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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 9134
FTI Consulting, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 52-126113
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2021 Research Drive, Annapolis, Maryland 21401
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(Address or principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A. (c), please to General Instruction A.(d), please
check the following box. [X] check the following box. [ ]
Securities Act registration statement file number to which this form relates:N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, par value $.01 per share American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
NONE
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(Title of Class)
Item 1 Description of Registrant's Securities to be Registered
The Registrant's Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission on March 5, 1996, as amended by
Amendment No. 1 to the Registration Statement filed on March 29, 1996 and
Amendment No. 2 to the Registration Statement filed on April 1, 1996, File
No. 333-2002 (collectively referred to hereafter as the "Registration
Statement") and Prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) on May 10, 1996 are hereby incorporated
by reference herein.
Item 2 Exhibits
1. Specimen of security registered hereunder*
2. Amended and Restated Articles of Incorporation*
3. Restated By-Laws*
4. Amendment to Article First of Articles of Incorporation
5. Amendment No. 1 to By-Laws
*Incorporated by reference to the Exhibits filed as exhibits to the
Registration Statement
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf on the undersigned, thereto duly authorized.
FTI CONSULTING, INC.
(Registrant)
Date March 3, 1999 By /s/ Jack B. Dunn, IV
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Name:Jack B. Dunn, IV
Title: President, Chairman
and Chief Executive Officer
FORENSIC TECHNOLOGIES INTERNATIONAL CORPORATION
ARTICLES OF AMENDMENT
Forensic Technologies International Corporation, a Maryland corporation having
its principal office in Anne Arundel County, hereby certifies to the Maryland
State Department of Assessments and Taxation that:
FIRST: Forensic Technologies International Corporation, a Maryland corporation
(the "Corporation"), desires to amend its Charter as currently in effect.
SECOND: The following provisions are all of the provisions of the Charter as
amended:
ARTICLE FIRST: Article First be and hereby is amended to change
the name of the Corporation and to read in its entirety as follows:
"ARTICLE FIRST: The name of the Corporation (which is hereinafter
called the Corporation) is:
FTI CONSULTING, INC.
THIRD: (A) The directors of the Corporation by unanimous written consent
adopted a resolution that described the foregoing amendment of the Charter,
declaring that said amendment was advisable and directing that said amendment be
submitted for approval by the stockholders.
(B) The holders of all classes of outstanding capital stock of the
Corporation entitled to vote on the Amendment to the Articles of Incorporation
of the Corporation approved this amendment of the Charter on May 20, 1998 by a
majority of the stockholders at the Annual Meeting of the Stockholders of the
Corporation, at which a quorum was present in person or by proxy and was acting
throughout.
FOURTH: As of immediately prior to this amendment, the total number of shares of
all classes of stock which the Corporation had authority to issue was
20,000,000, of which 16,000,000 were Common Stock having a par value of $.01 per
share, for a total aggregate par value of $160,000 and 4,000,000 shares were
Preferred Stock having a par value of $.01 per share, for a total aggregate par
value of $40,000. These Articles of Amendment do not make any change to the
authorized capital stock of the Corporation.
FIFTH: The undersigned President acknowledges these Articles of Amendment to be
the corporate act of the Corporation and, as to all matters or facts required to
be verified under oath, the undersigned President acknowledges that to the best
of his knowledge, information and belief, these matters and facts are true in
all material respects and this statement is made under the penalties of perjury.
IN WITNESS WHEREOF, the Corporation has caused these presents to be
signed in its name and on its behalf by its President and witnessed by its
Secretary on May 20, 1998.
WITNESS: FTI CONSULTING, INC.
/s/ Gary Sindler /s/ Jack B. Dunn, IV
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Gary Sindler Jack B. Dunn, IV
Secretary President
[CORPORATE SEAL]
AMENDMENT NO. 1 TO BY-LAWS OF
FORENSIC TECHNOLOGIES INTERNATIONAL CORPORATION
Article II, Section 2 of the By-Laws of Forensic Technologies
International Corporation is hereby amended to read in its entirety as follows:
SECTION 2. Annual Meeting. An annual meeting of the stockholders for
the election of directors and the transaction of any business within the powers
of the Corporation shall be held on the third Wednesday in May of each year or a
date no more than 31 days thereafter and at such time and place as the Board of
Directors shall determine. Except as the Charter or statute provides otherwise,
any business may be considered at an annual meeting without the purpose of the
meeting having been specified in the notice. The failure to hold an annual
meeting does not invalidate the Corporation's existence or affect any otherwise
valid corporate acts.
This Amendment No. 1 to the By-Laws has been duly adopted by the Board
of Directors of the Corporation effective as of the 25th day of March 1997.