First Consulting Group 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 27, 2007
(Date of earliest event reported)
First Consulting Group, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Registrants Telephone Number, Including Area Code)
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x 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))
TABLE OF CONTENTS
Item 8.01. Other Events.
On November 27, 2007, a putative class action lawsuit styled Discovery Partners v. Ronald V. Aprahamian, et al. was filed in the Superior Court of the State of California in and for the County of Los Angeles regarding the proposed merger between First Consulting Group, Inc. (FCG) and Computer Sciences Corporation (CSC). The lawsuit was purportedly filed on behalf of the public holders of FCGs common stock, and names as defendants FCG, each of FCGs directors, CSC and LB Acquisition Corp., the wholly-owned subsidiary of CSC acting as merger sub for the proposed transaction. The complaint alleges, among other things, that FCGs directors breached their fiduciary duties by adopting the Agreement and Plan of Merger dated October 30, 2007, between FCG, CSC and LB Acquisition Corp., and by approving the merger described therein, and claims that the proposed merger provides FCGs public stockholders with inadequate consideration for their shares of FCG common stock. The complaint alleges that CSC and LB Acquisition Corp. aided and abetted the alleged breaches by FCGs directors. The complaint further alleges that the proxy statement filed November 21, 2007 with the Securities and Exchange Commission in connection with the proposed merger was materially misleading and/or incomplete. The plaintiff seeks, among other things, class action status, an injunction preventing the completion of the merger (or rescinding the merger if it is completed), an order requiring additional proxy disclosures, compensatory and/or rescissory damages and the payment of attorneys fees and expenses. We believe the lawsuit is without merit and intend to defend the action vigorously.
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.