As Filed with the Securities and Exchange Commission on November 19, 1999
Registration No. 333-30357
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
FTI CONSULTING, INC.
(Exact name of issuer as specified in its charter)
Maryland
(State of Incorporation)
52-1261113
(IRS Employer Identification Number)
2021 Research Drive, Annapolis, Maryland 21401
(Address of Principal Executive Offices)
FTI CONSULTING, INC.
1997 Stock Option Plan, as Amended
(Full title of the Plan)
----------------------------
Jack B. Dunn, IV
Chief Executive Officer
FTI Consulting, Inc.
2021 Research Drive
Annapolis, Maryland 21401
(410) 224-8770
(Name, address and telephone number of agent for service)
----------------------------
Copy to:
John B. Watkins, Esquire
Wilmer, Cutler & Pickering
100 Light Street
Baltimore, Maryland 21202
(410) 986-2800
----------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee (2)
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Common Stock, 1,000,000 shares $5.88 $5,880,000 $1,634.64
par value $.01 per
share,
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
(1) Also registered hereunder are such additional number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plan to which this Registration Statement relates. The 1997
Stock Option Plan was amended effective May 19, 1999 to increase the number of
shares of Common Stock reserved for issuance from 2.0 million to 3.0 million
shares of Common Stock.
(2) The registration fee has been calculated on the basis of the average of the
high and low prices reported on The American Stock Exchange ("AMEX") on November
17, 1999.
REGISTRATION OF ADDITIONAL SECURITIES.
The contents of the Registration Statement of FTI Consulting, Inc. (formerly
known as Forensic Technologies International Corporation) on Form S-8 (File No.
333-30357) filed with the Securities and Exchange Commission on June 30, 1997
and as amended by Post-Effective Amendment No.1 for the Registration Statement
filed with the Commission on February 1, 1999 are incorporated by reference
herein. The number of shares of Common Stock, par value $.01 per share ("Common
Stock"), reserved for sale upon exercise of stock options granted pursuant to
the 1997 Stock Option Plan, as amended, of FTI Consulting, Inc. is increased by
an additional 1,000,000 shares of Common Stock to a total of 3,000,000 shares of
Common Stock. This Post-Effective Amendment No. 2 to the Registration Statement
on Form S-8 (File No. 333-30357) is filed for the purpose of registering the
additional 1,000,000 shares of Common Stock reserved thereunder.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the authorization and issuance of the Common Stock
offered hereby will be passed upon for the Company by Wilmer, Cutler &
Pickering, Baltimore, Maryland. George P. Stamas, a member of the Board of
Directors and a stockholder of the Company, is a partner in Wilmer, Cutler &
Pickering. As of November 1, 1999, Mr. Stamas was the beneficial owner of 5,838
shares of Common Stock and stock options to purchase 35,600 shares of Common
Stock of the Company.
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ITEM 8. EXHIBITS
Number Description
3.1* Amended and Restated Articles of Incorporation
of the Registrant.
3.2* Restated By-Laws of the Registrant.
3.3** Amendment to Amended and Restated Articles of
Incorporation
3.4** Amendment No.1 to Restated By-Laws
4.4** Specimen certificate representing the Common
Stock of Registrant.
5.1 Opinion of Wilmer, Cutler & Pickering.
10.6 1997 Stock Option Plan, as amended May 19, 1999.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Wilmer, Cutler & Pickering (included
in Exhibit 5.1).
24.1 Power of Attorney (included as part of the
signature page to this Registration Statement).
------------------
* Incorporated herein by reference from the Registrant's
Registration Statement on Form SB-2 (File No. 333-2002).
** Incorporated herein by reference from the Registrant's
Registration Statement on Form 8-A filed with the Commission
on March 3, 1999 (File No. 001-14875).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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
Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File
No. 333-30357) to be signed on its behalf by the undersigned, thereunto duly
authorized, in Annapolis, Maryland on November 17, 1999.
FTI CONSULTING, INC.
/s/ JACK B. DUNN, IV
-------------------------
Jack B. Dunn, IV
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that Jack B. Dunn, Iv has been appointed
the true and lawful attorney-in-fact and agent 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 the Registration Statement on Form S-8 (File No.
333-30357) filed on June 30, 1997 and amended on February 1, 1999 and November
19, 1999, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent 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 attorney-in-fact and agent
or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- -----
/s/ JACK B. DUNN, IV
- ----------------------
Jack B. Dunn, IV Chairman of the Board and Chief November 17, 1999
Executive Officer
(principal executive officer)
/s/ STEWART KAHN
- ----------------------
Stewart Kahn President and Chief Operating November 17, 1999
Officer
/s/ THEODORE I. PINCUS
- ----------------------
Theodore I. Pincus Executive Vice President and November 17, 1999
Chief Financial Officer
(principal financial
and accounting officer)
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*
- ----------------------
James A. Flick Director November 17, 1999
*
- ----------------------
Peter F. O'Malley Director November 17, 1999
*
- ----------------------
Dennis J. Shaughnessy Director November 17, 1999
*
- ----------------------
George P. Stamas Director November 17, 1999
* Director November 17, 1999
- ----------------------
Scott S. Binder
*By: /s/ JACK B. DUNN, IV
-----------------------------------------
Jack B. Dunn, IV, as Attorney-in-Fact
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