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As filed with the Securities and Exchange Commission on October 17, 2000
Registration No. 333-45278
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-2
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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FTI CONSULTING, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-1261113
(State of Incorporation) (I.R.S. Employer Identification No.)
2021 Research Drive
Annapolis, MD 21401
(410) 224-8770
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Jack B. Dunn, IV
Chief Executive Officer and Chairman
2021 Research Drive
Annapolis, MD 21401
(410) 224-8770
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of all communications, including all communications sent to the agent
for service, should be sent to:
Richard C. Tilghman, Jr., Esquire Scott C. Penwell, Esquire
Piper Marbury Rudnick & Wolfe LLP Duane, Morris & Heckscher LLP
6225 Smith Avenue 305 North Front Street
Baltimore, Maryland 21209 5th Floor, P. O. Box 1003
(410) 580-3000 Harrisburg, Pennsylvania 17108-1003
(717) 237-5500
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [_]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(A)(1) of this Form, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
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INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The Company estimates that expenses in connection with the offering described
in this registration statement (other than underwriting and brokerage discounts
and commissions) will be as follows:
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<S> <C>
SEC Registration Fee............................................... $ 12,619
NASD Filing Fee.................................................... 5,280
AMEX Application Fee............................................... 17,500
Printing and Engraving Fees........................................ 100,000
Legal Fees and Expenses............................................ 150,000
Accounting Fees and Expenses....................................... 150,000
Transfer Agent and Registrar's Fees................................ 5,000
Miscellaneous Expenses............................................. 9,601
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Total............................................................ $450,000
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All expenses are estimates, other than the filing fees payable to the
Securities and Exchange Commission, the NASD and the American Stock Exchange.
Item 15. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law permits indemnification
of directors, officers, agents and controlling persons of a corporation under
certain conditions and subject to certain limitations. FTI's Charter and Bylaws
include provisions requiring that FTI indemnify its directors and officers to
the fullest extent permitted by Maryland General Corporation Law, including
circumstances in which indemnification is otherwise discretionary.
Item 16. Exhibits.
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<CAPTION>
Exhibit
No. Description
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<C> <S>
1.1 Form of Underwriting Agreement#
3.1 Amended and Restated Articles of Incorporation*
3.2 By-laws*
3.3 Amendment to Articles of Incorporation**
3.4 Amendment No. 1 to By-laws**
4.1 Specimen Common Stock Certificate***
4.2 Form of Series A Stock Purchase Warrant dated as of February 4, 2000,
by and between the Company and each of the lenders named in the
Investment and Loan Agreement dated as of February 4, 2000 (schedules
and exhibits omitted)****
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP
10.1 1992 Stock Option Plan, as amended*
10.2 1997 Stock Option Plan, as amended*****
10.3 Employment Agreement dated as of January 1, 1996, between Forensic
Technologies International Corporation and Jack B. Dunn, IV*
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<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <S>
10.4 Employment Agreement dated as of January 1, 1996, between Forensic
Technologies International Corporation and Joseph R. Reynolds, Jr.*
10.5 Employee Stock Purchase Plan+
10.6 Stock Purchase Agreement dated as of June 30, 1998, by and among FTI
Consulting, Inc., Klick, Kent & Allen, Inc. and the stockholders named
therein++
10.7 Stock Purchase Agreement dated as of September 25, 1998, by and among
FTI Consulting, Inc., Glenn R. Baker and Dennis A. Guenther+++
10.8 Stock Purchase Agreement dated as of September 17, 1998, by and among
FTI Consulting, Inc., Kahn Consulting, Inc., KCI Management Corp. and
the stockholders named therein++++
10.9 LLC Membership Interests Purchase Agreement dated as of January 31,
2000, by and among FTI Consulting, Inc., and Michael Policano and
Robert Manzo (schedules and exhibits omitted)+++++
10.10 Credit Agreement dated as of February 4, 2000, by and among FTI
Consulting, Inc. and its subsidiaries named therein, Newcourt
Commercial Finance Corporation, an affiliate of The CIT Group, Inc.,
and the other agents and lenders named therein (schedules and exhibits
omitted)+++++
10.11 Investment and Loan Agreement dated as of February 4, 2000, by and
among FTI Consulting, Inc. and its subsidiaries named therein, Jack B.
Dunn, IV, Stewart J. Kahn, Allied Capital Corporation and the other
lenders named therein (schedules and exhibits omitted)+++++
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Piper Marbury Rudnick & Wolfe LLP (contained in Exhibit
5.1)
24.1 Power of Attorney#
99.1 Ernst & Young LLP Report on Financial Statement Schedule#
99.2 Valuation and Qualifying Accounts Schedule#
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* Incorporated by reference from the Company's Registration Statement on
Form SB-1, as amended (File No. 333-2002).
** Incorporated by reference from the Company's Registration Statement on
Form 8-A (File No. 001-14875).
*** Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended December 31, 1998.
**** Incorporated by reference from the Company's Current Report on Form 8-K
filed February 15, 2000.
***** Incorporated by reference from the Company's Registration Statement on
Form S-8 (File No. 333-32160).
+ Incorporated by reference from the Company's Registration Statement on
Form S-8 (File No. 333-30357).
++ Incorporated by reference from the Company's Current Report on Form 8-K
filed July 15, 1998.
+++ Incorporated by reference from the Company's Current Report on Form 8-K
filed October 13, 1998.
++++ Incorporated by reference from the Company's Current Report on Form 8-K
filed October 2, 1998.
+++++ Incorporated by reference from the Company's Current Report on Form 8-K
filed February 15, 2000.
# Previously filed.
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Item 17. Undertakings.
(a) 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
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 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.
(b) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Amendment No. 3 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Baltimore, Maryland, on this 17th day of October,
2000.
FTI Consulting, Inc.
/s/ Jack B. Dunn, IV
By: _________________________________
Jack B. Dunn, IV
Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Jack B. Dunn, IV Chief Executive Officer October 17, 2000
______________________________________ (principal executive
Jack B. Dunn, IV officer) and Chairman of
the Board
* President, Chief Operating October 17, 2000
______________________________________ Officer and Director
Stewart J. Kahn
/s/ Theodore I. Pincus Executive Vice President, October 17, 2000
______________________________________ Chief Financial Officer
Theodore I. Pincus (principal financial
accounting officer) and
Secretary
* Director October 17, 2000
______________________________________
Scott S. Binder
* Director October 17, 2000
______________________________________
Denis J. Callaghan
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<CAPTION>
Signature Title Date
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<S> <C> <C>
* Director October 17, 2000
______________________________________
James A. Flick
* Director October 17, 2000
______________________________________
Peter F. O'Malley
* Director October 17, 2000
______________________________________
Dennis J. Shaughnessy
* Director October 17, 2000
______________________________________
George P. Stamas
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/s/ Jack B. Dunn, IV
*By: ____________________________
Jack B. Dunn, IV
Attorney-in-fact
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