SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission file number: 001-14875
FTI CONSULTING, INC.
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(Exact Name of Registrant as Specified in its Charter)
Maryland 52-1261113
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
2021 Research Drive, Annapolis, Maryland 21401
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(Address of Principal Executive Offices) (Zip Code)
(410) 224-8770
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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Common Stock, $.01 par value American Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The number of shares of Registrant's Common Stock outstanding on March 20, 2001
is 10,623,814.
The aggregate market value of voting stock held by non-affiliates of the
Registrant, based upon the average sales price of the Registrant's Common Stock
on March 20, 2001 was $109,895,000*.
* Excludes 633,543 shares deemed to be held by directors, officers and
greater than 10% holders of the Common Stock outstanding at March 16,
2001. Exclusion of Common Stock held by any person should not be construed
to indicate that such person possesses the power, direct or indirect, to
direct or cause the direction of the management or policies of the
Company, or that such person is controlled by, or under common control
with, the Company.
This amendment to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 corrects the exhibit index and adds two exhibits.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) FINANCIAL STATEMENTS, EXHIBITS AND SCHEDULES
3. EXHIBITS
NUMBER DESCRIPTION
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*3.1 Amended and Restated Articles of Incorporation of FTI
Consulting, Inc.
3.2 Bylaws of FTI Consulting, Inc., as amended and restated
**3.3 Amendment to Articles of Incorporation
***4.2 Specimen Common Stock Certificate
*10.1 1992 Stock Option Plan, as amended
****10.2 1997 Stock Option Plan, as amended
*10.3 Employment Agreement dated as of January 1, 1996, between
Forensic Technologies International Corporation and Jack B.
Dunn, IV
*10.4 Employment Agreement dated as of January 1, 1996, between
Forensic Technologies International Corporation and Joseph
R. Reynolds, Jr.
*****10.5 Employee Stock Purchase Plan
+10.6 Stock Purchase Agreement dated as of June 30, 1998, by and
among FTI Consulting, Inc., Klick, Kent & Allen, Inc., and
the stockholders named therein
++10.7 Stock Purchase Agreement dated as of September 25, 1998, by
and among FTI Consulting, Inc., Glenn R. Baker and Dennis
A. Guenther
+++10.8 Stock Purchase Agreement dated as of September 17, 1998, by
and among FTI Consulting, Inc., Kahn Consulting, Inc., KCI
Management Corp., and
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the stockholders named therein
++++10.9 LLC Membership Interests Purchase Agreement dated as of
January 31, 2000, by and among FTI Consulting, Inc., and
Michael Policano and Robert Manzo (schedules and exhibits
omitted)
++++10.10 Credit Agreement dated as of February 4, 2000, by and among
FTI Consulting, Inc., and its subsidiaries named therein,
Newcourt Commercial Finance Corporation, an affiliate of
The CIT Group, Inc., and the other agents and lenders named
therein (schedules and exhibits omitted)
++++10.11 Investment and Loan Agreement dated as of February 4, 2000,
by and among FTI Consulting, Inc., and its subsidiaries
named therein, Jack B. Dunn, IV, Stewart J. Kahn, Allied
Capital Corporation, and the other lenders named therein
(schedules and exhibits omitted)
++++10.12 Form of Series A Stock Purchase Warrant dated as of
February 4, 2000, by and between FTI Consulting, Inc., and
each of the lenders named in the above-referenced
Investment and Loan Agreement (schedules and exhibits
omitted)
10.13 Credit Agreement dated as of December 22, 2000, among FTI
Consulting, Inc. and the lenders and agents named therein
(schedules and exhibits omitted)
10.14 First Amendment to Credit Agreement dated as of February
23, 2001, among FTI Consulting, Inc. and the lenders and
agents named therein
+++++11.0 Computation of Earnings Per Share (included in Note 2 to
the Consolidated Financial Statements included in Item 8
herein)
+++++21.0 Schedule of Subsidiaries
23.0 Consent of Ernst & Young LLP
* Filed as an exhibit to the Company's Registration Statement on Form SB-1,
as amended (File No. 333-2002) and incorporated herein by reference.
** Filed as an exhibit to the Company's Registration Statement on Form 8-A
(File No. 001-14875) and incorporated herein by reference.
*** Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, and incorporated herein by reference.
**** Filed as an exhibit to the Company's Registration Statement on Form S-
8 (File No. 333-32160) and incorporated herein by reference.
***** Filed as an exhibit to the Company's Registration Statement on Form S-8
(File No. 333-30357)
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and incorporated herein by reference.
+ Filed as an exhibit to the Company's Current Report on Form 8-K filed July
15, 1998, and incorporated herein by reference.
++ Filed as an exhibit to the Company's Current Report on Form 8-K filed
October 13, 1998, and incorporated herein by reference.
+++ Filed as an exhibit to the Company's Current Report on Form 8-K filed
October 2, 1998, and incorporated herein by reference.
++++ Filed as an exhibit to the Company's Current Report on Form 8-K filed
February 15, 2000, and incorporated herein by reference.
+++++ Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment
to be signed on its behalf by the undersigned, thereunto duly authorized this
April 18, 2001.
FTI CONSULTING, INC.
By: /s/ Theodore I. Pincus
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Theodore I. Pincus
Executive Vice President and
Chief Financial Officer
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