8-K 1 a5427718.txt FIRST CONSULTING GROUP, INC. 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): June 15, 2007 First Consulting Group, Inc. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-23651 95-3539020 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer Of incorporation) Identification No.) 111 W. Ocean Blvd. 4th Floor, Long Beach, CA 90802 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (562) 624-5200 -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 7 - Regulation FD Item 7.01 Regulation FD Disclosure. On June 18, 2007, FCG issued a press release announcing the acquisition of Zorch, Inc. The transaction was completed on June 15, 2007. The full text of this press release is furnished as Exhibit 99.1 to this report. Key terms of the transaction are as follows: o FCG paid $2 million in cash at the closing of the transaction, which amount was used to purchase 100% of the outstanding equity of Zorch plus pay off certain indebtedness of Zorch. o The Zorch stockholders are eligible for additional cash earn-out payments as follows: o $1 million is payable in March 2008 if the FirstPoint product generates revenues of $1.2 million in 2007. A pro-rated amount of the $1 million payment will be made if revenues of the product are between $950,000 and $1.2 million. o $1 million is payable in August 2008 if the FirstPoint product generates revenues of $4 million in the first half of 2008. A pro-rated amount of the $1 million payment will be made if revenues of the product are between $3.3 million and $4 million. o 50% of net income amounts that exceed a 14% operating contribution to the life sciences business from the FirstPoint product; this earn-out is evaluated/paid on an "annual" basis with periods of the second half of fiscal year 2008, fiscal year 2009, fiscal year 2010, and the first quarter of fiscal year 2011. o The transaction documents contain customary representations, warranties and indemnification rights in favor of FCG. o The company will incur a one-time charge during the current quarter in recognition of acquired in-process software research and development expenses. o The acquisition is expected to be neutral to FCG earnings in the second half of 2007 and accretive thereafter. o FCG is retaining all six members of the Zorch staff, including its chief executive officer, Brad Wright, and its lead business development executive, Daniel O'Connor. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. Attached as Exhibit 99.1 to this report is FCG's press releases furnished under Item 7.01 of this report. 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. First Consulting Group, Inc. Date: June 18, 2007 By: /s/ Michael A. Zuercher ------------------------------------ Michael A. Zuercher Senior VP, General Counsel and Secretary

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): June 7, 2007

First Consulting Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		0-23651		95-3539020
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

111 W. Ocean Blvd., 4th Floor, Long Beach, CA 90802 (Address of principal executive offices) (Zip Code)

(562) 624-5200 (Registrant’s telephone number, including area code)

N/A (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 7, 2007, the stockholders of First Consulting Group, Inc. (the “Company”) approved the adoption of the Company’s 2007 Equity Incentive Plan (the “2007 Plan”). The 2007 Plan is intended to succeed the Company’s 1997 Equity Incentive Plan, which is due to expire in August 2007. Also, upon the approval of the 2007 Plan, the Company’s following plans were terminated as to future awards: the First Consulting Group, Inc. Non-Employee Directors’ Stock Option Plan, the First Consulting Group, Inc. 1999 Non-Officer Equity Incentive Plan, and the Doghouse Enterprises, Inc. 2000 Equity Incentive Plan.

The principal terms of the 2007 Plan are summarized under Proposal 3 of the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on Schedule 14A on April 30, 2007, which is incorporated herein by reference. This summary is qualified in its entirety by reference to the 2007 Plan itself, a copy of which is attached as Appendix B of that definitive Proxy Statement and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document Description
10.1		First Consulting Group, Inc. 2007 Equity Incentive Plan (incorporated by reference to Appendix B of Schedule 14A filed on April 30, 2007 by First Consulting Group, Inc.)

SIGNATURE

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.

Dated: June 12, 2007	First Consulting Group, Inc.
	By:	/s/ Michael A. Zuercher
		Michael A. Zuercher Senior VP, General Counsel and Secretary

Exhibit Index

Exhibit No.		Description
10.1		First Consulting Group, Inc. 2007 Equity Incentive Plan (incorporated by reference to Appendix B of Schedule 14A filed on April 30, 2007 by First Consulting Group, Inc.)

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