGE>
unexercised portions of the Option, whether or not they had
previously become exercisable. However, the acceleration
will not occur if it would render unavailable "pooling of
interest" accounting for any reorganization, merger, or
consolidation of the Company.
A SUBSTANTIAL CORPORATE CHANGE means the
dissolution or liquidation of the Company,
merger, consolidation, or reorganization of the Company
with one or more corporations in which the Company is
not the surviving corporation,
the sale of substantially all of the assets of the
Company to another corporation, or
any transaction (including a merger or reorganization
in which the Company survives) approved by the Board
that results in any person or entity (other than any
affiliate of the Company as defined in Rule 144(a)(1)
under the Securities Act) owning 100% of the combined
voting power of all classes of stock of the Company.
SUBSIDIARY Employees of Company Subsidiaries will be entitled to
EMPLOYEES participate in the Plan, except as otherwise designated by
the Board of Directors or the Committee.
Eligible Subsidiary means each of the Company's
Subsidiaries, except as the Board 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 ISO is granted to a
Participant under the Plan, each of the corporations (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 one of the other corporations in
such chain. For NQSOs, the Board or the Committee can use a
different definition of Subsidiary in its discretion.
LEGAL The Company will not issue any shares of Common Stock under
COMPLIANCE an 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
- ------------------------------------------------------------------------------
FTI 1997 Stock Option Plan
Page 9 of 13
<PAGE>
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 is otherwise
prohibited by Federal or state laws.
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 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 deemed amended to the
extent necessary to conform to such laws, rules and
regulations.
PURCHASE FOR Unless a registration statement under the Securities Act
INVESTMENT covers the shares of Common Stock an optionee receives upon
AND OTHER exercise of his Option, the Administrator may require, at
RESTRICTIONS the time of such 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
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, and
such sale or transfer complies with all other
applicable laws, rules and regulations, including
all applicable Federal and state securities laws,
rules and regulations.
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
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FTI 1997 Stock Option Plan
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<PAGE>
into other applicable documents, including 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.
TAX WITHHOLDING The optionee must satisfy all applicable Federal, state and
local income and employment tax withholding requirements
before the Company will deliver stock certificates 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 required by withholding. Payment of
withholding obligations is due at the same time as is
payment of the Exercise Price. If the Committee 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).
TRANSFERS, Unless the Administrator otherwise approves in advance in
ASSIGNMENTS, writing, an Option may not be assigned, pledged or
AND PLEDGES 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 Rule 16b-3 then applies to
an Option, the optionee may not transfer or pledge shares
of Common Stock acquired upon exercise of an Option until
at least six (6) months have elapsed from (but excluding)
the Date of Grant, unless the Administrator approves
otherwise in advance in writing.
AMENDMENT OR The Board may amend, suspend or terminate the Plan at any
TERMINATION time, without the consent of the optionees or their
OF PLAN AND beneficiaries; PROVIDED, HOWEVER, that no amendment will
OPTIONS deprive any optionee or beneficiary of any previously
declared Option. Except as required by law or by the
CORPORATE 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 adversely affect
the optionee. No amendment, suspension or termination of
the Plan will, without the optionee's or beneficiary's
consent, terminate or adversely affect any right or
obligations under any outstanding Options.
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FTI 1997 Stock Option Plan
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<PAGE>
PRIVILEGES OF No optionee and no beneficiary or other person claiming
STOCK OWNERSHIP under or through such optionee will have any right, title
or interest in or to any shares of Common Stock allocated
or reserved under the Plan or subject to any Option except
as to such shares of Common Stock, if any, that have been
issued to such optionee.
EFFECT ON 1992 No additional options will be granted under the Forensic
OPTION PLAN Technologies International Corporation 1992 Stock Option
Plan.
EFFECT ON Whether exercising an Option causes the optionee to accrue
OTHER PLANS or receive additional benefits under any pension or other
plan is governed solely by the terms of such other plan.
LIMITATIONS ON Notwithstanding any other provisions of the Plan, no
LIABILITY individual acting as a director, employee or agent of the
Company shall 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 shall 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, 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 FTI 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 optionee. The Plan
does not give the optionee any right to be retained in the
Company's employ nor does it enlarge or diminish the
Company's right to terminate the optionee's employment.
APPLICABLE LAW The laws of the State of Maryland (other than its choice of
law provisions) govern this Plan and its interpretation.
DURATION OF PLAN Unless the FTI Board extends the Plan's term, the
Administrator may not grant Options after March 25, 2007.
The Plan will then terminate but will continue to govern
unexercised and unexpired Options.
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FTI 1997 Stock Option Plan
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<PAGE>
APPROVAL OF The Plan must be submitted to the stockholders of the
STOCKHOLDERS Company for their approval within 12 months after the Board
of Directors of the Company adopts the Plan. The adoption
of the Plan is conditioned upon the approval of the
stockholders of the Company and failure to receive their
approval will render the Plan and any outstanding options
thereunder void and of no effect.
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FTI 1997 Stock Option Plan
Page 13 of 13
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference, in Amendment No. 2 to the
Registration Statement (Form S-8 No. 333-30357) pertaining to the 1997 Stock
Option Plan (as Amended) of FTI Consulting, Inc., of our report dated March 30,
1999 with respect to the consolidated financial statements and schedule of FTI
Consulting, Inc. and subsidiaries included in the Annual Report (Form 10-K) for
the year ended December 31, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Baltimore, Maryland
November 16, 1999
