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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 1999
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 000-22125 36-4069408
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
John Hancock Center
875 North Michigan Avenue, Suite 3000 60611
Chicago, Illinois 60611 (Zip Code)
(Address of principal executive offices)
312-255-5000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 2. The registrant announced today that it acquired OmniTech Consulting
Group, Inc. ("OmniTech"), a change management firm specializing in web-based and
multimedia corporate learning. The acquisition was structured as an asset
purchase of substantially all of the assets and liabilities of OmniTech and will
be accounted for under purchase accounting. The purchase price for the
transaction was comprised of $4 million in cash, a $1 million deferred note and
Class A common stock of the registrant having an aggregate market value of $2.5
million (valued on the basis of the average closing price of the registrant's
Class A common stock for the ten trading days prior to the acquisition), and the
acquisition of substantially all of the liabilities of OmniTech. The purchase
price was determined based on relevant revenue multiples of companies of similar
size and scope. The terms of the acquisition provided for a two-year earn-out
contingent on the achievement of certain financial goals by the OmniTech
shareholders who will become employees of the registrant. The registrant used
cash from ongoing operations to pay the cash portion of the purchase price. A
copy of the press release announcing the acquisition is attached hereto as
Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements: Not applicable
(b) Pro Forma Financial Information: Not applicable
(c) Exhibits
EXHIBIT NO. DOCUMENT
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99 Press Release dated April 26, 1999
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DIAMOND TECHNOLOGY PARTNERS
INCORPORATED
By:______________________________________
Treasurer/Chief Financial Officer
April 26, 1999
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT PAGE
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99 Press Release dated April 26, 1999 1
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EXHIBIT 99
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
Julia Wallace Potter
(312) 255-5055
[email protected]
DIAMOND TECHNOLOGY PARTNERS ACQUIRES CHANGE MANAGEMENT FIRM OMNITECH
COMPANIES COMBINE TO ADDRESS GROWING ORGANIZATIONAL
CHANGE ISSUES CREATED BY E-COMMERCE
CHICAGO, April 26, 1999--Diamond Technology Partners Incorporated (Nasdaq:
DTPI), a management consulting firm, today announced that it has acquired
OmniTech Consulting Group, a Chicago-based change management firm specializing
in web-based and other multimedia corporate learning.
"OmniTech is a very strong complement to Diamond's business," explained Mel
Bergstein, chairman and CEO of Diamond. "The e-commerce initiatives, or what we
call digital strategies, that Diamond develops for its clients often create
significant change. OmniTech's expertise in corporate learning, and particularly
its Internet-based programs, will considerably augment our change management
capabilities. This expanded capability in change management is expected to
enhance Diamond's ability to grow its revenue to 40% annually."
OmniTech Consulting Group, founded in 1985, has 43 client-serving professionals
and has offices in Chicago (headquarters), Boston and Bridgewater, New Jersey.
OmniTech offers a variety of web-based and multimedia change management
solutions as well as custom change programs for organizations' leaders and work
teams. OmniTech's clients include well-known companies such as AT&T, Ameritech,
Bell Atlantic, Bell South, Carrier Corporation, Fidelity, Lucent, Microsoft,
Motorola and Xerox.
OmniTech Principal Fredrick Belmont commented, "We are very excited to be a part
of the Diamond family and its leading edge digital strategy work. We are
impressed with what Diamond has been able to accomplish in just five years--from
their financial performance, to their people, client relationships and
intellectual capital. OmniTech will flourish in this environment."
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Under the terms of the acquisition agreement, Diamond will pay $4.0 million in
cash, and issue a $1.0 million deferred note and Diamond Class A Common Stock
having an aggregate market value of $2.5 million. The acquisition will be
accounted for under purchase accounting and is expected to be non-dilutive.
OmniTech will operate as a separate business unit of Diamond Technology Partners
for the foreseeable future.
Diamond Technology Partners Incorporated is a management-consulting firm that
helps clients develop and implement digital strategies--business strategies for
the digital age. Headquartered in Chicago, the Company serves clients across the
United States and internationally in the financial services, consumer products,
consumer services, telecommunications, utilities, insurance and health care
industries. Diamond's home page can be found at www.diamtech.com. Information on
OmniTech can be found at www.otcg.com.
Statements in this press release that do not involve strictly historical or
factual matters are forward-looking statements within the meaning of the "safe
harbor" provisions of the federal securities laws. Forward-looking statements
involve risks and uncertainties and speak only as of the date of this release.
Actual results may differ materially due to such factors as the ability of the
Company to successfully integrate the OmniTech business, possible termination of
projects by major clients, variations in the timing, initiation or completion of
client assignments, recruitment and retention of personnel, absence of long-term
contracts with clients, growth management, project risks, and technological
advances. Material risks and uncertainties are described in detail in "Risk
Factors" contained in the Company's registration statement and prospectus dated
April 2, 1998, on file with the Securities and Exchange Commission.
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