Registration No. 333-30267
As filed with the Securities and Exchange Commission on March 31, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________
THE METZLER GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4094854
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
615 North Wabash Avenue (312) 573-5600
Chicago, Illinois 60611 (Telephone number, including
(Address, Including Zip Code, of area code, of registrant's
registrant's principal executive offices) principal executive offices)
THE METZLER GROUP, INC. LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
Robert P. Maher
Chief Executive Officer
The Metzler Group, Inc.
615 North Wabash Avenue
Chicago, Illinois 60611
(Name, address, including zip code and telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price per aggregate offering registration fee(2)
registered registered(1) share(2) price(2)
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share 4,200,000 30.88 $129,675,000 $38,254
=====================================================================================================================
(1) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution
provisions contained in the plan.
(2) Pursuant to Rule 457(h), the registration fee was computed on the basis of
the average of the high and low prices of the registrant's Common Stock on
the Nasdaq National Market on March 24, 1999.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
The contents of the Form S-8 Registration Statement under the Securities Act
of 1933, File No. 333-30267, which was filed with the Commission on June 27,
1997, are incorporated by reference in this Post-Effective Amendment No. 1 to
the Form S-8 Registration Statement.
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SIGNATURES
The Registrant. 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 the City of Chicago, State of Illinois, on the 30th day of
March, 1999.
The Metzler Group, Inc.
By: /s/ Robert P. Maher
-------------------
Chief Executive Officer
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POWER OF ATTORNEY
-----------------
The undersigned hereby appoint Robert P. Maher as our attorney-in-fact to
execute and file in our name and on our behalf, in all capacities as officers or
directors of The Metzler Group, Inc., Registration Statements on Form S-8 and
all amendments thereto (including post-effective amendments) to be filed with
the Securities and Exchange Commission, relating to the issuance, through The
Metzler Group, Inc. Long-Term Incentive Plan, of common stock of The Metzler
Group, Inc., par value $0.01 per share.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the
30th day of March, 1999.
/s/ Barry S. Cain /s/ James R. Thompson
- ----------------- ----------------------
Barry S. Cain James R. Thompson
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Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in their respective
capacities on this 30th day of March, 1999.
Signature Title
--------- -----
/s/ Robert P. Maher
- -------------------
Robert P. Maher Chairman of the Board of Directors, President and
Chief Executive Officer (Principal Executive Officer)
/s/ James F. Hillman
- --------------------
James F. Hillman Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
/s/ Barry S. Cain
- -----------------
Barry S. Cain Vice President, Chief Administrative Officer and
Director
*/s/ James T. Ruprecht
- ----------------------
James T. Ruprecht Director
*/s/ Peter B. Pond
- ------------------
Peter B. Pond Director
/s/ James R. Thompson
- ---------------------
James R. Thompson Director
*/s/ Mitchell H. Saranow
- ------------------------
Mitchell H. Saranow Director
*By: /s/ Robert P. Maher
- ------------------------
Robert P. Maher, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------------------- -----------------------------------------------------------
4.1 Amended and Restated Certificate of Incorporation of The
Metzler Group, Inc.(1)
4.2 Amendment No. 1 to Amended and Restated Certificate of
Incorporation of The Metzler Group, Inc. (2)
4.3 Amended and Restated By-Laws of The Metzler Group, Inc.(3)
4.4 The Metzler Group, Inc. Long-Term Incentive Plan, as
amended
5 Opinion of Sachnoff & Weaver, Ltd.
23 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney (contained on the signature page hereto)
(1) Incorporated by reference from the Registrant's Amendment No. 1 to
Registration Statement on Form S-1 (Registration No. 333-9019) as filed
with the SEC on September 4, 1996.
(2) Incorporated by reference from the Registrant's Registration Statement on
Form S-3 (Registration No. 333-40489) as filed with the SEC on November 18,
1997.
(3) Incorporated by reference from the Registrant's Amendment No. 1 to
Registration Statement on Form S-3 (Registration No. 333-40489) filed with
the SEC on February 12, 1998.
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