SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 23, 2002
NAVIGANT CONSULTING, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-28830 36-4094854
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation or Organization) Number) Identification Number)
615 North Wabash, Chicago, IL 60611
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 573-5600
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Not Applicable
(Former Name or Former Address, if
Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On September 23, 2002, Navigant Consulting, Inc., a Delaware
corporation (the "Company"), announced that it had entered into an Asset
Purchase Agreement dated as of September 1, 2002 with Hunter & Associates
Management Services, Inc., a Delaware corporation (the "Seller"), THG Investors,
Inc., a Florida corporation (the "Parent") and each of the shareholders of
Parent (the "Shareholders") (the "Asset Purchase Agreement"). The Seller is a
Florida based consulting practice specializing in hospital and healthcare
systems, including management services, operating performance improvement plans
and plan implementation and operational restructuring. Pursuant to the Asset
Purchase Agreement, the Company purchased substantially all of the assets of
Seller, which primarily consists of client contracts and relationships, for a
purchase price consisting of:
. $10,157,806 in cash paid on the closing date,
. 1,464,547 shares of common stock of the Company issued on the
closing date,
. $500,000 in cash payable on April 1, 2003,
. deferred payments of $3,250,000 to be paid on each of September 1,
2003 and September 1, 2004, and
. up to $13,000,000 in performance-based earnout payments, which can
be earned over a three-year period.
The deferred payments and the earnout payments, if any, will be paid in cash and
unregistered shares of common stock of the Company. Either of the Company or the
Seller can elect to have up to two-thirds of each such payment made in cash,
with the remainder to be paid in shares of the Company's common stock at the
time of issuance.
The Company's source of funds for the acquisition was cash on hand and
borrowings under the Company's existing revolving credit facility with LaSalle
Bank.
A copy of the Asset Purchase Agreement is filed an exhibit hereto and
is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired:
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The financial statements of Seller required by this item will be
prepared in accordance with Regulation S-X and filed within 60 days of
the date hereof.
(b) Pro Forma Financial Information:
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The financial statements of Seller required by this item will be
prepared in accordance with Regulation S-X and filed within 60 days of
the date hereof.
(c) Exhibits:
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2 Asset Purchase Agreement dated as of September 1, 2002 among the
Company, the Seller, the Parent and the Shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NAVIGANT CONSULTING, INC.
Date: October 7, 2002 By: /s/ Philip P. Steptoe
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Name: Philip P. Steptoe
Title: Vice-President, General Counsel and Secretary
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
2 Asset Purchase Agreement dated as of September 1, 2002 among the
Company, the Seller, the Parent and the Shareholders.