<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1997
REGISTRATION NO. 333-39135
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THOMAS GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 72-0843540
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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5215 N. O'CONNOR BOULEVARD ROGER A. CRABB
SUITE 2500 LEGAL COUNSEL AND SECRETARY
IRVING, TEXAS 75039-3714 5215 N. O'CONNOR BOULEVARD
(972) 869-3400 SUITE 2500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE IRVING, TEXAS 75039-3714
NUMBER, INCLUDING AREA CODE, (972) 869-3400
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
DAVID H. ODEN
HAYNES AND BOONE, L.L.P.
3100 NATIONSBANK PLAZA
901 MAIN STREET
DALLAS, TEXAS 75202
(214) 651-5000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities Amount to Be Offering Price Per Aggregate Registration
To Be Registered Registered Unit (2) Offering Price Fee (3)
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Common Stock, $.01 par value 1,400,000 $12.00 $16,800,000 $5,901.00
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(1) All of the 1,400,000 shares to be registered hereunder are being offered
by a selling stockholder of the Company.
(2) Estimated pursuant to paragraph (c) of Rule 457 promulgated under the
Securities Act of 1933, as amended, solely for purposes of calculating
the registration fee, based upon the average of the high and low sale
prices at which shares of Common Stock were sold on December 1, 1997 on
the NASDAQ National Market System.
(3) $4,508.00 of this fee was paid in conjunction with the original filing
on October 31, 1997.
-----------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE> 3
SUBJECT TO COMPLETION, DATED DECEMBER 3, 1997
PROSPECTUS
1,400,000 SHARES
Thomas Group, Inc.
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Prospectus relates to an aggregate of 1,400,000 shares (the
"Shares") of common stock, par value $0.01 per share (the "Common Stock"), of
Thomas Group, Inc. ("Thomas Group" or the "Company") which may be offered and
sold from time to time by one stockholder of the Company (the "Selling
Stockholder"). See "Selling Stockholder" and "Plan of Distribution."
The Shares may be sold by the Selling Stockholder directly or indirectly
through agents, dealers or underwriters from time to time in one or more
transactions on the NASDAQ National Market System or such exchanges on which
the Common Stock is then listed, or in privately negotiated transactions at
prices related to such market prices, at negotiated prices or at fixed prices.
The Company will not receive any proceeds from the sale(s) of Common Stock by
the Selling Stockholder. See "Plan of Distribution."
The Selling Stockholder will bear all discounts and commissions paid to
broker-dealers in connection with the sale of the Shares. Other offering
expenses will be borne by the Company.
The Selling Stockholder and any broker/dealers, agents or underwriters
that participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any commissions, discounts or concessions received
by them and any profit on the resale of the Shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
The Common Stock is listed on the NASDAQ National Market System under
the symbol "TGIS". On December 1, 1997, the closing sale price per share of
the Common Stock, as reported on the NASDAQ National Market System, was $12.25.
_________________________________
SEE "RISK FACTORS" WHICH BEGINS ON PAGE 7 OF THIS PROSPECTUS FOR A
DISCUSSION OF CERTAIN MATTERS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
INVESTORS.
_________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________________
The date of this Prospectus is December 3, 1997.
<PAGE> 4
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in or incorporated by
reference in this Prospectus and, if given or made, such other information or
representation must not be relied upon as having been authorized by the
Company, the Selling Stockholder or any other person. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that the information herein is correct as of any time
subsequent to the date hereof nor that there has been no change in the affairs
of the Company since such date. This Prospectus does not constitute an offer
to sell or a solicitation of any offer to buy by anyone in any jurisdiction in
which such offer or solicitation is not qualified to be made, or to anyone to
whom it is unlawful to make such offer or solicitation.
TABLE OF CONTENTS
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Page
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Available Information.................................................. 4
Incorporation of Certain Documents by Reference........................ 5
Special Note Regarding Forward-Looking Statements...................... 5
The Company............................................................ 6
Risk Factors........................................................... 12
Use of Proceeds........................................................ 16
Selling Stockholder.................................................... 16
Plan of Distribution................................................... 16
Legal Matters.......................................................... 16
Experts................................................................ 16
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information filed with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material also can be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates. Such reports, proxy statements and other information can also
be inspected at the offices of the National Association of Securities Dealers,
Inc. at 1735 K Street, N.W., Washington, D.C. 20006. The Commission maintains a
World Wide Web site that contains reports, proxy and information statements and
other information regarding registrants, such as the Company, that file
electronically with the Commission. The address of the site is
http://www.sec.gov.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the offering
of the Common Stock made hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock offered
hereby, reference is made to the Registration Statement. Statements contained
in this Prospectus as to the contents of any contract or other document
referred to are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. A copy of the Registration Statement may be inspected without
charge at the offices of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and copies of all or any part thereof may be obtained from the
Public Reference Section of the Commission upon the payment of the
<PAGE> 5
fees prescribed by the Commission. In addition, copies of the Registration
Statement may be obtained from the Commission's World Wide Web site at
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission and are incorporated herein by reference (Commission File No. 1-
10441):
(i) The description of the Company's Common Stock, par value $.01 per
share, contained in the Company's Registration Statement on Form S-1
dated June 15, 1993 (Registration No. 33-64492), as amended by
Amendment No. 1 dated July 27, 1993, Amendment No. 2 dated August 12,
1993, Amendment No. 3 dated August 19, 1993 and Form 8-A filed July 1,
1993 (Registration No. 0-22010).
(ii) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(iii) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997.
(iv) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997.
(v) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of the filing of this Registration
Statement and prior to the end of Offering of the Shares shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
dates 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 Prospectus to the extent that
a statement contained herein or in any other subsequently filed document that
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 a part of
this Prospectus.
THIS PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (WITHOUT EXHIBITS,
UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE) ARE AVAILABLE
WITHOUT CHARGE UPON REQUEST. REQUESTS FOR DOCUMENTS SHOULD BE DIRECTED TO
THOMAS GROUP, INC., 5215 N. O'CONNOR BOULEVARD, SUITE 2500, IRVING, TEXAS
75039-3714 (TELEPHONE: (972) 869-3400) ATTENTION: MELISSA MOORE.
__________________________
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed in this Prospectus and in the documents
incorporated herein by reference that are not strictly historical are forward-
looking statements which should be considered as subject to the many
uncertainties that exist in the Company's operations and business environment.
These uncertainties, which include economic and business conditions that may
impact clients and the Company's performance-oriented fees, timing of contracts
and revenue recognition, competitive and cost factors, are set forth in the
Thomas Group, Inc. Form 10-K for the 1996 fiscal year filed with the
Commission.
<PAGE> 6
THE COMPANY
GENERAL
The Company provides management consulting services designed to improve the
competitiveness and profitability of the Company's clients. The Company's
specific methodology, known as Total Cycle Time, focuses on reducing the time
spent on revenue-producing, product development and administrative processes. By
accelerating these processes using Total Cycle Time methodology, clients are
able to improve responsiveness to customers, accelerate new product design and
introduction and increase quality and productivity, thereby resulting in
improvements in financial performance. The Company's clients are typically large
companies, many of whom are included in the Fortune 1000.
The need for the Company's Total Cycle Time services arises from growing
competitive pressures that affect most industries worldwide and require
companies to respond with faster development and supply of goods and services.
The Company believes this change has been caused by several factors, including
shorter product life cycles, higher quality standards and technological
innovation. Companies that rely on slow, bureaucratic operations risk
deteriorating margins, product obsolescence and loss of market share. Past
competitive advantages such as size, market position and reputation are often no
longer sufficient to maintain a leading competitive position. As a result,
traditional management techniques, which often focus on individual departments
or functional units of a business, rather than processes, may lessen a company's
ability to respond to market opportunities.
Utilizing Total Cycle Time methodology, the Company analyzes a client's
business, assesses potential performance improvements, trains a client's senior
management and employees, and works to implement actions to improve operating
performance. Total Cycle Time services are designed to enable the Company's
clients to achieve quantifiable results, such as improved profitability, greater
productivity, more effective asset utilization and reduced time in developing
and delivering new products to market, thereby making clients more competitive.
Due to the Company's prior success with and confidence in Total Cycle Time
services, the Company generally provides its clients with the option of paying
the Company fixed fees or a combination of fixed fees and incentive fees based
on measurable improvements in a client's business operations.
The Company's software business segment focuses on products and services
that integrate and enhance the Company's business improvement methodologies. The
Company offers SalesWare, which creates an advanced opportunity management
system that is easily embedded into a client's information technology
infrastructure. Additionally, the Company provides paperless warehouse and
distribution systems, including software packages, customization, installation
and training services. Its product line includes a state-of-the-art warehouse
and distribution management system featuring advanced real-time radio frequency
receiving and cycle counting applications.
TOTAL CYCLE TIME
The Total Cycle Time methodology developed and employed by the Company is
used to analyze and reengineer a client's business into components of three
basic processes: the development of new products and services; the production
and delivery of goods and services; and the definition and implementation of
strategies to capitalize on fast response. By defining such processes, the
Company is able to analyze and quantify a client's existing performance levels
using measures of time, productivity, asset utilization, cost and quality. These
measurements are then used to establish operating and financial improvements the
Company believes can be obtained by a client using existing or reduced
resources. Total Cycle Time implementation programs typically span one to three
years.
The Company's activities begin with the assessment of a potential client's
existing level of performance. This assessment typically includes site visits,
interaction with management and an analysis of historical performance. The
Company uses the results of this assessment to determine the estimated operating
and financial improvements that can be obtained by the client using existing or
reduced resources through the implementation of Total Cycle Time. The Company
then analyzes whether a Total Cycle Time program will generate sufficient
benefits to the client prior to proceeding with a proposal.
<PAGE> 7
The Company believes that results from the implementation of Total Cycle
Time programs will be obtained only if the senior executives of a client are
committed to change based on Total Cycle Time. Consequently, the Company
requires that a client's chief executive officer (or chief operating officer of
a business unit) and senior managers attend a four-day CEO workshop tailored
exclusively for the client. The CEO workshop is generally conducted at the
Company's CEO Center, a remote facility located near Baton Rouge, Louisiana. At
the CEO workshop, a client will gain exposure to Total Cycle Time tools, help
define what the client's business is capable of achieving, identify the critical
processes/high leverage areas within the client's company, identify appropriate
measurements for each of the critical processes and learn how the improvement of
critical processes will lead to tangible results. A key objective of the CEO
workshop is that the client build a business team commitment to improve
performance using Total Cycle Time as the driver. See "Facilities."
Frequently, business and cultural "barriers" restrict or hinder a client's
operating processes. These barriers may consist of excessive inspections,
inappropriate lot/batch sizes, improper measures or a client's view of its
business as departments or functions rather than as integrated processes.
Cultural and business process barriers appear in a wide variety of
manufacturing, project and service businesses and their removal can have a
significant, positive impact on a client's business. Because these barriers are
ingrained in a client's business and culture, they may be difficult for a
client's management to identify and address without the assistance of
experienced outside business professionals.
At an early stage of a program's implementation, the Company analyzes each
of a client's business processes, identifies the business process and cultural
barriers restricting a client's business and determines the actions required to
remove these barriers. As barriers to improved performance and unnecessary steps
in the business processes are removed, cycle times are reduced and activities or
actions are more rapidly and efficiently completed.
During implementation of a Total Cycle Time program, the Company transfers
its methodology to a client. The Company works with a client to internalize
Total Cycle Time in order to sustain a change in a client's culture after the
Company's personnel complete the bulk of the program. The Company grants its
clients a limited license to use Total Cycle Time rights internally following
completion of a program. See "Intellectual Property."
In response to client demand, the Company introduced a range of "continuous
improvement services," consisting in part of ongoing assessments and upgrades to
Total Cycle Time methodology for completed programs. Continuous improvement
services are designed to maintain and improve upon the successes of the original
Total Cycle Time programs. In addition to providing the Company with the
opportunity for further client development and additional fees, continuous
improvement services provide clients with an extended means of assessing,
monitoring and improving their business utilizing Total Cycle Time.
COMPETITIVE STRATEGY
The Company's strategy is to maintain and enhance its position in the
development and implementation of its Total Cycle Time methodology. The
Company's strategy includes the following key elements, many of which
differentiate the Company from traditional providers of consulting services:
Emphasize Results. The Company often enters into incentive fee
contracts, which make the Company's revenue from a particular program
partially contingent upon certain results. The Company offers incentive fee
contracts as a means of obtaining additional contracts, in the belief that
its willingness to structure part of its fees based upon the results
generated for its clients differentiates it from competitors, who generally
charge fees based on time expended regardless of results. These incentive
fee contracts demonstrate the Company's confidence that its programs will
positively enhance the businesses of its clients.
Target Large Clients and Multiple Program Opportunities. The Company
has focused its marketing efforts on companies with annual revenues ranging
from $500 million to $50 billion, preferably with multiple program
opportunities, in the specific industry business units the Company has
identified. The
<PAGE> 8
Company believes larger clients provide greater revenue opportunities
because such clients are likely to realize greater economic benefit from
the Company's services. Larger clients may also provide the Company the
opportunity to render services to multiple business units within or related
to the client.
Active Involvement and Method for Continuous Improvement. By
implementing Total Cycle Time throughout a complete business or business
unit in cooperation with a client's management, the Company believes it can
more effectively influence business culture and processes and provide
clients with the methodology necessary for continuous improvement. In
contrast, traditional consulting firms often provide only isolated
expertise in the form of written assessments or reports that focus on
discrete functions or an isolated segment of a business.
Experienced Professional Staff. The Company employs professionals with
extensive business management experience. Traditional consulting firms
often hire recent business school graduates with expertise in a particular
subject rather than expertise in business management.
Program Focus. The Company focuses on cultural and business process
barriers rather than on subject matter barriers and functional units, which
the Company believes have less impact on improving a client's performance.
CLIENTS
The Company's clients are typically large, well-established manufacturing,
project and service companies, or distinct business units of such companies, in
North America, Europe, and the Asia/Pacific region. Many of the Company's
clients are Fortune 1000 companies (or equivalent size non-U.S. companies) or
units thereof. The Company has implemented Total Cycle Time programs for the
following clients, among others:
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DOMESTIC CLIENTS: Osram Sylvania
Overhead Door
American Microsystems Pawnee Industries
Bell Packaging Pinnacle Automation
Chief Auto Parts Polaroid
Coleman Outdoor Products Rohm and Haas
Cypress Semiconductor Skychefs Caterair
Cyprus Amax Signetics
Delco Electronics Tastemaker
Detroit Diesel Teledyne
Dresser Industries Texas Instruments
DSC Communications W. W. Grainger
Douglas Aircraft Wacker Chemtronic
Dover Western Digital
Dresser Industries
Electronic Data Systems INTERNATIONAL CLIENTS:
General Electric
General Motors ABB Asea Brown Boveri
GTE Bosch Blaupunkt
Graphic Controls Breuguet
Gulfstream Aerospace Euclid Hitachi
Hillenbrand Industries Gemplus
ITT Hilti
Johnson Electric Philco Tatuapa Radio & Televisao
Moore Business Forms Philips N.V.
Motorola Schindler
National Semiconductor SGS Thomson Microelectronics
Olivetti Siemens
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<PAGE> 9
There can be no assurance that in the future the Company will perform
services for any of the companies listed above. In order to maintain and
increase its revenues, the Company will need to add new clients or expand
existing client relationships to include additional divisions or business units
of such clients.
In 1994 and 1995, one client of the Company, Siemens, accounted for 35% and
18%, respectively, of the Company's total revenues. In 1996, three clients, LSG
Skychefs, Siemens and Moore Business Forms, accounted for an aggregate of 34% of
the Company's total revenues.
SALES AND MARKETING
In addition to direct sales efforts, the Company's services are marketed
using several methods, including:
References and Referrals. The Company believes that references and
referrals from clients are among its most powerful sales tools. Even without a
direct referral, clients are frequently contacted for their evaluation of the
Company and its services. In addition, the Company believes that each Total
Cycle Time program holds the potential for added revenues by exposing the
Company and its programs to other business units, customers and suppliers of
each client.
Lectures and Publications. The Company also markets its services through
lectures and publications. Mr. Philip Thomas is the author of five books that
provide an introduction to the value of implementing Total Cycle Time. These
five books are Competitiveness Through Total Cycle Time, Getting Competitive,
Time Warrior, Quality Alone is Not Enough and Survival at Nodulex. In addition,
the Company promotes the publication in periodicals and business journals, of
articles about time-based management generally and Total Cycle Time
specifically. Company personnel also lecture to chambers of commerce, trade
associations, and business symposia on the subject of achieving competitiveness
through the application of Total Cycle Time.
CONTRACTUAL ARRANGEMENTS
The Company performs Total Cycle Time services for clients pursuant to
contracts generally with terms of one to three years. Clients compensate the
Company for its services in the form of fixed fees or a combination of both
fixed and incentive fees (based on client improvements achieved). The Company's
fee structure is based on a client's size, the complexity and geographic
deployment of a client's business, the level of improvement opportunity
available to a client and certain other factors.
Fixed fees are recognized as revenues monthly over the term of a program.
Incentive fees are generally based on objective measures, such as cycle time
reduction, inventory reduction, accounts receivable reduction, profit
improvement or other quantifiable objectives and are recognized as revenues as
earned under the terms of the relevant contract. Once incentive fees are earned,
they are not refunded even if client performance subsequently declines. Factors
such as a client's commitment to Total Cycle Time, general business and economic
cycles, and a client's product position in the marketplace will affect the
performance of the Company's clients, thus affecting the Company's revenues from
incentive fee compensation. In 1996 and in the first nine months of 1997,
approximately 27% and 25%, respectively, of the Company's revenues were
attributable to incentive fees.
The Company includes in its business under commitment (backlog) signed
client contracts with terms generally ranging from 18 to 24 months. Business
under commitment, excluding software subsidiaries, was $83 million at September
30, 1997.
PROFESSIONAL STAFF
The Company's staff of business professionals who apply Total Cycle Time
methodology are referred to by the Company as "Resultants." For its Resultant
work force, the Company employs individuals with significant problem-solving and
managerial skills from fields including manufacturing, engineering and finance.
As of October 31, 1997 the Company's Resultants typically have 15 to 20 years of
business management and specific industry experience. The Company provides
computer-based, classroom, textbook and videotape training for all new
Resultants. The Company historically has experienced less than 10% voluntary
annual turnover of its Resultants, reflecting the stable nature of its work
force. The Company
<PAGE> 10
provides its Resultants with the opportunity to share in the Company's profits
and achieve significant bonuses through results-oriented compensation such as
the Company's stock option and bonus plans.
COMPETITION
Traditional consulting firms provide services similar in some respects to
the services provided by the Company. Providers of such services include A.T.
Kearney, Inc., Boston Consulting Group, McKinsey & Co. and major national
accounting firms, as well as several small firms that primarily focus on
time-based management services. Many of the Company's competitors have greater
personnel, financial, technical and marketing resources than the Company, and
there can be no assurance that the Company will be able to compete successfully
with its existing competitors or with any new competitors.
The Company believes that the competitive factors most important to its
business are the unique quality of its Total Cycle Time methodology, the quality
of its professional staff, its willingness to be compensated on an incentive
basis and its reputation for achieving targeted results. The Company believes
that no significant competitors offer their clients the opportunity to base fees
on the results achieved.
The Company believes that its most significant "competitor" is the
propensity for potential clients to "self-medicate" by attempting to implement
changes in their businesses themselves, in the belief they will achieve results
comparable to those resulting from the Company's services without the assistance
of outside professionals. The Company believes that these attempts to
self-medicate may result in limited success. However, such attempts may
substantially lengthen the Company's sales cycle and may therefore limit
business opportunities for the Company.
Because the Total Cycle Time methodology is not capable of being patented,
there can be no assurance that the Company will not be subject to competition
from others using substantially similar methodologies. However, the Company
believes that its base of knowledge, experience and clients provide it with a
competitive advantage.
INTELLECTUAL PROPERTY
The Company has secured federal registration for the service marks "Total
Cycle Time," "TCT," "5 I's Process" and "Cycles of Learning." These
registrations expire from August 2002 to January 2003. The Company has filed an
application for federal service mark registrations for "Resultants," "AIP
Management," "AIPs," "SalesWare," "Actions-In-Process" and "Speed Driven
Results." The Company has also made appropriate filings in several European
countries to secure protection of its marks in those countries. The Company
considers each of these service marks or trademarks to be significant to the
Company's business.
The Company's proprietary methodologies have been developed over 20 years
at great expense, have required considerable effort on the part of skilled
professionals, are not generally known and are considered trade secrets.
Although the Company's services necessarily incorporate trade secrets, the
Company maintains its trade secrets in strict confidence and as part of its
standard engagement requires clients to similarly protect the confidentiality of
such trade secrets. The Company grants its clients a limited license to make
internal use of certain of the Company's proprietary methodologies following
completion of a program.
The Company has entered into nondisclosure and noncompete agreements with
Philip Thomas and substantially all of its employees. There can be no assurance
that such agreements will deter any employee of the Company from disclosing
confidential information to third parties or from using such information to
compete with the Company in the future.
FACILITIES
The Company's principal executive office is located in Irving, Texas, where
the Company leases approximately 25,000 square feet of office space under a
lease that expires in December 1998. The Company is currently evaluating several
alternatives for its headquarters location. However, the Company does not
anticipate any material increase in lease expense or interruption of its
business. The Company also leases
<PAGE> 11
space for its offices in Troy, Michigan; Frankfurt, Germany; and Singapore. The
Company believes that these facilities are adequate for its current needs.
The Company currently leases from Philip Thomas two 30-acre tracts of land
near Baton Rouge, Louisiana, on which the CEO Center is located. The land is
leased pursuant to two 25 year leases entered into in December 1991 and January
1994, respectively. These tracts of land are used for conferences, training and
CEO workshops. The annual rental on one leased property is $6,000, and the
Company has prepaid rent on this lease through the year 2016.
EMPLOYEES
At October 31, 1997, the Company had a total of 340 employees, consisting
of 173 full-time Resultants, 37 software programming and customer service
employees and 109 sales and administrative employees. At October 31, 1997, the
Company also retained the services of 21 part-time Resultants. The Company's
employees are not represented by a labor union nor are they subject to any
collective bargaining agreement. The Company considers its employee relations to
be good.
<PAGE> 12
RISK FACTORS
In evaluating the Company and its business, prospective investors should
carefully consider the following risk factors in addition to the other
information included in this Prospectus.
NECESSITY OF CONTINUED CLIENT DEVELOPMENT
Due to the nature of the Company's business and its clients, the Company
generally does not perform repeat programs for specific client business units
for which the Company has completed a Total Cycle Time program. In order to
maintain and increase its revenues, the Company will need to add new clients or
expand existing client relationships to include additional divisions or business
units of such clients. There can be no assurance that this will occur. Failure
to develop new client relationships or expand existing client relationships
would have a material adverse effect on the Company's business, financial
condition and results of operations. The Company's clients are typically
companies with annual revenues ranging from $500 million to $50 billion. Clients
of this size are able to realize greater economic benefit from the Company's
services and larger clients may provide the Company an opportunity to render
services to multiple business units within or related to the client. However,
clients of this size are limited in number and there can be no assurance that
the Company will continue to be successful in marketing its services to
companies of this size. See "The Company -- Total Cycle Time" and
"The Company -- Competitive Strategy."
OPERATING LOSSES OF SOFTWARE SUBSIDIARIES
The Company has two subsidiaries in the software industry which have
experienced operating losses in recent quarters. The Company is currently
evaluating its options with regard to these subsidiaries. These options include
continuing to invest the funds necessary to attempt to bring the operations to
profitability or evaluating potential opportunities to sell or otherwise dispose
of these operations. Depending upon the option ultimately chosen, the Company
may recognize a loss on the disposition of such subsidiaries or bear other costs
associated with discontinued operations. At this time, no decision has been made
by the Company regarding the potential disposition of these subsidiaries. If the
Company continues to own these subsidiaries, there can be no assurance that such
subsidiaries will achieve profitability. Continued losses by these subsidiaries
could have a material adverse effect on the financial condition and results of
operations of the Company. See "The Company -- General."
ATTRACTION AND RETENTION OF EMPLOYEES
The Company's business involves the delivery of professional services by
uniquely trained employees, called Resultants, having substantial business
management and specific industry experience. The Company's success depends in
large part upon its ability to attract, develop, motivate and retain highly
skilled Resultants. Qualified employees are in particularly great demand and are
likely to remain a limited resource for the foreseeable future. There can be no
assurance that the Company will be able to attract and retain adequate numbers
of Resultants in the future. The loss of a significant number of Resultants
could have a material adverse effect on the Company's business, operating
results and financial condition including its ability to secure and complete
client engagements.
QUARTERLY FLUCTUATIONS IN OPERATING RESULTS
The Company's quarterly results can fluctuate significantly due to several
factors, including the number of new programs initiated and variations in
revenue levels of existing programs during a given quarter. Incentive fee
contracts sometimes result in reduced fees in the first months of a contract.
Factors such as a client's commitment to a Total Cycle Time program, general
economic and industry conditions and other issues could affect a client's
business performance, thereby affecting the Company's incentive fee revenues and
quarterly earnings. Any of these factors may substantially affect the Company's
financial results in a given quarter, thus affecting the price of the Common
Stock. While the Company does not believe that poor financial results in any one
quarter would result in a significant reduction in liquidity, consecutive
periods of
<PAGE> 13
poor financial results could negatively impact liquidity.
INCENTIVE FEES
The Company often enters into incentive fee contracts based on measures of
improvement achieved by its clients, including cycle time reduction, inventory
reduction, accounts receivable reduction and profit improvement. The Company
believes that, in general, incentive fee contracts offer the Company greater
opportunities to secure contracts. However, there is a risk that the Company may
generate less revenue under incentive fee contracts than under fixed fee
contracts. Incentive fees were $15.2 million in 1994 (29% of revenues), $17.4
million in 1995 (26% of revenues), $19.8 million in 1996 (27% of revenues) and
$14.1 million in the first nine months of 1997 (25% of revenues). The failure of
the Company to secure sufficient fees from incentive fee contracts could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "The Company -- Contractual Arrangements" and
"The Company -- Competitive Strategy."
CLIENT CONCENTRATION; DEPENDENCE ON CERTAIN CLIENTS
The Company had revenues exceeding 10% of its total revenue from one client
in 1994, totaling $18.3 million (35% of revenues), from one client in 1995
totaling $12.1 million (18% of revenues) and from each of three clients in 1996
totaling an aggregate of $24.8 million (34% of revenues). There were no clients
from which the Company earned in excess of 10% of its total revenues in the nine
months ended September 30, 1997. The Company's contracts have average durations
from 12 to 36 months and provide for cancellation by the Company or the client
upon 60 days notice. The loss of any of the Company's significant clients could
have a material adverse effect on the Company's business, financial condition
and results of operations. See "The Company -- Clients" and
"The Company -- Contractual Arrangements."
LIABILITY RISKS
Like other professional service providers, the Company is exposed to
liability with respect to actions taken by its professionals while on client
assignment. The Company may indemnify its clients against such liability.
Additionally, the Company maintains insurance to cover the risks associated with
professionals on client assignment, including damages from errors/omissions and
misuse or theft of proprietary client information. There is no assurance that
such insurance coverage will continue to be available on reasonable terms or
that such insurance will be adequate to cover any such liability. See
"The Company -- Employees."
CONTROL OF THE COMPANY
The Company's current officers and directors and their affiliates
beneficially own approximately 36% of the outstanding Common Stock, of which Mr.
Thomas beneficially owns approximately 30% of the outstanding Common Stock.
Should Mr. Thomas sells all shares included in this Offering, Mr. Thomas will
beneficially own approximately 7% of the outstanding Common Stock, and it is
anticipated that Mr. Thomas will continue to be the largest stockholder. After
the Offering all officers and directors of the Company will own an aggregate of
13% of the outstanding shares of Common Stock. As such, these individuals will
continue to have significant influence in the outcome of matters requiring
stockholder vote, including the election of the members of the Board of
Directors, thereby maintaining influence in the affairs and management of the
Company. Such influence could adversely affect the market price of the Common
Stock or delay or prevent a change in control of the Company.
COMPETITION
The market for consulting services is intensely competitive, highly
fragmented and subject to rapid change and such competition is likely to
increase in the future. Many of the Company's competitors have greater
personnel, financial, technical and marketing resources than the Company. The
Company also competes with its clients' internal resources, particularly where
such resources represent a fixed cost to the
<PAGE> 14
client. There can be no assurance that the Company will be able to compete
successfully with its existing competitors or with any new competitors. See
"The Company -- Competition."
PROPRIETARY RIGHTS
The Company's performance is in part dependent upon its internal
information and communication systems, data bases, tools and the methods and
procedures that it has developed specifically to serve its clients. Although the
Company considers its methodologies as proprietary trade secrets, the Company
does not hold any patents on any of the Total Cycle Time rights. While the
Company believes that the Total Cycle Time methodology cannot be used to compete
effectively by persons who have not been extensively trained by the Company,
there can be no assurance that the Company can successfully prevent others from
using substantially similar methodologies to compete with the Company. The
Company relies on a combination of non-disclosure and other contractual
arrangements and copyright, trademark and trade secret laws to protect its
proprietary systems, information and procedures. The Company enters into
confidentiality agreements with its employees and limits distribution of
proprietary information. There can be no assurance that the steps taken by the
Company in this regard will be adequate to deter misappropriation of proprietary
information or that the Company will be able to detect unauthorized use and take
appropriate steps to enforce its intellectual property rights. See
"The Company -- Total Cycle Time," "The Company -- Intellectual Property" and
"The Company -- Competition."
INTERNATIONAL OPERATIONS; FOREIGN CURRENCY RISKS
The Company had revenues attributable to European clients of $22.7 million
in 1994 (43% of revenues), $27.1 million in 1995 (40% of revenues), $18.4
million in 1996 (25% of revenues), and $10.6 million in the first nine months of
1997 (19% of revenues). Additionally, the Company had revenues attributable to
clients in the Asia/Pacific region of $1.2 million in 1996 (2% of revenues) and
$3.2 million in the first nine months of 1997 (6% of revenues). The Company
expects that a substantial portion of its business and future revenues will
continue to be derived from international clients. The Company's international
operations are subject to numerous challenges and potential risks, including
war, civil disturbances, other political and economic conditions in various
jurisdictions such as tariffs and other trade barriers, longer accounts
receivable collection cycles and potentially adverse tax consequences. The
Company's foreign revenues traditionally have been denominated in the local
currency of the client for which the program is being performed; therefore, the
Company may be exposed to currency fluctuation risks in the future. There can be
no assurance that such international factors will not have a material adverse
effect on the Company's business, financial conditions and results of
operations.
CERTAIN ANTITAKEOVER CONSIDERATIONS
The Company is subject to Section 203 of the Delaware General Corporation
Law which restricts certain business combinations with any "interested
stockholder" as defined in such law. This statute may delay, defer or prevent a
change in control of the Company. In addition, upon a change in control of the
Company, options granted under the Company's stock options plans become
immediately exercisable and Philip Thomas, Alex Young, President and Chief
Operating Officer, Mitchell Bohn, Executive Vice President and Chief Financial
Officer, James Dykes, Executive Vice President -- Corporate Development and
Leland Grubb, Vice President and President of the Automotive Business Unit,
become entitled to certain benefits under their employment agreements. These
entitlements may deter individuals interested in acquiring the Company through
delaying or preventing a change in control of the Company.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Common Stock could be subject to significant
fluctuations in response to variations in quarterly operating results, changes
in earnings estimates by analysts, general conditions in the industries in which
the Company's customers compete and other events or factors. In addition, the
stock market, from time to time, has experienced extreme price and volume
fluctuations which have often been
<PAGE> 15
unrelated to the operating performance of such companies. These broad
fluctuations may adversely affect the market price of the Common Stock.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of a substantial number of shares of Common Stock in the public
market following this offering could adversely affect the market price for the
Common Stock. As of the date of this Prospectus, but giving effect to the
completion of this offering, 4,277,300 shares of Common Stock will be freely
tradeable without restriction under the Securities Act of 1933, as amended (the
"Securities Act"). 1,849,883 shares of Common Stock are owned by persons who may
be deemed to be "affiliates" of the Company and are presently eligible for sale
under Rule 144 ("Rule 144") promulgated under the Securities Act subject to
volume and other limitations of Rule 144.
The Company has registered, for future issuance under the Securities Act,
2,925,000 shares of Common Stock subject to its stock option plans (of which
1,465,354 shares were subject to outstanding options). Any such shares issued
upon the exercise of options by persons who are not affiliates of the Company
will be freely tradeable upon issuance, and any such shares issued to affiliates
will be eligible for sale without any further holding period but subject to
certain volume and other limitations (unless separately registered by the
Company).
Holders of warrants to purchase 225,000 shares of Common Stock have certain
piggyback registration rights which are not exercisable in connection with this
offering.
The Company (except with respect to issuances upon exercise of outstanding
options, warrants and convertible securities), and its chief executive and chief
operating officers (who own an aggregate of 1,704,310 shares of Common Stock and
the right to acquire an additional 270,682 shares upon the exercise of options
which become exercisable within 90 days of the date of this Prospectus), have
agreed not to sell or otherwise dispose of any shares of Common Stock for a
period of 90 days after the date of this Prospectus without the prior written
consent of Rodman & Renshaw, Inc.
FINANCIAL BENEFIT OF THE OFFERING
The Company has effected registration of the shares of Common Stock offered
by the Selling Stockholder pursuant to the exercise of registration rights
granted to him by written agreement. Accordingly, the Company will assume all of
the registration and certain other expenses associated with the offering
described in this Prospectus. A portion of the proceeds from this offering will
be used by the Selling Stockholder to repay outstanding indebtedness to the
Company. Other than the repayment of outstanding indebtedness to the Company,
however, the Company will receive no direct benefit from the offering, as the
Selling Stockholder will receive all of the net proceeds from the offering of
the shares of Common Stock.
<PAGE> 16
USE OF PROCEEDS
The Selling Stockholder will receive all of the net proceeds from the
offering of the Shares hereby. Accordingly, the Company will not receive any
proceeds from the sale of the Shares.
SELLING STOCKHOLDER
The Shares are being offered for sale by Philip R. Thomas, Chairman and
Chief Executive Officer of the Company. Prior to the offering of the Shares
Mr. Thomas beneficially owned 1,833,342 shares of Common Stock. After the
completion of the offering and sale of all of the Shares, Mr. Thomas will
beneficially own 433,342 shares of Common Stock, constituting 7.4% of the total
outstanding shares.
PLAN OF DISTRIBUTION
The Selling Stockholder may from time to time sell all or a portion of
the Shares on the NASDAQ National Market System or on any other national
securities exchange on which the Common Stock is listed or traded, in
negotiated transactions or otherwise, at prices then prevailing or related to
the then current market price or at negotiated prices. The Shares may be sold
directly or through brokers or dealers, or in a distribution by one or more
underwriters on a firm commitment or best efforts basis. The methods by which
the Shares may be sold include (a) a block trade (which may involve crosses) in
which the broker or dealer so engaged will attempt to sell the securities as
agent but may position and resell a portion of the block as principal to
facilitate the transaction, (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this
Prospectus, (c) exchange distributions and/or secondary distributions in
accordance with the rules of the NASDAQ National Market System, (d) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers, and (e) privately negotiated transactions.
The Selling Stockholder and any underwriters, broker/dealers or agents
that participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act and any profit on the
sale of the Shares by them and any discounts, commissions, concessions or other
compensation received by any such underwriter, broker/dealer or agent may be
deemed to be underwriting discounts and commissions under the Securities Act.
All expenses of the registration of the Shares will be paid by the
Company, including, without limitation, Commission filing fees and expenses of
compliance with state securities or "blue sky" laws; provided, however, that
the Selling Stockholder will pay all underwriting discounts and selling
commissions, if any.
There can be no assurance that the Selling Stockholder will sell any or
all of the Shares offered hereby.
LEGAL MATTERS
Certain legal matters related to the shares of Common Stock offered
hereby are being passed upon for the Company by Haynes and Boone, L.L.P.
EXPERTS
The consolidated financial statements and schedules of Thomas Group,
Inc. incorporated by reference in this Prospectus have been audited by BDO
Seidman, LLP, independent certified public accountants, to the extent and for
the periods set forth in their reports incorporated herein by reference.
<PAGE> 17
Such consolidated financial statements and financial statement schedules are
incorporated by reference herein in reliance upon such report given upon the
authority of said firm as experts in accounting and auditing.
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM NUMBER
ITEM 14. OTHER EXPENSES OF REGISTRATION AND DISTRIBUTION.
The following table sets forth the estimated expenses of the Registrant
in connection with the offering described in this Registration Statement. All
amounts are estimates except the Securities and Exchange Commission
registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee $ 5,901
Legal fees and expenses 20,000
Accounting 15,000
Duplicating and printing expenses 25,000
Miscellaneous 500
--------------
Total $ 66,401
</TABLE>
The Selling Stockholder is not paying any expenses related to this
registration statement.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes Delaware corporations to indemnify directors and officers in certain
circumstances against liabilities, including expenses, incurred while acting in
such capacities; provided, generally, that any such indemnified officer or
director acted in good faith and in a manner he or she reasonably believed to
be in the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The By-laws of the Company provide for indemnification of directors and
officers to the maximum extent permitted by the DGCL.
In addition, the Company has provided in its Amended and Restated
Certificate of Incorporation that it shall eliminate the personal liability of
its directors to the fullest extent permitted by the DGCL. The Company also
provides its directors and officers coverage under a directors' and officers'
liability insurance policy.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 Specimen certificate for Common Stock of the Company, filed
as Exhibit 4.1 to the Company's Registration Statement on Form S-1
(Registration No. 33-64492) and incorporated by reference herein.
** 5.1 Opinion of Haynes and Boone, L.L.P.
**10.2 Employment Agreement of Mitchell D. Bohn, effective as of June 16,
1997.
**10.3 Employment Agreement of James E. Dykes, effective as of July 14,
1997.
</TABLE>
11
<PAGE> 19
<TABLE>
<S> <C>
*23.1 Consent of BDO Seidman, LLP.
**23.2 Consent of Haynes and Boone, L.L.P. (included in their opinion
filed as Exhibit 5.1)
**24 The power of attorney of officers and directors of the Company is
set forth on the signature page hereto.
* Filed herewith
** Filed previously
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are made, a
post-effective amendment 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.
(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, and
(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 an 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 relating to the securities offered
therein, and the offering of such securities at that time shall be the
initial bona fide offering thereof.
(c) 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 provision described
under Item 17, 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 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 Securities Act and will be governed by the final
adjudication of such issue.
12
<PAGE> 20
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irving, State of Texas, on the 3rd day of
December, 1997.
THOMAS GROUP, INC.
By: /s/ ALEX W. YOUNG
------------------------------------
Alex W. Young
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.
THOMAS GROUP, INC.
By: /s/ PHILIP R. THOMAS
------------------------------------
Philip R. Thomas
Chairman of the Board and Chief
Executive Officer
By: /s/ ALEX W. YOUNG
------------------------------------
Alex W. Young
Director, President and Chief
Operating Officer
By: /s/ JAMES E. DYKES
------------------------------------
James E. Dykes
Director, Executive Vice President
By: /s/ DONALD J. ALMQUIST
------------------------------------
Donald J. Almquist
Director
By: /s/ J. FRED BUCY
------------------------------------
J. Fred Bucy
Director
By: /s/ HOLLIS L. CASWELL
------------------------------------
Hollis L. Caswell
Director
By: /s/ JOHN T. CHAIN, JR.
-----------------------------------
John T. Chain, Jr.
Director
By: /s/ PERRY E. ESPING
------------------------------------
Perry E. Esping
Director
By: /s/ RICHARD A. FREYTAG
------------------------------------
Richard A. Freytag
Director
By: /s/ MITCHELL D. BOHN
------------------------------------
Mitchell D. Bohn
Executive Vice President and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
13
<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 Specimen certificate for Common Stock of the Company, filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (Registration No. 33-64492) and incorporated by reference
herein.
** 5.1 Opinion of Haynes and Boone, L.L.P.
**10.2 Employment Agreement of Mitchell D. Bohn, effective as of June 16,
1997.
**10.3 Employment Agreement of James E. Dykes, effective as of July 14,
1997.
</TABLE>
<PAGE> 22
<TABLE>
<S> <C>
*23.1 Consent of BDO Seidman, LLP.
**23.2 Consent of Haynes and Boone, L.L.P. (included in their opinion
filed as Exhibit 5.1)
**24 The power of attorney of officers and directors of the Company is
set forth on the signature page hereto.
* Filed herewith
** Filed previously
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Thomas Group, Inc.
Irving, Texas
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated March 3,
1997, relating to the consolidated financial statements and schedules of Thomas
Group, Inc. appearing in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO SEIDMAN, L.L.P.
-------------------
BDO Seidman, L.L.P.
Dallas, Texas
December 2, 1997
