POST-EFFECTIVE AMENDMENT NO. 2 TO
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 Jurisdiciton of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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NAVIGANT CONSULTING, INC. LONG-TERM INCENTIVE PLAN
(Full Title of the Plans)
Philip Steptoe
Executive Vice President, Secretary and General Counsel
615 North Wabash Avenue
Chicago, Illinois 60611
(Name and Address of Agent for Service)
(312) 573-5600
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------ Title of securities Amount to be registered Proposed maximum offering Proposed maximum aggregate Amount of to be registered (1) (2) price per unit (3) offering price (3) registration fee (3) ------------------------------------------------------------------------------------------------------------------------------------ Common stock, par value $0.001 5,237,863 shares $7.475 $39,153,026 $9,789 per share ------------------------------------------------------------------------------------------------------------------------------------ |
(1) Each share of Common Stock is accompanied by a share purchase right pursuant to the Registrant's Rights Agreement, dated December 15, 1999, with American Stock Transfer and Trust Company, as Rights Agent.
(2) This Registration Statement covers, in addition to the number of shares of Common Stock stated above and pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), an indeterminate number of shares and interests in the Navigant Consulting, Inc. Long-Term Incentive Plan (the "Plan") which by reason of certain events specified in the Plan may become subject to the Plan.
(3) Pursuant to Rule 457(h), the maximum offering price, per share of Common Stock and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on April 25, 2001, as reported on the New York Stock Exchange and published in The Wall Street Journal.
The Exhibit Index included in this Registration Statement is at page 2.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering 5,230,863 additional shares of common stock, par value $0.001 per share ("Common Stock"), of Navigant Consulting, Inc., a Delaware corporation (the "Registrant"), reserved for issuance upon the exercise of stock options or the issuance of restricted stock awards that may be granted under the Navigant Consulting, Inc. Long-Term Incentive Plan. The contents of the Registrant's previously filed Form S-8 Registration Statement (No. 333-30267), as filed with the Securities Exchange Commission on June 27, 1997 and Post-Effective Amendment No. 1 to the Form S-8 Registration Statement (No. 333-30267), as filed with the Securities Exchange Commission on March 31, 1999, are hereby incorporated by reference in this Post-Effective Amendment No. 2 to the Form S-8 Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
5. Opinion of Company Counsel.
23.1 Consent of KPMG LLP (consent of independent
accountants).
23.2 Consent of Company Counsel (included in Exhibit 5).
24.1 Powers of attorney (included in this Registration Statement
under "Signatures").
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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, the State of Illinois, on April 26, 2001.
NAVIGANT CONSULTING, INC.
By: /s/ William M. Goodyear
-----------------------
Name: William M. Goodyear
Title: Chairman of the Board and Chief
Executive Officer
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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, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date
----------------------------------- ----------------------------- ---------------
/s/ William M. Goodyear Chairman of the Board, Chief April 26, 2001
----------------------------------- Executive Officer (Principal
William M. Goodyear Executive Officer) and
Director
/s/ Benjamin W. Perks Executive Vice President and April 26, 2001
----------------------------------- Chief Financial Officer
Benjamin W. Perks (Principal Financial and
Accounting Officer)
/s/ Thomas A. Gildehaus Director April 26, 2001
-----------------------
Thomas A. Gildehaus
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/s/ Peter B. Pond Director April 26, 2001 ----------------- Peter B. Pond /s/ Samuel S. Skinner Director April 26, 2001 --------------------- Samuel S. Skinner /s/ Carl S. Spetzler Director April 26, 2001 -------------------- Carl S. Spetzler /s/ James R. Thompson Director April 26, 2001 --------------------- James R. Thompson |
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EXHIBIT 5
Opinion of Counsel
[Letterhead of Navigant Consulting, Inc.]
April 26, 2001
Navigant Consulting, Inc.
615 North Wabash Avenue
Chicago, IL 60611
RE: Registration Statement on Form S-8 of Navigant Consulting, Inc. (the "Registration Statement") registering 5,237,863 shares of Common Stock, $.001 par value
Ladies and Gentlemen:
I have acted as General Counsel for Navigant Consulting, Inc., a Delaware corporation (the "Company"), in connection with the registration on Form S-8 of the offer and sale of up to 5,237,863 additional shares of Common Stock, $.001 par value, of the Company (the "Common Stock"), and additional rights pursuant to the Company's Rights Agreement dated December 15, 1999, with American Stock Trade and Transfer Company as Rights Agent (together with the Common Stock, the "Shares") under the Navigant Consulting, Inc. Long-Term Incentive Plan (the "Plan").
This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the "Act").
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of:
(i) the Registration Statement to be filed with the Securities and Exchange
Commission (the "Commission") under the Act; (ii) the Amended and Restated
Certificate of Incorporation of the Company, as currently in effect; (iii) the
By-Laws of the Company, as currently in effect; (iv) the Plan; and (v)
resolutions of the Board of Directors of the Company relating to, among other
things, the filing of the Registration Statement and the approval of certain
amendments to the Plan. I have also examined such other documents as I have
deemed necessary or appropriate as a basis for the opinion set forth below.
In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authority of all documents submitted to me as certified or photostatic copies, and the authenticity of the originals of all documents. As to any facts material to this opinion which I did not independently verify, I have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
Based upon and subject to the foregoing, I am of the opinion that when issued and delivered by the Company pursuant to the Plan, the Shares being registered will be legally issued, fully paid and non-assessable shares of Common Stock.
I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, I do not concede that I am an expert within the meaning of the Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Act.
Very truly yours,
/s/ Philip Steptoe Philip Steptoe Executive Vice President, Secretary and General Counsel |
EXHIBIT 23.1
Consent of KPMG LLP
The Board of Directors and Stockholders
Navigant Consulting, Inc.
We consent to incorporation by reference in the registration statement on Form S-8 of Navigant Consulting, Inc. of our reports dated February 19, 2001, relating to the consolidated balance sheets of Navigant Consulting, Inc. and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2000, and the related schedule, which reports appear in the December 31, 2000 annual report on Form 10-K of Navigant Consulting, Inc.
/s/ KPMG LLP Chicago, Illinois April 27, 2001 |