<PAGE>
As filed with the Securities and Exchange Commission on November 7, 2000
Registration No. 333-47830
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT No. 1
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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Diamond Technology Partners Incorporated
(Exact name of registrant as specified in its charter)
Delaware 8742 36-4069408
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction Industrial Identification No.)
of Incorporation or Classification Number)
Organization)
875 North Michigan Avenue, Suite 3000
Chicago, Illinois 60611
(312) 255-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Melvyn E. Bergstein
Chairman and Chief Executive Officer
Diamond Technology Partners Incorporated
875 North Michigan Avenue, Suite 3000
Chicago, Illinois 60611
(312) 255-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Nancy K. Bellis Leland E. Hutchinson
Vice President and General Counsel Terrence R. Brady
Diamond Technology Partners Winston & Strawn
Incorporated 35 West Wacker Drive
875 North Michigan Avenue, Suite 3000 Chicago, Illinois 60601
Chicago, Illinois 60611 (312) 558-5600
(312) 255-5000
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Approximate date of commencement of the proposed sale of the securities to
the public: As soon as practicable after the effective date of this
Registration Statement and the effective time of the acquisition described in
this Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-47830
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<PAGE>
Explanatory Note:
This Post-Effective Amendment No. 1 to Form S-4 is being filed pursuant to
Rule 462(d) of the Securities Act for the sole purpose of filing Exhibit 99.2.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
+2.1 Stock Purchase Agreement, dated as of September 11, 2000, by
and among Diamond Technology Partners Incorporated
("Diamond"), and the other parties named therein (incorporated
by reference to Annex A to Diamond's Registration Statement on
Form S-4 (File No. 333-47830)).
+3.1(a) Restated Certificate of Incorporation of Diamond (incorporated
by reference to Exhibit 3.1 to Diamond's Registration
Statement on Form S-1 (File No. 333-17785)).
+3.1(b) Form of Certificate of Amendment to the Restated Certificate
of Incorporation of Diamond.
+5.1 Opinion of Winston & Strawn.
+10.1 DiamondCluster 2000 Stock Option Plan (incorporated by
reference to Annex D to Diamond's Registration Statement on
Form S-4 (File No. 333-47830)).
+10.2 Amended and Restated 1998 Equity Incentive Plan of Diamond
(incorporated by reference to Annex E to Diamond's
Registration Statement on Form S-4 (File No. 333-47830)).
+23.1 Consent of Winston & Strawn (included in Exhibit 5.1 hereto).
+23.2 Consent of KPMG LLP.
+23.3 Consent of Arthur Andersen.
+23.4 Consent of Bouwer & Officier Accountants.
+24.1 Powers of Attorney.
+99.1 Consent of Morgan Stanley & Co. Incorporated (included in
Annex B to Diamond's Registration Statement on Form S-4 (File
No. 333-47830)).
*99.2 Form of Proxy of Diamond
</TABLE>
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+Filed previously.
*Filed herewith.
(b) Financial Statement Schedules.
Not applicable.
(c) Reports, Opinions, or Appraisals.
The opinion of Morgan Stanley & Co. Incorporated, Diamond's financial
advisor, is included as Annex B to the proxy statement/prospectus contained in
Diamond's Registration Statement on Form S-4 (File No. 333-47830).
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Act, the Registrant certifies that it
has duly caused this Post-Effective Amendment No. 1 to Form S-4 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on November 7, 2000.
Diamond Technology Partners
Incorporated
/s/ Melvyn E. Bergstein
By: _________________________________
Name: Melvyn E. Bergstein
Title:Chairman and Chief
Executive Officer
Pursuant to the requirements of the Act, this registration statement has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman and Chief Executive Officer November 7, 2000
____________________________________ (Principal Executive Officer)
Melvyn E. Bergstein
* Chief Financial Officer and Treasurer November 7, 2000
____________________________________ (Principal Financial and Accounting
Karl E. Bupp Officer)
* Vice Chairman, Secretary and Director November 7, 2000
____________________________________
Michael E. Mikolajczyk
* President and Director November 7, 2000
____________________________________
Adam J. Gutstein
* Vice Chairman and Director November 7, 2000
____________________________________
John J. Sviokla
* Director November 7, 2000
____________________________________
Edward R. Anderson
* Director November 7, 2000
____________________________________
Donald R. Caldwell
* Director November 7, 2000
____________________________________
Mark L. Gordon
* Director November 7, 2000
____________________________________
Alan C. Kay
* Director November 7, 2000
____________________________________
John D. Loewenberg
* Director November 7, 2000
____________________________________
Christopher J. Moffitt
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
* Director November 7, 2000
____________________________________
Arnold R. Weber
</TABLE>
/s/ Michael E. Mikolajczyk
*By: ________________________________
Michael E. Mikolajczyk
as attorney in fact
Michael E. Mikolajczyk was appointed the lawful attorney-in-fact with power
and authority to execute this registration statement on behalf of the officers
and directors named above pursuant to the power of attorney incorporated into
the signature pages at the time of the initial filing of this registration
statement.
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
+2.1 Stock Purchase Agreement, dated as of September 11, 2000, by and
among Diamond Technology Partners Incorporated ("Diamond"), and the
other parties named therein (incorporated by reference to Annex A to
Diamond's Registration Statement on Form S-4 (File No. 333-47830)).
+3.1(a) Restated Certificate of Incorporation of Diamond (incorporated by
reference to Exhibit 3.1 to Diamond's Registration Statement on Form
S-1 (File No. 333-17785)).
+3.1(b) Form of Certificate of Amendment to the Restated Certificate of
Incorporation of Diamond.
+5.1 Opinion of Winston & Strawn.
+10.1 DiamondCluster 2000 Stock Option Plan (incorporated by reference to
Annex D to Diamond's Registration Statement on Form S-4 (File No.
333-47830)).
+10.2 Amended and Restated 1998 Equity Incentive Plan of Diamond
(incorporated by reference to Annex E to Diamond's Registration
Statement on Form S-4 (File No. 333-47830)).
+23.1 Consent of Winston & Strawn (included in Exhibit 5.1 hereto).
+23.2 Consent of KPMG LLP.
+23.3 Consent of Arthur Andersen.
+23.4 Consent of Bouwer & Officier Accountants.
+24.1 Powers of Attorney.
+99.1 Consent of Morgan Stanley & Co. Incorporated (included in Annex B to
Diamond's Registration Statement on Form S-4 (File No. 333-47830)).
*99.2 Form of Proxy of Diamond.
</TABLE>
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+Filed previously.
*Filed herewith.
