8-K 1 a2034279z8-k.txt FORM 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): December 28, 2000 ------------------ marchFIRST, Inc. ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Delaware 0-28166 36-3797833 ---------------------------- ------------ ------------------ (State or Other Jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 311 South Wacker Drive, Suite 3500, Chicago, Illinois 60606-6618 ----------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (312) 922-9200 -------------- 1 Item 5. Other Events. On December 28, 2000, pursuant to a Stock Purchase Agreement dated as of December 13, 2000, Francisco Partners, L.P., through an affiliate ("Francisco Partners"), invested $150 million in marchFIRST, Inc. ("marchFIRST"). Francisco Partners purchased 63,053 shares of marchFIRST's Series A 8% Senior Convertible Participating Preferred Stock and 86,947 shares of marchFIRST's Series B 12% Senior Participating Preferred Stock for $1,000 per share. A detailed description of the terms of these securities is contained in marchFIRST's Current Report on Form 8-K dated December 13, 2000. In connection with this transaction, the Company amended its Bylaws to specifically provide that the directors who are entitled to be elected by holders of preferred stock shall be elected to one year terms instead of the staggered three year terms applicable to the other board members. A copy of the Third Amended and Restated Bylaws of the Company is filed as Exhibit 4.1. On December 28, 2000, the Company issued a press release related to the completion of the transaction. A copy of the press release is filed as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 4.1 Third Amended and Restated By-Laws of the Company as amended as of December 11, 2000. 4.2 Conformed copy of the Certificate of Designations, Preferences and Rights of Series A 8% Senior Convertible Participating Preferred Stock of the Company. 4.3 Conformed copy of the Certificate of Designations, Preferences and Rights of Series B 12% Senior Participating Preferred Stock of the Company. 99.1 Press Release dated December 28, 2000.

2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. marchFIRST, Inc. Dated: December 29, 2000 By: /s/ ROBERT F. BERNARD ---------------------------------------- Robert F. Bernard, Chairman, Chief Executive Officer 3 EXHIBIT INDEX -------------

Exhibit No. Exhibit ----------- ------- 994.1 ~~Press~~Third ~~Release~~Amended ~~dated~~and ~~December~~Restated ~~14,~~By-Laws ~~2000.~~of ~~99.2~~the ~~Stock~~Company ~~Purchase~~as ~~Agreement~~amended ~~dated~~ as of December 1311, 2000 ~~by and between marchFIRST, Inc~~., ~~a Delaware corporation, and FP-Lion, L~~4.~~L.C.,~~2 aConformed ~~Delaware~~copy ~~limited liability company. 99.3 Form~~ of the Certificate of Designations, Preferences and Rights of Series A 8% Senior Convertible Participating Preferred Stock. 99of the Company. 4.3 ~~Form~~Conformed copy of the Certificate of Designations, Preferences and Rights of Series B 12% Senior B Participating Preferred Stock of the Company. 99.1 Press Release dated December 28, 2000.

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