RIGHT MANAGEMENT CONSULTANTS INC (RMCI) SPO
|Company Name||RIGHT MANAGEMENT CONSULTANTS INC|
|Company Address||1818 MARKET ST
PHILADELPHIA, PA 19103
|CEO||Richard J. Pinola|
|Employees (as of 3/31/2002)||2900|
|State of Inc||PA|
|Fiscal Year End||12/31|
|Exchange||Nasdaq National Market|
|Shares Over Alloted||577,500|
|Shareholder Shares Offered||850,000|
|Lockup Period (days)||180|
|Quiet Period Expiration||--|
We expect to receive approximately $65.2 million from our sale of 3,000,000 shares of common stock at an assumed offering price of $23.40 per share, or approximately $77.0 million if the underwriters' over-allotment option is exercised in full, after deducting the estimated underwriting discount and offering expenses payable by us. We also expect to receive $5.4 million, or $5.7 million if the underwriters' over-allotment option is exercised in full, in proceeds from the exercise of stock options by the selling shareholders to acquire the shares being sold by them in this offering. We intend to use the net proceeds from this offering to repay a portion of the indebtedness under our credit facility that we used to fund the Coutts acquisition. As a result, a portion of the net proceeds from this offering will be paid to affiliates of the underwriters who are lenders under our credit facility. Our indebtedness under our credit facility bears interest at a variable rate and matures on March 22, 2007. As of May 31, 2002, that indebtedness bore interest at a rate of approximately 4.2% per annum. As a result of the repayment of approximately $70.6 million in indebtedness under our credit facility, the interest rate will be reduced by 0.75% per annum. Additionally, upon the repayment of such indebtedness, the restrictions on our ability to make future acquisitions will not be applicable to us for so long as our leverage ratio does not exceed 1.25 to 1.0 on a pro forma basis. We will not receive any proceeds from the sale of common stock by the selling shareholders in this offering, except for the aggregate exercise price of stock options exercised by the selling shareholders to acquire the shares being sold by them in this offering.
The market for career transition and organizational consulting services is highly competitive. In the market for services required by global clients, we believe that there are several barriers to entry, such as the global coverage, specialized local knowledge and technology required to provide outstanding services to corporations on a global scale. Our current and anticipated competitors include: o major career transition services firms, such as Drake Beam Morin, a subsidiary of Thomson Corporation, a publishing company, and Lee Hecht Harrison, owned by Adecco Group SA, a provider of personnel and career services. Additionally, there are regional firms and numerous smaller boutiques operating in either limited geographic markets or providing limited services; o major organizational consulting firms that compete in serving the large employer market worldwide, such as William M. Mercer, Towers Perrin, Watson Wyatt and Hewitt Associates; o the organizational consulting practices of public accounting and consulting firms, such as PricewaterhouseCoopers, Deloitte & Touche, Cap Gemini Ernst & Young and Accenture; and o boutique consulting firms comprised primarily of professionals formerly associated with the firms mentioned above. The market for our services is subject to change as a result of competitive and technological developments and increased competition from established and new competitors. We believe that the primary determinants of selecting a career transition and organizational consulting firm include reputation, global scale, service quality, price and the ability to tailor services to a client's unique needs in a timely manner. We believe we compete favorably in all of these areas.
We are a leading global provider of career transition services and organizational consulting services. We were founded in 1980 as a local executive career transition services firm and since then we have grown to offer a full spectrum of services to meet the global workforce management needs of
our clients and their employees. Based on pro forma revenues, including Coutts Consulting Group Limited, we believe that we are the largest provider of career transition services in each of North America, Europe and Asia (excluding Japan), and the second-largest provider in Japan. We provide our services to clients from over 300 offices in over 35 countries. For the three months ended March 31, 2002, on a pro forma basis including Coutts, we generated approximately 51% of our revenues from the United States, 28% from Europe, 10% from Japan, 6% from Canada, 4% from the Asia-Pacific region (excluding Japan) and 1% from Brazil. Our operations are divided into two lines of business: career transition and organizational consulting services. The career transition segment provides services on both an individual and group basis to employees who have been displaced from their employment. The organizational consulting segment provides services to companies that require assistance in organizational performance, leadership development and talent management. Our customers consist primarily of mid-size and large industrial and service companies across a broad range of industries. We are retained by corporate clients to provide our services to individuals and our fees are paid exclusively by employers on behalf of their employees. We do not offer our services directly to individuals for purchase. We believe that our global presence, operating history, strong reputation and brand recognition, long- standing client relationships and innovative technology- based solutions provide us with significant competitive advantages. We focus on delivering value-added services that help our clients effectively manage the human side of change, whether offering assistance to individuals or groups of employees displaced from employment, or providing solutions that assist clients to manage the evolving performance, leadership and talent management needs of their workforces.
|Auditor||Arthur Andersen LLP|
|Company Counsel||Fox, Rothschild, O'Brien and Frankel, LLP|
|Lead Underwriter||UBS Warburg LLC|
|Transfer Agent||Stocktrans, Inc.|
|Underwriter||Banc of America Securities LLC|
|Underwriter||SunTrust Capital Markets, Inc|
|Underwriter||Wachovia Bank, N.A.|
|Underwriter Counsel||Sullivan and Cromwell|
The SPO profiles may contain historical records. Please visit the latest SPOs for the most recent information.