As filed with the Securities and Exchange Commission on July 15, 2002
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
FTI CONSULTING, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State of Incorporation)
52-1261113
(IRS Employer Identification Number)
900 Bestgate Road, Suite 100, Annapolis, Maryland 21401
(Address of Principal Executive Offices)
FTI CONSULTING, INC.
1997 Stock Option Plan, as Amended
Employee Stock Purchase Plan, as Amended
(Full title of the Plan)
----------------------------
Jack B. Dunn, IV
Chairman of the Board and
Chief Executive Officer
FTI Consulting, Inc.
900 Bestgate Road, Suite 100
Annapolis, Maryland 21401
(410) 224-8770
(Name, address and telephone number of agent for service)
----------------------------
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee(2)
-----------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share 1,700,000 shares $32.645 $55,496,500 $5,106
=================================================================================================================
(1) An aggregate of 7,725,000 shares of Common Stock may be offered or issued
pursuant to the FTI Consulting, Inc. 1997 Stock Option Plan, as amended, of
which 4,500,000 shares, split-adjusted, were previously registered on Form
S-8 (File No. 333-30357), 225,000 shares, split-adjusted, were previously
registered on Form S-8 (File No. 333-32160), 1,500,000 shares,
split-adjusted, were previously registered on Form S-8 (File No.
333-64050), and 1,500,000 shares are being registered hereunder. Further,
an aggregate of 950,000 shares of Common Stock may be offered or issued
pursuant to the FTI Consulting, Inc. Employee Stock Purchase Plan, as
amended, of which 600,000 shares, split-adjusted, were previously
registered on Form S-8 (File No. 333-30173) and 150,000 shares,
split-adjusted, were previously registered on Form S-8 (File No.
333-64050), and 200,000 shares are being registered hereunder.
(2) Estimated solely for the calculation of the registration fee pursuant to
Rule 457(c) and (h). The registration fee has been calculated with respect
to the additional securities registered on this Form S-8 only, on the basis
of the average of the high and low prices reported on The New York Stock
Exchange on July 10, 2002.
================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the Registration Statement of FTI Consulting, Inc.,
formerly known as Forensic Technologies International Corporation (the
"Company"), on Form S-8 (File No. 333-30357) filed with the Securities and
Exchange Commission on June 30, 1997, as amended by Post-Effective Amendment No.
1 to the Registration Statement filed with the Commission on February 1, 1999
and by Post-Effective Amendment No. 2 to the Registration Statement filed with
the Commission on November 19, 1999, the Registration Statement of the Company
on Form S-8 (File No. 333-30173) filed with the Commission on June 27, 1997, the
Registration Statement of the Company on Form S-8 (File No. 333-32160) filed
with the Commission on March 10, 2000, and the Registration Statement of the
Company on form S-8 (File No. 333-64050) filed with the Commission on June 28,
2001, are incorporated by reference herein.
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, subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities remaining unsold shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement.
Item 8. Exhibits.
Number Description
4.1* Articles of Incorporation of the Registrant, as amended and
restated.
4.2** By-Laws of the Registrant, as amended and restated.
4.3*** 1997 Stock Option Plan, as amended.
4.4*** Employee Stock Purchase Plan, as amended.
5.1 Opinion of Piper Rudnick LLP.
23.1 Consent of Independent Public Auditors.
23.2 Consent of Piper Rudnick LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
* Filed as an exhibit to the Company's Registration Statement on Form S-8 (Reg.
No. 333-64050), and incorporated herein by reference.
-1-
** Filed as an exhibit to the Company's Annual Report on Form 10-K/A for the
year ended December 31, 2000, and incorporated herein by reference.
*** Filed as an exhibit to the Company's definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on April 10, 2002,
and incorporated herein by reference.
-2-
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 Annapolis, Maryland, as of July 15, 2002.
FTI CONSULTING, INC.
By: /s/ Jack B. Dunn, IV
-----------------------------------
Jack B. Dunn, IV
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the FTI Consulting, Inc. Employee Stock Purchase Plan 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
Annapolis, Maryland, as of July 15, 2002.
FTI CONSULTING, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Dennis J. Shaughnessy
-----------------------------------
Name: Dennis J. Shaughnessy
Title: Chairman of the Compensation
Committee
KNOW ALL MEN BY THESE PRESENTS that Jack B. Dunn, IV and Theodore I. Pincus
have been appointed the true and lawful attorneys-in-fact and agents of the
persons identified below, with full power of substitution and resubstitution,
for him or in his name, place and stead, in any and all capacities to sign any
and all amendments or post-effective amendments to this Registration Statement
on Form S-8, 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, or either one of them, full
power and authority to do and perform each and every act and thing requisite or
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 hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
-3-
/s/ Jack B. Dunn, IV Chairman of the Board and Chief July 15, 2002
------------------------------- Chief Executive Officer
Jack B. Dunn, IV (Principal Executive Officer)
/s/ Stewart J. Kahn President, Chief Operating July 15, 2002
------------------------------- Officer and Director
Stewart J. Kahn
/s/ Theodore I. Pincus Executive Vice President, July 15, 2002
------------------------------- Chief Financial Officer and
Theodore I. Pincus Secretary (Principal Financial
and Accounting Officer)
/s/ Denis J. Callaghan Director July 15, 2002
-------------------------------
Denis J. Callaghan
/s/ James A. Flick, Jr. Director July 15, 2002
-------------------------------
James A. Flick, Jr.
Director July __, 2002
-------------------------------
Peter F. O'Malley
/s/ Dennis J. Shaughnessy Director July 15, 2002
-------------------------------
Dennis J. Shaughnessy
/s/ George P. Stamas Director July 15, 2002
-------------------------------
George P. Stamas
-4-