<PAGE>
As filed with the Securities and Exchange
Commission on November 28, 2000.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 36-4069408
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
875 N. 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)
DIAMOND TECHNOLOGY PARTNERS INCORPORATED AMENDED
AND RESTATED 1998 EQUITY INCENTIVE PLAN
(Full title of plan)
Nancy K. Bellis, Vice President and General Counsel
Diamond Technology Partners Incorporated
875 N. 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount
be Registered) Registered(1) Offering Price per Aggregate Offering of Registra-
Share(1) Price tion Fee
<S> <C> <C> <C> <C>
Class B Common Stock 7,750,000 $30.34 $235,135,000 $62,100
par value $.001 per
share
Class A Common Stock (2) (2)
par value $.001 per
share
</TABLE>
----------------
1. Computed in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. Computation
based upon the average of the high and low prices of the Class A Common
Stock of the Registrant as reported on the Nasdaq National Market as of
closing on November 22, 2000.
2. This Registration Statement also covers the Shares of Class A Common Stock,
par value $.001 per share, into which Class B Common Stock may be converted
and that they may be issued in lieu of the Class B Common Stock to
optionees who have ceased to be employees of the Registrant.
<PAGE>
Item 3. Incorporation of Certain Documents by Reference
The following documents that have been filed with the Securities and
Exchange Commission (the "Commission") by Diamond Technology Partners
Incorporated (the "Company") are incorporated herein by reference:
(a) The Company's Registration Statement on Form S-8 filed on November 24,
1998 (File No. 333-67899);
(b) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2000 (File No. 000-22125), containing audited financial statements for
the Company's latest fiscal year;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (File No.
000-22125) since the end of the fiscal year covered by the Annual Report on Form
10-K referenced above; and
(d) The description of the Class A Common Stock which is contained in the
registration statement on Form 8-A filed with the Commission (File No.
000-22125) under the Exchange Act, including any subsequent amendment or any
report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document 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 Registration Statement.
Item 8. Exhibits
Exhibit Number Description of Exhibit
4.1 Restated Certificate of Incorporation of the Company filed
as Exhibit 3.1 to the Company's Registration Statement on
Form S-1 (filed with the Commission on February 21, 1997,
(File No. 333-17785) (the "Form S-1"), and hereby
incorporated by reference).
4.2 Form of Amendment to the Restated Certificate of
Incorporation of the Company (filed with the Commission on
November 6, 2000, (File No. 333-47830) and hereby
incorporated by reference).
4.3 Amended and Restated By-laws of the Company (filed as
Exhibit 3.2 to the Form S-1 and hereby incorporated by
reference).
4.4 Diamond Technology Partners Incorporated Amended and
Restated 1998 Equity Incentive Plan.
4.5 Form of Stock Option Agreement for Non-Partners.
4.6 Form of Stock Option Agreement for Partners.
5.1 Opinion of the Company's Vice President and General Counsel
as to the legality of the securities being registered.
23.1 Consent of the Company's Vice President and General Counsel
(included in her opinion filed as Exhibit 5.1).
23.2 Consent of KPMG LLP.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Chicago, State of Illinois, on this 28th day of
November, 2000.
DIAMOND TECHNOLOGY PARTNERS INCORPORATED
By: /S/ Melvyn E. Bergstein
-----------------------
Melvyn E. Bergstein, Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Management Committee of Diamond Technology Partners Incorporated (which
administers the employee benefit plan) has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly authorized
in the City of Chicago, State of Illinois on the 28th day of November, 2000.
Diamond Technology Partners Incorporated
Amended and Restated 1998 Equity Incentive
Plan
By: /S/ Melvyn E. Bergstein
-----------------------
Melvyn E. Bergstein
Management Committee Chairman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Melvyn E. Bergstein and Michael E.
Mikolajczyk, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each said attorneys-in fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 28/th/ day of November, 2000.
Signature Title
/s/ Melvyn E. Bergstein Chairman and Chief Executive Officer (Principal
----------------------------
Melvyn E. Bergstein Executive Officer)
/s/ Karl E. Bupp Chief Financial Officer and Treasurer (Principal
----------------------------
Karl E. Bupp Financial and Accounting Officer)
/s/ Michael E. Mikolajczyk Vice Chairman, Secretary and Director
----------------------------
Michael E. Mikolajczyk
/s/ Adam J. Gutstein President and Director
----------------------------
Adam J. Gutstein
/s/ John J. Sviokla Vice Chairman and Director
----------------------------
John J. Sviokla
/s/ Edward R. Andersen Director
----------------------------
Edward R. Andersen
/s/ Donald R. Caldwell Director
----------------------------
Donald R. Caldwell
/s/ Mark L. Gordon Director
----------------------------
Mark L. Gordon
/s/ Alan C. Kay Director
----------------------------
Alan C. Kay
/s/ John D. Loewenberg Director
----------------------------
John D. Loewenberg
/s/ Christopher J. Moffit Director
----------------------------
Christopher J. Moffit
/s/ Arnold R. Weber Director
----------------------------
Arnold R. Weber
3
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INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description of Document Page
4.1 Restated Certificate of Incorporation of the Company
filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-1 and any amendments thereto
(filed with the Commission on February 21, 1997,
(File No. 333-17785) (the "Form S-1"), and hereby
incorporated by reference).
4.2 Form of Amendment to the Restated Certificate of
Incorporation of the Company (filed with the
Commission on November 6, 2000, (File No. 333-47830)
and hereby incorporated by reference).
4.3 Amended and Restated By-laws of the Company (filed
as Exhibit 3.2 to the Form S-1 and hereby
incorporated by reference).
4.4 Diamond Technology Partners Incorporated Amended and
Restated 1998 Equity Incentive Plan.
4.5 Form of Stock Option Agreement for Non-Partners.
4.6 Form of Stock Option Agreement for Partners.
5.1 Opinion of the Company's Vice President and General
Counsel as to the legality of the securities being
registered.
23.1 Consent of the Company's Vice President and General
Counsel (included in her opinion filed as Exhibit
5.1).
23.2 Consent of KPMG LLP.
4
