As filed with the Securities and Exchange Commission on May 15, 2015
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 | |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
|
30 South Wacker Drive, Suite 3550 Chicago, Illinois |
60606 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Navigant Consulting, Inc. Amended and Restated 2012 Long-Term Incentive Plan
(Full Title of the Plan)
Monica M. Weed
Executive Vice President, General Counsel and 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
Offering Price (2) |
Amount of
Registration Fee |
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Common Stock, $0.001 par value |
2,200,000 shares | $14.205 | $31,251,000 | $3,631 | ||||
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| (1) | Navigant Consulting, Inc. is filing this Registration Statement to register the issuance of an additional 2,200,000 shares of Common Stock authorized for issuance under the Navigant Consulting, Inc. Amended and Restated 2012 Long-Term Incentive Plan (the “Amended 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 Amended 2012 Plan relating to adjustments for changes resulting from a stock dividend, stock split or similar change. |
| (2) | Estimated in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The price of $14.205 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 11, 2015. |
EXPLANATORY NOTE
A Registration Statement on Form S-8 (File No. 333-181581) was filed with the Securities and Exchange Commission (the “Commission”) on May 22, 2012 covering the registration of 5,969,480 shares of the common stock, $0.001 par value (the “Common Stock”), of Navigant Consulting, Inc., a Delaware corporation (“Navigant”), under the Navigant Consulting, Inc. 2012 Long-Term Incentive Plan, which was amended and restated effective as of March 18, 2015. Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register an additional 2,200,000 shares of Common Stock under the Amended 2012 Plan and hereby incorporates by reference the contents of the prior Registration Statement except for Items 3, 5 and 8, which are being updated by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
Navigant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:
(1) Navigant’s annual report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Commission on February 13, 2015;
(2) Navigant’s quarterly report on Form 10-Q for the quarter ended March 31, 2015, filed with the Commission on April 29, 2015;
(3) Navigant’s current report on Form 8-K, filed with the Commission on February 23, 2015; and
(4) The description of 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 5. | Interests of Named Experts and Counsel. |
The validity of the securities registered hereunder will be passed upon for Navigant by Monica M. Weed, Executive Vice President, General Counsel and Secretary. Ms. Weed may receive awards under the Amended 2012 Plan. Ms. Weed beneficially owns or has rights to acquire an aggregate of less than one percent of the Common Stock.
| Item 8. | Exhibits. |
The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index.
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 15th day of May, 2015.
| NAVIGANT CONSULTING, INC. | ||
| By: |
/s/ Julie M. Howard |
|
| Julie M. Howard | ||
| Chairman and Chief Executive Officer | ||
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 Lucinda M. Baier, 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 |
Chairman and Chief Executive Officer |
May 15, 2015 | ||
| Julie M. Howard |
(principal executive officer) |
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/s/ Lucinda M. Baier |
Executive Vice President and Chief Financial Officer |
May 15, 2015 | ||
| Lucinda M. Baier |
(principal financial officer) |
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/s/ Scott S. Harper |
Vice President and Corporate Controller |
May 15, 2015 | ||
| Scott S. Harper |
(principal accounting officer) |
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/s/ Lloyd H. Dean |
Director |
May 15, 2015 | ||
| Lloyd H. Dean | ||||
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/s/ Hon. Cynthia A. Glassman |
Director |
May 15, 2015 | ||
| Hon. Cynthia A. Glassman | ||||
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/s/ Stephan A. James |
Director |
May 15, 2015 | ||
| Stephan A. James | ||||
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/s/ Samuel K. Skinner |
Director |
May 15, 2015 | ||
| Samuel K. Skinner | ||||
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/s/ Governor James R. Thompson |
Director |
May 15, 2015 | ||
| Governor James R. Thompson | ||||
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/s/ Michael L. Tipsord |
Director |
May 15, 2015 | ||
| Michael L. Tipsord | ||||
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/s/ Randy H. Zwirn |
Director |
May 15, 2015 | ||
| Randy H. Zwirn | ||||
EXHIBIT INDEX
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Exhibit
|
Description |
|
| 3.1* | Restated Certificate of Incorporation of Navigant Consulting, Inc. (incorporated by reference to Exhibit 3.1 to Navigant’s Current Report on Form 8-K filed with the Commission on May 23, 2012). | |
| 3.2* | Amendment to Restated Certificate of Incorporation of Navigant Consulting, Inc. (incorporated by reference to Exhibit 3.1 to Navigant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 filed with the Commission on July 31, 2014). | |
| 3.3* | 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). | |
| 3.4* | 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. Amended and Restated 2012 Long-Term Incentive Plan (incorporated by reference to Appendix A to Navigant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 8, 2015). | |
| 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 page 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 15, 2015
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 2,200,000 shares of Common Stock, $0.001 par value |
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel and Secretary of Navigant Consulting, Inc., a Delaware corporation (the “Company”), and have acted as counsel to the Company in connection with the registration on Form S-8 of the offer and sale of up to 2,200,000 shares of Common Stock, $0.001 par value of the Company (the “Common Stock”), being referred to as the “Plan Shares”, that may be issued under the Navigant Consulting, Inc. Amended and Restated 2012 Long-Term Incentive Plan (the “Plan”).
This opinion is being 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 amended, as currently in effect; (iii) the By-Laws of the Company, as amended, as currently in effect; (iv) the Plan; (v) resolutions of the Board of Directors of the Company relating to, among other things, approval of the Plan and the filing of the Registration Statement; and (vi) a report of the inspector of election certifying as to approval of the Plan by the shareholders of the Company at the Company’s Annual Meeting of Shareholders held on May 14, 2015. 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 authenticity 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 validly 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 payment 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 payment 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 opinion expressed herein is 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 opinion 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.
| Very truly yours, | ||
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/s/ Monica M. Weed |
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Monica M. Weed |
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| Executive Vice President, General Counsel and Secretary | ||
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 13, 2015, with respect to the consolidated balance sheets of Navigant Consulting, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2014, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2014, incorporated herein by reference.
/s/ KPMG LLP
Chicago, Illinois
May 14, 2015