<PAGE>
As filed with the Securities and Exchange Commission on March 10, 2000
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 registrant 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
Chairman of the Board and
Chief Executive Officer
FTI Consulting, Inc.
2021 Research Drive
Annapolis, Maryland 21401
(410) 841-5545
(Name, address and telephone number of agent for service)
----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee(2)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 150,000 shares $7.16 $1,074,000 $284
=================================================================================================================
</TABLE>
(1) An aggregate of 3,150,000 shares of Common Stock may be offered or issued
pursuant to the FTI Consulting, Inc. 1997 Stock Option Plan, as amended, of
which 3,000,000 shares were previously registered on Form S-8 (File No. 333-
30357) and 150,000 shares are registered hereunder. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, as amended, this Registration
Statement also covers an indeterminate number of shares of Common Stock that
may be offered or issued by reason of stock splits, stock dividends or
similar transactions.
(2) Estimated solely for the calculation of the registration fee. The
registration fee has been calculated with respect to the additional
securities registered on this Form S-8 only, on the basis of the average of
the high and low prices reported on The American Stock Exchange on March 7,
2000.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the Registration Statement of FTI Consulting, Inc.,
formerly known as Forensic Technologies International Corporation (the
"Company"), on Form S-8 (File No. 333-30357) filed with the Securities and
Exchange Commission on June 30, 1997, as amended by Post-Effective Amendment No.
1 to the Registration Statement filed with the Commission on February 1, 1999
and by Post-Effective Amendment No. 2 to the Registration Statement filed with
the Commission on November 19, 1999, are incorporated by reference herein.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities remaining unsold shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement.
Item 8. Exhibits.
Number Description
4.1* Amended and Restated Articles of Incorporation of the Registrant.
4.2* Restated By-Laws of the Registrant.
4.3** Amendment to Amended and Restated Articles of Incorporation.
4.4** Amendment No.1 to Restated By-Laws.
4.5 1997 Stock Option Plan, as amended.
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP.
23.1 Consent of Independent Public Auditors.
23.2 Consent of Piper Marbury Rudnick & Wolfe LLP (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).
-1-
<PAGE>
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Annapolis, Maryland as of March 10, 2000.
FTI CONSULTING, INC.
By: /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 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 this Registration Statement on Form S-8, 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, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
/s/ Jack B. Dunn, IV
_________________________ Chairman of the Board and March 10, 2000
Jack B. Dunn, IV Chief Executive Officer
(Principal Executive Officer)
/s/ Stewart J. Kahn
_________________________ President and Director March 10, 2000
Stewart J. Kahn
/s/ Theodore I. Pincus
_________________________ Executive Vice President and March 10, 2000
Theodore I. Pincus Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Scott S. Binder
_________________________ Director March 10, 2000
Scott S. Binder
/s/ James A. Flick
_________________________ Director March 10, 2000
James A. Flick
/s/ Peter F. O'Malley
_________________________ Director March 10, 2000
Peter F. O'Malley
/s/ Dennis J. Shaughnessy
_________________________ Director March 10, 2000
Dennis J. Shaughnessy
/s/ George P. Stamas
_________________________ Director March 10, 2000
George P. Stamas
-2-
<PAGE>
EXHIBIT 4.5
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, May 19, 1999 and February
15, 2000, to provide options ("Options") to purchase shares of
the Company's common stock (the "Common Stock") to employees and
outside directors and direct grants of shares of Common Stock to
employees.
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
through meetings of a majority of its members or by unanimous
consent.
<PAGE>
GRANTING OF Subject to the terms of the Plan, the Administrator will, in its
OPTIONS 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 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.
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<PAGE>
FAIR MARKET FAIR MARKET VALUE of a share of Common Stock for purposes of the
VALUE 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.
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
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<PAGE>
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 the
FORMULA GRANTS Board at 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 PRICE The Exercise Price of each Option granted to an Eligible
Director will be the Fair Market Value on the Date of Grant.
EXERCISE A Formula Option granted upon each Eligible Director's first
SCHEDULE 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 optionee
EXERCISE must:
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.
-4-
<PAGE>
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.
OPTION No one may exercise an Option more than ten years after its Date
EXPIRATION 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 or
TERMINATION 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
-5-
<PAGE>
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 and
AGREEMENT 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
TO PLAN CHANGES, the aggregate number of shares of Common Stock that may
be issued under the Options may not exceed 3,150,000 shares, the
aggregate number of shares of Common Stock that may be issued
pursuant to direct grants of Common Stock may not exceed 150,000
shares, and the aggregate number of shares of Common Stock that
may be issued under the Options that qualify as ISOs may not
exceed 3,000,000 shares. No individual may receive Options or
direct grants 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 duly
MAY EXERCISE 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
-6-
<PAGE>
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 shall
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 outstanding Option, the 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 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 in
CHANGE 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.
-7-
<PAGE>
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 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.
DIRECT GRANTS The Company may grant shares of Common Stock to its employees and
to the employees of its Subsidiaries. Subject to the terms of
the Plan, the Administrator will, in its sole discretion,
determine the recipients of such grants, the terms of such
grants, and the form of payment for such grants, including no
consideration or such minimum consideration as may be required by
law, as it shall determine. The Administrator's determinations
under the Plan need not be uniform and need not consider whether
possible recipients are similarly situated.
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
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<PAGE>
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 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 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 Unless a registration statement under the Securities Act covers
FOR the shares of Common Stock an optionee receives upon exercise
INVESTMENT of his Option, the Administrator may require, at the time of AND
RESTRICTIONS OTHER 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
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<PAGE>
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 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 The optionee must satisfy all applicable Federal, state and
WITHHOLDING 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 otherwise
AND PLEDGES 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 time,
TERMINATION without the consent of the optionees or their beneficiaries;
OF PLAN AND provided, however, that no amendment will deprive any optionee
OPTIONS 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
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<PAGE>
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.
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 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 or
OTHER PLANS 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 individual
LIABILITY 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 Unless the FTI Board extends the Plan's term, the
PLAN 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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APPROVAL OF The Plan must be submitted to the stockholders of the Company for
STOCKHOLDERS 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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EXHIBIT 5.1
[LETTERHEAD APPEARS HERE]
March 9, 2000
FTI Consulting, Inc.
2021 Research Drive
Annapolis, Maryland 21401
Ladies and Gentlemen:
We have acted as counsel for FTI Consulting, Inc., a Maryland corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission of the Registration Statement on Form S-8
(the "Registration Statement") registering 150,000 shares (the "Shares") of
Common Stock, par value $.01 per share, of the Company issuable under the FTI
Consulting, Inc. 1997 Stock Option Plan, as amended (the "Plan").
We have examined copies of the Company's charter, its bylaws, as amended
and restated and in effect on the date hereof, the Plan, all resolutions adopted
by the Company's Board of Directors relating to the authorization of the
issuance of the Shares and such other records and documents that we have deemed
necessary for the purpose of the rendering of this opinion. In such examination
of the aforesaid documents, we have assumed, without independent investigation,
the genuineness of all signatures, the legal capacity of all individuals who
have executed any of the aforesaid documents, the authenticity of all documents
submitted to us as originals, the conformity with originals of all documents
submitted to us as copies (and the authenticity of the originals of such
copies), and the accuracy and completeness of all public records reviewed by us.
As to factual matters material to this opinion, we have relied on statements and
certificates of officers of the Company.
Based upon the foregoing, we are of the opinion that the Shares issuable
under the Plan have been duly authorized and, when issued in accordance with the
Plan, will be validly issued, fully paid and non-assessable.
The opinion set forth herein is limited to matters governed by the laws of
the State of Maryland and the federal laws of the United States of America, and
we express no opinion as to any other laws. We hereby consent to the filing of
this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333-_______), pertaining to the FTI Consulting, Inc. 1997 Stock Option
Plan, as amended, of our report dated March 30, 1999, with respect to the
consolidated financial statements and schedule of FTI Consulting, Inc. included
in its 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
March 3, 2000
