As filed with the Securities and Exchange Commission on April 15, 2003
Registration No. 333-103405
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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NAVIGANT CONSULTING, INC.
(Exact name of registrant as specified in its charter)
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Delaware 36-4094854
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
615 North Wabash Avenue
Chicago, Illinois 60611
(Address of Principal Executive
Offices, including Zip Code)
Navigant Consulting, Inc.
Employee Stock Purchase Plan
(Full Title of the Plan)
Philip P. Steptoe
Vice President, General Counsel and Secretary
615 North Wabash Avenue
Chicago, Illinois 60611
(Name and Address of Agent for Service)
(312) 573-5600
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
============================================================================================================
Proposed Proposed
Amount maximum maximum Amount of
to be offering aggregate registration
registered (2) price per offering price fee (4)
Title of securities to be registered (1) (3) unit (4) (4) (5)
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Common Stock, par value $0.001 per share....... 500,000 shares $5.88 $ 2,940,000 $ 237.85
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(1) Each share of Common Stock is accompanied by a share purchase right
pursuant to the Registrant's Rights Agreement, dated December 15, 1999,
with American Stock Transfer and Trust Company as Rights Agent.
(2) This Post-Effective Amendment No. 1 to Registration Statement covers, in
addition to the number of shares of Common Stock stated above and pursuant
to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), an indeterminate number of shares and interests in the
Navigant Consulting, Inc. Employee Stock Purchase Plan (the "Plan") which
by reason of certain events specified in the Plan may become subject to the
Plan.
(3) This Post-Effective Amendment No. 1 to Registration Statement includes any
additional shares of Registrant's common stock that may be issued pursuant
to antidilution provisions contained in the Plan.
(4) Pursuant to Rule 457(h), the maximum offering price, per share of Common
Stock and in the aggregate, and the registration fee were calculated based
upon the average of the high and low prices of the Common Stock on February
21, 2003, as reported on the New York Stock Exchange and published in The
Wall Street Journal.
(5) The registration fee was paid on February 24, 2003 in connection with the
original filing of the Form S-8 Registration Statement.
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PURPOSE OF AMENDMENT
This Post-Effective Amendment No. 1 to Form S-8 Registration Statement
(this "Amendment No. 1") is being filed solely to correct Exhibit 4.6, Navigant
Consulting, Inc. Employee Stock Purchase Plan, to the Form S-8 Registration
Statement (File No. 333-103405) originally filed with the Commission on February
24, 2003 (the "Registration Statement"), because an incorrect version of the
Plan was inadvertently filed as Exhibit 4.6 to the Registration Statement. The
Registration Statement is not otherwise amended or superseded by this Amendment
No. 1.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the attached Index of Exhibits at page 4, which is incorporated in this
Item 8 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
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on April 15, 2003.
NAVIGANT CONSULTING, INC.
By: /s/ WILLIAM M. GOODYEAR
------------------------------------
William M. Goodyear
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities indicated as of April 15, 2003.
Signature Title
--------- -----
/s/ WILLIAM M. GOODYEAR Chairman of the Board and Chief Executive Officer
----------------------------------------- (Principal Executive Officer) and Director
William M. Goodyear
* Executive Vice President and Chief Financial Officer
----------------------------------------- (Principal Financial and Accounting Officer)
Ben W. Perks
* Director
-----------------------------------------
Thomas A. Gildehaus
* Director
-----------------------------------------
Valerie B. Jarrett
* Director
-----------------------------------------
Peter B. Pond
* Director
-----------------------------------------
Samuel K. Skinner
* Director
-----------------------------------------
James R. Thompson
*By: /s/ WILLIAM M. GOODYEAR
-----------------------------------------
William M. Goodyear, Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Amended and Restated Certificate of Incorporation of
Registrant filed as an exhibit to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-9019) on July 26, 1996, is incorporated herein by
reference.
4.2 Amendment No. 1 to Amended and Restated Certificate of
Incorporation of the Registrant, filed as an exhibit
to the Registrant's Registration Statement on Form S-3
(the "S-3") (Registration No. 333-40489) on
November 18, 1997, is incorporated herein by reference.
4.3 Amendment No. 2 to Amended and Restated Certificate of
Incorporation of the Registrant, filed on Form 8-A12B
on July 20, 1999, is incorporated herein by reference.
4.4 Bylaws of the Registrant, filed as exhibit 3.3 to
Amendment No. 1 to the S-3 on February 12, 1998, are
incorporated herein by reference.
4.5 Rights Agreement dated as of December 15, 1999
between the Registrant and American Stock Transfer &
Trust Company, as Rights Agent, filed as exhibit 4 to
the Registrant's Current Report on Form 8-K dated
December 15, 1999, and filed on December 17, 1999, is
incorporated herein by reference.
4.6 Navigant Consulting, Inc. Employee Stock Purchase Plan.
5.* Opinion of Registrant's Counsel.
23.1* Consent of KPMG LLP (Independent Accountants).
23.2* Consent of Registrant's Counsel (included in
Exhibit 5).
24.1* Power of Attorney (included in the Registration
Statement under "Signatures").
__________________
* Previously filed.
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