As filed with the Securities and Exchange Commission on May 20, 2005
Registration No. 333-
UNITED STATES
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 | 52-1261113 | |
| (State of Incorporation) | (I.R.S. Employer Identification Number) |
900 Bestgate Road, Suite 100,
Annapolis, Maryland 21401
(Address of Principal Executive Offices) (Zip Code)
FTI CONSULTING, INC. EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full title of the Plan)
Jack B. Dunn, IV
President and Chief Executive Officer
FTI Consulting, Inc.
900 Bestgate Road, Suite 100
Annapolis, Maryland 21401
(410) 244-8770
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee (2) | |||||||
| Common Stock, par value $0.01 per share |
250,000 shares | $ | 22.49 | $ | 5,622,500 | $ | 661.77 | ||||
| (1) | An aggregate of 2,300,000 shares of Common Stock may be offered or issued pursuant to the FTI Consulting, Inc. Employee Stock Purchase Plan, as amended (the “Plan”), of which 900,000 shares, split-adjusted, were previously registered on Form S-8 (File No. 333-30173), 225,000 shares, split-adjusted, were previously registered on Form S-8 (File No. 333-64050), 300,000 shares, split adjusted, were previously registered on Form S-8 (File No. 333-92384), 375,000 shares, split adjusted, were previously registered on Form S-8 (File No. 333-105741), 250,000 shares were previously registered on Form S-8 (File No. 333-115786) and 250,000 are being registered hereunder. In addition, pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement also covers an undeterminable number of shares of common stock as may be necessary from time to time to satisfy the anti-dilution provisions of the Plan. |
| (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 closing price for a share of the Company’s common stock reported on the New York Stock Exchange on May 19, 2005, which is within five business days prior to the filing date of this Registration Statement. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, this Registration Statement on Form S-8 relating to the FTI Consulting, Inc. Employee Stock Purchase Plan, as amended, is being filed to register additional securities of the same class as other securities for which previously filed registration statements on Form S-8 are effective.
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. 333-30173) filed with the Commission on June 27, 1997, the Registration Statement of the Company on Form S-8 (File No. 333-64050) filed with the Commission on June 28, 2001, the Registration Statement of the Company on Form S-8 (File No. 333-92384) filed with the Commission on July 15, 2002, the Registration Statement of the Company on Form S-8 (File No. 333-105741) filed with the Commission on May 30, 2003, and the Registration Statement of the Company on Form S-8 (File No. 333-115786) filed with the Commission on May 24, 2004 with respect to the FTI Consulting, Inc. Employee Stock Purchase Plan, as amended, 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. Information furnished under Items 2.02 and 7.01 of our Current Reports on Form 8-K, including the related exhibits, is not incorporated by reference in 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*** | FTI Consulting, Inc. Employee Stock Purchase Plan, as amended | |
| 5.1 | Opinion of In-House Counsel of FTI Consulting, Inc. | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | |
| 23.2 | Consent of In-House Counsel (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 Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2003, and incorporated herein by reference. |
| ** | Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, 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 7, 2005, and incorporated herein by reference. |
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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 May 20, 2005.
| F TI CONSULTING, INC. | ||
| By: |
/S/ JACK B. DUNN, IV | |
| Name: |
Jack B. Dunn, IV | |
| Title: |
President and Chief Executive Officer | |
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, supplements 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.
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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.
| /S/ DENNIS J. SHAUGHNESSY Dennis J. Shaughnessy |
Chairman of the Board and a Director | May 20, 2005 | ||
| /S/ JACK B. DUNN, IV Jack B. Dunn, IV |
President and Chief Executive Officer and a Director (Principal Executive Officer) |
May 20, 2005 | ||
| /S/ DOMINIC DINAPOLI Dominic DiNapoli |
Executive Vice President and Chief Operating Officer | May 20, 2005 | ||
| /S/ THEODORE I. PINCUS Theodore I. Pincus |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
May 20, 2005 | ||
| /S/ CHARLES BORYENACE Charles Boryenace |
Vice President and Controller (Principal Accounting Officer) |
May 20, 2005 | ||
| /S/ MARK H. BEREY Mark H. Berey |
Director | May 20, 2005 | ||
| /S/ DENIS J. CALLAGHAN Denis J. Callaghan |
Director | May 20, 2005 | ||
| /S/ JAMES A. FLICK, JR. James A. Flick, Jr. |
Director | May 20, 2005 | ||
| /S/ GERARD E. HOLTHAUS Gerard E. Holthaus |
Director | May 20, 2005 | ||
| /S/ PETER F. O’MALLEY Peter F. O’Malley |
Director | May 20, 2005 | ||
| /S/ GEORGE P. STAMAS George P. Stamas |
Director | May 20, 2005 | ||
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