As filed with the Securities and Exchange Commission on January 30, 2002
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Navigant Consulting, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware 36-4094854
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
615 North Wabash Avenue 60611
Chicago, Illinois (Zip Code)
(Address of Principal Executive Offices)
Navigant Consulting, Inc. 2001 Supplemental Equity Incentive Plan
(Full Title of the Plan)
Philip P. Steptoe
Vice President, General Counsel and Secretary
Navigant Consulting, Inc.
615 North Wabash Avenue
Chicago, Illinois 60611
(312) 573-5600
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price Per Aggregate Offering Registration Fee
Registered Unit Price
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Common Stock, $0.001 par
value per share 800,000 shares (1) $ 5.42 (2) $ 4,336,000 (2) $ 398.91
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Preferred Stock Purchase
Rights 800,000 rights (1) (3) (3) (3)
----------------------------------------------------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the number of shares of
common stock and preferred stock purchase rights stated above and pursuant to
Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"),
an indeterminate number of shares of common stock and preferred stock purchase
rights which by reason of certain events specified in the Plan may become
subject to the Plan.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act, based upon the average of the
high and low prices of the shares of common stock on the New York Stock Exchange
on January 28, 2002.
(3) The preferred stock purchase rights initially are attached to and trade
with the shares of common stock being registered hereby. Value attributable to
such rights, if any, is reflected in the market price of the common stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents heretofore filed (File Number 0-23876) with the
Securities and Exchange Commission (the "Commission") by Navigant Consulting,
Inc. (the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001, June 30, 2001 and September 30, 2001;
(c) The Company's Current Reports on Form 8-K dated January 16, 2001,
March 23, 2001, November 21, 2001 and January 9, 2002;
(d) The description of the Common Stock, $0.001 par value, of the
Company (the "Common Stock") contained in the Registration Statement on Form 8-A
filed by the Company with the Commission on September 16, 1996, including any
amendments or reports filed for the purpose of updating such descriptions; and
(e) The description of the Preferred Stock Purchase Rights of the
Company associated with the Common Stock contained in the Registration Statement
on Form 8-A filed by the Company with the Commission on December 17, 1999,
including any amendments or reports filed for the purpose of updating such
descriptions.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (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 4. Description of Securities
-------------------------
Not applicable. The Common Stock available for grant pursuant to the
2001 Supplemental Equity Incentive Plan will be treasury shares, which were
previously reacquired by the Company. Neither officers nor members of the Board
of Directors of the Company will receive awards under the 2001 Supplemental
Equity Incentive Plan.
1
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
As permitted by the Delaware General Corporation Law ("DGCL"), the
Company's certificate of incorporation provides that directors of the Company
shall not be personally liable to the Company or its stockholders for monetary
damages for breaches of their fiduciary duty as directors, except for liability
for breach of their duty of loyalty to the Company or its stockholders, for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, liability for authorizing illegal dividends or
redemptions, or liability for a transaction from which the director derived an
improper personal benefit. This provision would have no effect on the
availability of equitable remedies or nonmonetary relief, such as an injunction
or rescission for breach of the duty of care. In addition, the provision applies
only to claims against a director arising out of his or her role as a director
and not in any other capacity (such as an officer or employee of the Company).
Further, liability of a director for violations of the federal securities laws
will not be limited by this provision.
The DGCL empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that the person was an officer or director
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
the action, suit or proceeding, if the officer or director acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no reasonable
cause to believe his or her conduct was illegal. A Delaware corporation may
indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his or her duty. Where an
officer or director is successful on the merits or otherwise in the defense of
any action referred to above, the corporation must indemnify the officer or
director against the expenses which the officer or director actually and
reasonably incurred.
The Company's certificate of incorporation provides that it will
indemnify its directors and officers (and any other employee or agent designated
for indemnification by resolution of the board of directors) to the fullest
extent permitted by the DGCL as described above. The certificate of
incorporation also provides that the right to indemnification is a contract
right and is not exclusive of any other right under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise. The certificate of
incorporation also permits the Company to secure insurance on behalf of any
officer, director, employee or agent for any liability arising out of his or her
status as such, regardless of whether the certificate of incorporation permits
indemnification.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
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Exhibit
Number Description of Exhibit
------ ----------------------
2
4.1 Amended and Restated Certificate of Incorporation of the
Company, filed as an exhibit to the Company's Registration
Statement on Form S-1 (Registration No. 333-9019) on July 26,
1996, is incorporated herein by reference.
4.2 Amendment No. 1 to Amended and Restated Certificate of
Incorporation of the Company, filed as an exhibit to the
Company's Registration Statement on Form S-3 (the "S-3")
(Registration No. 333-40489) on November 18, 1997, is
incorporated herein by reference.
4.3 Amendment No. 2 to Amended and Restated Certificate of
Incorporation of the Company, filed as an exhibit to Amendment
No. 1 to the S-3 on February 12, 1998, is incorporated herein
by reference.
4.4 Bylaws of the Company, filed as an exhibit to Amendment No. 1
to the S-3 on February 12, 1998, are incorporated herein by
reference.
4.5 Rights Agreement dated as of December 15, 1999 between the
Company and American Stock Transfer & Trust Company, as Rights
Agent, filed as an exhibit to the Company's Current Report on
Form 8-K dated December 15, 1999, is incorporated herein by
reference.
4.6* Navigant Consulting, Inc. 2001 Supplemental Equity Incentive
Plan.
23.1* Consent of KPMG LLP Independent Accountants.
24.1* Power of Attorney (included in this Registration Statement
under "signatures").
__________________________________
* Filed herewith.
Item 9. Undertakings
------------
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement; and
3
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
----
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 deemed to be the initial bona fide offering thereof.
---- ----
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.
4
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-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 30th day of
January, 2002.
Navigant Consulting, Inc.
By: /s/ William M. Goodyear
---------------------------------
William M. Goodyear
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William M. Goodyear and Benjamin W.
Perks, and each of them (with full power to each of them to act alone), his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, to do any and all acts and things and execute, in the name of
the undersigned, any and all instruments which said attorneys-in-fact and agents
may deem necessary or advisable in order to enable Navigant Consulting, Inc. to
comply with the Securities Act and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the filing with the
Securities and Exchange Commission of the registration statement on Form S-8
under the Securities Act, including specifically, but without limitation, power
and authority to sign the name of the undersigned to such registration
statement, and any amendments to such registration statement (including post-
effective amendments), and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
to sign any and all applications, registration statements, notices or other
documents necessary or advisable to comply with applicable state securities
laws, and to file the same, together with other documents in connection
therewith with the appropriate state securities authorities, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and to perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and any of them, or their 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 and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ William M. Goodyear Director, Chairman of the Board and Chief January 30, 2002
--------------------------------- Executive Officer (principal executive
William M. Goodyear officer)
5
/s/ Ben W. Perks Executive Vice President and Chief January 30, 2002
---------------------------- Financial Officer (principal financial
Ben W. Perks officer and principal accounting officer)
/s/ Thomas A. Gildehaus Director January 30, 2002
----------------------------
Thomas A. Gildehaus
/s/ Peter B. Pond Director January 30, 2002
----------------------------
Peter B. Pond
/s/ Samuel S. Skinner Director January 30, 2002
----------------------------
Samuel S. Skinner
/s/ Carl S. Spetzler Director January 30, 2002
----------------------------
Carl S. Spetzler
/s/ James R. Thompson Director January 30, 2002
----------------------------
James R. Thompson
6
Index to Exhibits to Registration Statement on Form S-8
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Amended and Restated Certificate of Incorporation of the Company, filed
as an exhibit to the Company's Registration Statement on Form S-1
(Registration No. 333-9019) on July 26, 1996, is incorporated herein by
reference.
4.2 Amendment No. 1 to Amended and Restated Certificate of Incorporation of
the Company, filed as an exhibit to the Company's Registration
Statement on Form S-3 (the "S-3") (Registration No. 333-40489) on
November 18, 1997, is incorporated herein by reference.
4.3 Amendment No. 2 to Amended and Restated Certificate of Incorporation of
the Company, filed as an exhibit to Amendment No. 1 to the S-3 on
February 12, 1998, is incorporated herein by reference.
4.4 Bylaws of the Company, filed as an exhibit to Amendment No. 1 to the
S-3 on February 12, 1998, are incorporated herein by reference.
4.5 Rights Agreement dated as of December 15, 1999 between the Company and
American Stock Transfer & Trust Company, as Rights Agent, filed as an
exhibit to the Company's Current Report on Form 8-K dated December 15,
1999, is incorporated herein by reference.
4.6* Navigant Consulting, Inc. 2001 Supplemental Equity Incentive Plan.
23.1* Consent of KPMG LLP Independent Accountants.
24.1* Power of Attorney (included in this Registration Statement under
"signatures").
____________________
* Filed herewith.