<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 36-4069408
(State of incorporation or organization) (I.R.S. Employer Identification No.)
875 North Michigan Avenue
Suite 3000 60611
Chicago, Illinois (Zip Code)
(Address of principal executive offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.001 per share
Subscription Rights
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Item 1. Description of Registrant's Securities to be Registered
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The Registrant is registering 3,565,000 shares of Class A common stock,
par value $.001 per share (the "Common Stock"), and rights (the "Rights") to
subscribe for 3,255,000 shares of Common Stock, pursuant to a registration
statement on Form S-1 (File No. 333-17785) that was filed with the Securities
and Exchange Commission on December 13, 1996, as amended on January 29, 1997
(the "Registration Statement"). Reference is made to the sections entitled "The
Offering" and "Description of Capital Stock" in the preliminary prospectus
forming a part of the Registration Statement, and all amendments to the
Registration Statement subsequently filed with the Commission, including any
prospectus relating thereto filed subsequently pursuant to Rule 424 of the
Securities Act of 1933, as amended. Such Registration Statement and all
amendments to the Registration Statement are hereby deemed to be incorporated by
reference into this Registration Statement in accordance with the Instruction to
Item 1 of this Form.
Item 2. Exhibits
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a. Form of Restated Certificate of Incorporation of the Registrant.
Reference is made to Exhibit 3.1 to the Registration Statement.
b. Form of Amended and Restated By-laws of the Registrant. Reference
is made to Exhibit 3.2 to the Registration Statement.
c. Specimen certificate representing the Common Stock.
d. Specimen certificate representing the Rights.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
By: /s/ Michael E. Mikolajczyk
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Michael E. Mikolajczyk
Senior Vice President, Chief
Financial Officer and Treasurer
Date: February 10, 1997
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EXHIBIT C
DTPI SHARES
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
CLASS A CLASS A
COMMON STOCK COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This certifies that
is the owner of
FULLY PAID AND NON ASSESSABLE SHARES OF THE CLASS A COMMON STOCK,
$0.001 PAR VALUE PER SHARE, OF
===================DIAMOND TECHNOLOGY PARTNERS INCORPORATED====================
CERTIFICATE OF STOCK
transferable on the books of the corporation by said owner in person or by his
duly authorized attorney upon the surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are issued and
shall be held subject to the provisions of the Certificate of Incorporation and
the Bylaws of the Corporation, as amended, copies of which are on file at the
office of the Transfer Agent of the Corporation into which reference is hereby
expressively made and to all of which the holder hereof by acceptance of this
certificate hereby assents. This certificate is not valid until countersigned by
the Transfer Agent and registered by the Registrar.
Witness the facsimile of the Corporation's seal and the facsimile signatures of
its duly authorized officers.
Dated:
[SEAL APPEARS HERE]
/s/ [SIGNATURE APPEARS HERE] /s/ [SIGNATURE APPEARS HERE]
SECRETARY CHAIRMAN, CHIEF EXECUTIVE
OFFICER AND PRESIDENT
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Diamond Technology Partners Incorporated will furnish without charge
to each stockholder who so requests the powers, designations, preferences
and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Any such request should
be addressed to the Secretary of the Corporation.
The following abbreviations, when used in the Inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with the right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - ____________ Custodian ____________
(Cust) (Minor)
under Uniform Gifts to Minors
Act _________________________
(State)
Additional abbreviations may also be used though not in the above list.
For value received, __________________________________________ hereby sell(s),
assigns(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
+++++++++++++++++++++++++++++
+ +
+++++++++++++++++++++++++++++
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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shares
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
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to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated
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NOTICE:THE SIGNATURES TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER
SIGNATURE(S) GUARANTEED
By
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THE SIGNATURES MUST BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(Banks, Stockbrokers, Savings and Loan
Associations and Credit Unions) WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT
TO SEC RULE 17Ad-15
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EXHIBIT D
RIGHTS MAY NOT BE EXERCISED FOR FEWER THAN 50 SHARES OF THE CLASS A COMMON STOCK
OF DIAMOND TECHNOLOGY PARTNERS INCORPORATED
No. R RIGHTS TO PURCHASE CLASS A COMMON STOCK OF ______________
DIAMOND TECHNOLOGY PARTNERS INCORPORATED Number of Rights
INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE
THIS RIGHT EXPIRES AT 5:00 P.M., NEW YORK CITY TIME ON MARCH ____, 1997
CUSIP 252762 11 7
This Rights Certificate certifies that
, or registered assigns, is the owner of the number of Rights indicated above,
each of which Rights entitles the owner thereof to subscribe for one fully paid
and nonassessable share of the Class A common stock, $.001 par value ("Class A
Common Stock"), of Diamond Technology Partners Incorporated (the "Company")
during the period beginning February __, 1997 and expiring at 5:00 p.m. New York
City time, on March _____, 1997 (the "Expiration Date"), upon payment of
U.S.$__________ per share of Class A Common Stock (the "Exercise Price"). The
Exercise Price is payable upon the exercise of these Rights either in cash or by
check or money order to the order of "Safeguard Escrow Account." This Rights
Certificate is issued under, and the Rights represented hereby are subject to,
the terms and conditions contained in the prospectus dated February ___, 1997
(the "Prospectus"). Reference is hereby made to such Prospectus, the terms and
conditions of which are incorporated herein by reference, for a more complete
statement of the rights and the limitations of rights of the registered holder
hereof and for information concerning the Company.
To exercise these Rights, the Election To Purchase and Substitute Form W-9 on
---
the reverse side hereof must be properly completed and executed and this Rights
Certificate, or Notice of Guaranteed Delivery, and the Exercise Price as
provided above must be received by ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent") on or before the Expiration Date. In the event these Rights are
exercised in respect of fewer than all of the shares purchasable hereunder, the
Rights Agent, to the extent it is able to do so prior to the Expiration Date,
will issue a new Rights Certificate for the remaining number of such shares if
it is requested to do so as provided on the reverse side hereof.
This Rights Certificate is transferable at the office of the Rights Agent by
the registered holder hereof, in person or by attorney duly authorized in
writing, upon surrender of the Rights Certificate, with the Assignment on the
reverse side hereof properly completed and executed, and the payment of any
transfer tax. Upon any such transfer, a new Rights Certificate or Certificates
of different denominations of like tenor and representing in the aggregate the
right to purchase a like number of shares of Class A Common Stock, will be
issued to the transferee in exchange for this Rights Certificate. This Rights
Certificate, when surrendered at the office of the Rights Agent by the
registered holder hereof in person or by attorney duly authorized in writing,
may be exchanged for another Rights Certificate or Certificates of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of shares of Class A Common Stock. Rights holders should
be aware that if they choose to exercise or to transfer less than all of the
Rights evidenced hereby, a new Rights Certificate may not be received in
sufficient time to exercise the remaining Rights evidenced thereby. The
Company, the Selling Stockholders named in the Prospectus and the Rights Agent
shall have no liability to a transferee or transferor of Rights if Rights
Certificates are not received in time for exercise or sale prior to the
Expiration Date.
The holder of these Rights shall not be entitled to any of the rights of a
stockholder of the Company prior to the issuance of certificates representing
the Class A Common Stock of the Company purchased upon exercise of these Rights.
This Rights Certificate shall not be valid unless countersigned by the Rights
Agent.
IN WITNESS WHEREOF, Diamond Technology Partners Incorporated has caused the
facsimile signature of its Chairman, Chief Executive Officer and President and
its Secretary to be printed hereon.
Dated:
Countersigned:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Rights Agent
By
Authorized Signature Chairman, Chief Secretary
Executive Officer and
President
<PAGE>
By Mail: By Hand or by Overnight/Express Mail Courier
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ChaseMellon Shareholder ChaseMellon Shareholder Services, L.L.C.
Services, L.L.C. Attn: Reorganization Dept.
P.O. Box 798 120 Broadway, 13th Floor
Midtown Station New York, NY 10271
New York, NY 10018
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ELECTION TO PURCHASE
The undersigned hereby irrevocably exercises one or more Rights to subscribe for
shares of Class A Common Stock of Diamond Technology Partners Incorporated as
indicated below, on the terms and subject to the conditions specified in the
Prospectus, receipt of which is hereby acknowledged. The undersigned hereby
certifies that Rights are not being exercised on behalf of beneficial owners
resident in jurisdictions in which the distribution or exercise of Rights is
prohibited.
Number of shares subscribed for/1/: _______________ (NOTE: 50 share minimum
required in each
account)
Total shares subscribed for multiplied
by the $_______ Exercise Price/2/: $______________
/1/ Each Right entitles the holder thereof to subscribe for one share of Class
A Common Stock.
/2/ If the amount enclosed or transmitted is not sufficient to pay the Exercise
Price for all shares that are stated to be subscribed for, or if the number
of shares being subscribed for is not specified, the number of shares
subscribed for will be assumed to be the maximum number that could be
subscribed for upon payment of such amount. Any amount remaining after such
division shall be returned to the subscriber.
CASH, CHECK OR MONEY ORDER IN THE AMOUNT OF $______________________PAYABLE TO
"SAFEGUARD ESCROW ACCOUNT" IS ENCLOSED.
Certificates for such shares are to be
issued in the name of and delivered to _________________________________________
Name
________________________________________________________________________________
Street Address City State Zip Code
If such number of shares shall not be all the shares purchasable hereunder, a
new Rights Certificate for the balance remaining of the shares purchasable
hereunder will be registered in the name of and delivered to the party named
above or in the Assignment below.
Daytime Tel. No.
of Rights Holder:____________________ (IF JOINTLY OWNED, BOTH MUST SIGN)
SIGNATURE(S):_____________________________
Dated:__________________, 1997 __________________________________________
NOTE: The above signature(s) must
correspond with the name(s) as written
upon the face of this Rights Certificate
or with the name(s) of the assignee
appearing in the assignment form below in
every particular without alteration.
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SUBSTITUTE FORM W-9
Department of the Treasury, Internal Revenue Service--Payer's Request for
Taxpayer Identification Number (TIN)
Failure to complete this form may subject you to 31% federal income tax
withholding.
Part 1: PLEASE PROVIDE YOUR TAXPAYER TIN________________________________
IDENTIFICATION NUMBER IN THE SPACE Social Security or Employer
PROVIDED AT RIGHT AND CERTIFY BY SIGNING Identification Number
AND DATING BELOW
Part 2: Check the box if you are
awaiting a TIN [_]
Part 3: CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) the
number shown on this form is my correct taxpayer identification number (or a TIN
has not issued to me but I have mailed or delivered an application to receive a
TIN or intend to do so in the near future), (2) I am not subject to backup
withholding either because I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends or the IRS has notified me that I am
no longer subject to backup withholding, and (3) all other information provided
on this form is true, correct and complete.
Dated:__________________, 1997 SIGNATURE:________________________________
You must cross out item (2) above if you have been notified by the IRS that you
are currently subject to backup withholding because of underreporting interest
or dividends on your tax return. However, if after being notified by the IRS
that you were subject to backup withholding, you received another notification
from the IRS that you are no longer subject to backup withholding, do not cross
out item (2).
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ASSIGNMENT
For value received, the undersigned
hereby sells, assigns and transfers unto________________________________________
Name
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PLEASE INSERT SOCIAL SECURITY NUMBER
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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________________________________________________________________________________
Street Address City State Zip Code
Rights to purchase____________________shares of Class A Common Stock of Diamond
Technology Partners Incorporated.
Daytime Tel. No.
of Rights Holder:_________________ (IF JOINTLY OWNED, BOTH MUST SIGN)
Dated:______________________, 1997 SIGNATURE(S):_____________________________
SIGNATURE(S) GUARANTEED __________________________________________
NOTE: The above signature(s) must
correspond with the name(s) as written
upon the face of this Rights Certificate.
__________________________________
The signature(s) must be guaranteed
by an eligible guarantor institution
(banks, stockbrokers, savings and
loan associations and credit unions)
with membership in an approved
signature guarantee medallion program
pursuant to SEC Rule 17Ad-15.
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