As filed with the Securities and Exchange Commission on May 22, 2012
Registration No. 333-
UNITED STATES
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 | |
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
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30 South Wacker Drive, Suite 3550 Chicago, Illinois |
60606 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Navigant Consulting, Inc. 2012 Long-Term Incentive Plan
(Full Title of the Plan)
Monica M. Weed
Vice President, General Counsel and Corporate Secretary
Navigant Consulting, Inc.
30 South Wacker Drive, Suite 3550
Chicago, Illinois 60606
(312) 573-5600
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
Calculation of Registration Fee
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| Title of Securities to be Registered |
Amount to be
Registered (1) |
Proposed Maximum
Offering Price Per Share (2) |
Proposed Maximum
Aggregate Offering Price (2) |
Amount of
Registration Fee |
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Common Stock, $0.001 par value |
5,969,480 shares (1) | $12.655 (2) | $75,543,770 (2) | $8,658 | ||||
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| (1) | Navigant Consulting, Inc. is filing this Registration Statement to register the issuance of 5,444,480 shares of Common Stock authorized for issuance under the Navigant Consulting, Inc. 2012 Long-Term Incentive Plan (the “2012 Plan”) plus an additional 525,000 shares of Common Stock underlying equity awards issued under the “Prior Plan” (as defined in the 2012 Plan) that were outstanding as of the effective date of the 2012 Plan and that may be available for future awards under the 2012 Plan. Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement also covers such additional and indeterminate number of shares as may become issuable pursuant to the provisions of the 2012 Plan relating to adjustments for changes resulting from a stock dividend, stock split or similar change. |
| (2) | Estimated in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The price of $12.655 per share represents the average of the high and low sales prices of the Common Stock as reported on The New York Stock Exchange on May 17, 2012. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Navigant Consulting, Inc., a Delaware corporation (“Navigant”), hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Securities and Exchange Commission (the “Commission”):
(1) Navigant’s annual report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on February 17, 2012;
(2) Navigant’s quarterly report on Form 10-Q for the quarter ended March 31, 2012, filed with the Commission on April 27, 2012;
(3) Navigant’s current reports on Form 8-K, filed with the Commission on February 28, 2012 (excluding the information set forth in Item 7.01 thereof), March 14, 2012, May 2, 2012 and May 11, 2012; and
(4) The description of Navigant’s shares of common stock, $0.001 par value (the “Common Stock”), contained in the Registration Statement on Form 8-A filed by Navigant with the Commission on September 16, 1996, including any subsequent amendment or any report filed for the purpose of updating such description.
All documents subsequently filed by Navigant with the Commission pursuant to Sections 13(a), 13(c), 14 and 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 to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be 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.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities registered hereunder will be passed upon for Navigant by Monica M. Weed, Vice President, General Counsel and Corporate Secretary. Ms. Weed may receive awards under the 2012 Plan. Ms. Weed beneficially owns or has rights to acquire an aggregate of less than one percent of the Common Stock.
Item 6. Indemnification of Directors and Officers.
As permitted by the Delaware General Corporation Law (“DGCL”), Navigant’s certificate of incorporation provides that directors of Navigant shall not be personally liable to Navigant 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 Navigant 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 Navigant). 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.
Navigant’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 Navigant 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.
The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index.
Item 9. Undertakings.
(a) Navigant 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 of 1933, as amended (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
(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 information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by Navigant pursuant to Section 13 or Section 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) Navigant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Navigant’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 Navigant pursuant to the foregoing provisions, or otherwise, Navigant 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 Navigant of expenses incurred or paid by a director, officer or controlling person of Navigant 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, Navigant 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Navigant 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 the 22nd day of May, 2012.
| NAVIGANT CONSULTING, INC. | ||
| By: | /s/ Julie M. Howard | |
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Julie M. Howard Chief Executive Officer |
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POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Monica M. Weed and Thomas A. Nardi, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this 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, 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 said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue thereof.
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Name |
Title |
Date |
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/s/ Julie M. Howard Julie M. Howard |
Chief Executive Officer and Director (principal executive officer) | May 22, 2012 | ||
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/s/ Thomas A. Nardi Thomas A. Nardi |
Executive Vice President and Chief Financial Officer (principal financial officer) | May 22, 2012 | ||
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/s/ Scott S. Harper Scott S. Harper |
Executive Director and Controller (principal accounting officer) | May 22, 2012 | ||
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/s/ William M. Goodyear William M. Goodyear |
Executive Chairman of the Board | May 22, 2012 | ||
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/s/ Thomas A. Gildehaus Thomas A. Gildehaus |
Director | May 22, 2012 | ||
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/s/ Hon. Cynthia A. Glassman Hon. Cynthia A. Glassman |
Director | May 22, 2012 | ||
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/s/ Stephan A. James Stephan A. James |
Director | May 22, 2012 | ||
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/s/ Peter B. Pond Peter B. Pond |
Director | May 22, 2012 | ||
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/s/ Samuel K. Skinner Samuel K. Skinner |
Director | May 22, 2012 | ||
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/s/ Governor James R. Thompson Governor James R. Thompson |
Director | May 22, 2012 | ||
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/s/ Michael L. Tipsord Michael L. Tipsord |
Director | May 22, 2012 | ||
EXHIBIT INDEX
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Exhibit No. |
Description |
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| 3.1* | Restated Certificate of Incorporation of Navigant Consulting, Inc. (incorporated by reference to Appendix A to Navigant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2012). | |
| 3.2* | By-Laws of Navigant Consulting, Inc., as amended on July 25, 2007 (incorporated by reference to Exhibit 3.1 to Navigant’s Current Report on Form 8-K filed with the Commission on July 26, 2007). | |
| 3.3* | Amendment to By-Laws of Navigant Consulting, Inc., effective as of December 16, 2010 (incorporated by reference to Exhibit 3.1 to Navigant’s Current Report on Form 8-K filed with the Commission on December 21, 2010). | |
| 4.1* | Navigant Consulting, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Appendix B to Navigant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2012). | |
| 5.1** | Opinion of Monica M. Weed, Esq. | |
| 23.1** | Consent of Independent Registered Public Accounting Firm. | |
| 23.2** | Consent of Monica M. Weed, Esq. (included in Exhibit 5.1). | |
| 24.1** | Power of Attorney (set forth on the signature pages of this Registration Statement). | |
| * | Previously filed with the Commission and incorporated herein by reference. |
| ** | Filed herewith. |
EXHIBIT 5.1
[Letterhead of Navigant Consulting, Inc.]
May 22, 2012
Navigant Consulting, Inc.
30 S. Wacker, Suite 3550
Chicago, IL 60606
| Re: | Registration Statement on Form S-8 of Navigant Consulting, Inc. (the “Registration Statement”) registering 5,969,480 shares of Common Stock, $0.001 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 5,969,480 shares of Common Stock, $0.001 par value of the Company (the “Common Stock”), being referred to as the “Plan Shares”, to be issued under the Navigant Consulting, Inc. 2012 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 Restated Certificate of Incorporation of the Company, as currently in effect; (iii) the By-Laws of the Company, as amended and restated, 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. 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 on the forgoing, and subject to the qualifications and limitations hereinafter set forth, I am of the opinion that each Plan Share that is newly issued pursuant to the Plan will be legally issued, fully paid and non-assessable when: (i) the Registration Statement shall have become effective under the Act; (ii) the Company’s Board of Directors or a duly authorized committee thereof shall have duly authorized the issuance of such Plan Share as contemplated by the Plan; and (iii) either a certificate representing such Plan Share shall have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against receipt of the agreed consideration therefor to the extent required by, and in accordance with the terms of, the Plan or if any Plan Share is to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Plan Share to the person entitled thereto against receipt of the agreed consideration therefor to the extent required by, and in accordance with the terms of, the Plan.
This opinion is limited to the General Corporation Law of the State of Delaware, and I do not express any opinion herein concerning any other law. The opinions expressed herein are based on laws in effect on the date hereof, and I assume no obligation to advise you after the date hereof of facts or circumstances that come to my attention or changes in law that occur which could affect the opinions contained herein.
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.
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Very truly yours, |
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/s/ Monica M. Weed |
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Monica M. Weed |
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Vice President, General Counsel and Corporate Secretary |
2
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Navigant Consulting, Inc.:
We consent to the use of our reports dated February 17, 2012, with respect to the consolidated balance sheets of Navigant Consulting, Inc. as of December 31, 2011 and 2010, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2011, the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2011, incorporated herein by reference.
/s/ KPMG LLP
Chicago, Illinois
May 22, 2012