EXECUTION COPY
Exhibit 10.26
AMENDMENT NO. 1
TO
MERGER AGREEMENT
DATED AS OF APRIL 27, 1998
AMONG
ANSWERTHINK CONSULTING GROUP, INC., ("BUYER")
ANSWERTHINK ACQUISITION SUB. NO. 1, INC., ("NEWCO")
LEGACY TECHNOLOGY, INC. ("LEGACY")
AND
THE SHAREHOLDERS OF LEGACY TECHNOLOGY, INC. ("SELLERS")
WHEREAS, Buyer, Newco, Legacy and Sellers entered into that certain
merger agreement dated April 27, 1998 (the "Agreement") whereby the Parties
agreed to merge Legacy with and into Newco upon the terms and conditions of the
Merger Agreement;
WHEREAS, the Articles of Incorporation of Buyer were amended and
restated in contemplation of the proposed Initial Public Offering of Buyer (the
"Amended and Restated Articles");
WHEREAS, the Amended and Restated Articles reflected that each share
of Buyer's capital stock was reverse split on a one-for-two basis (e.g., each
two shares of Buyer's outstanding capital stock on a pre-split basis were
exchanged for one share of Buyer's capital stock on a post-split basis) (the
"Reverse Stock Split");
WHEREAS, the number of Buyer's Shares issued in connection with this
Agreement shall be equal to one-half of the total number of shares which would
have been issued prior to the aforementioned reverse stock split, and the price
per shall be double the price per share prior to the reverse stock split;
WHEREAS, the Amended and Restated Articles and the one for two reverse
split of Buyer's Shares were adopted and approved by the directors and
shareholders of Buyer (as required); and
WHEREAS, the Buyer, Newco, Legacy and the Sellers wish to amend the
Agreement as set forth herein;
NOW, THEREFORE, the Parties hereby agree as follows:
1. Section 2(h) (Purchase Price). As a result of the Reverse Stock Split,
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section 2(h) of the Agreement is amended to replace the number "538,333"
with "269,166" and to replace "$6.00" with "$12.00" in the second sentence.
Section 2(h) of the Agreement is further amended to replace "6.0" with
"12.0" in the seventh sentence.
2. Section 2(j) (Earned Payout Amount). As a result of the Reverse Stock
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Split, section 2(j)(iii) of the Agreement is amended to replace "$6.00"
with "$12.00" in the second sentence.
3. Section 2(m) (the Closing). As a result of the Reverse Stock Split,
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section 2(m) of the Agreement is amended to replace "May 15, 1998" with
"May 20, 1998" in the last sentence.
4. Section 2(o) (Post Closing Adjustment). As a result of the Reverse Stock
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Split, section 2(o) of the Agreement is amended to replace "538,333" with
269,166" and to replace "158,300" with "79,150".
5. Section 3(b). As a result of the Reverse Stock Split, section 3(b)(vi) of
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the Agreement is hereby amended by replacing the first sentence in its
entirety with the following:
"The authorized capital stock of Buyer consists of (a) 125,000,000
shares of common stock, of which 23,200,041 shares are issued and
outstanding; (b) 1,250,000 shares of the preferred stock, of which no
shares are issued and outstanding; and (c) 3,650,000 shares of
convertible preferred stock, of which 1,790,026 shares are issued and
outstanding."
6. Defined Terms. Capitalized terms used herein and not otherwise defined are
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used as defined in the Agreement.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 as of this 18th day of May, 1998.
ANSWERTHINK CONSULTING GROUP,
INC.
By: /Xxxx San Xxxxxx/
-----------------------------------
Name: Xxxx San Xxxxxx
Title: Executive Vice President - Finance
and Chief Financial Officer
ANSWERTHINK ACQUISITION SUB.
NO. 1, INC.
By: /Xxxx San Xxxxxx/
-----------------------------------
Name: Xxxx San Xxxxxx
Title: Vice President and Treasurer
LEGACY TECHNOLOGY, INC.
By: /Xxxx Xxxxxxxxxxx/
-----------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: President and Chief Executive
Officer
SELLERS:
/Xxxx Xxxxxxxxxxx/
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Xxxx Xxxxxxxxxxx
/Xxxxxxx XxXxxxxx/
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Xxxxxxx XxXxxxxx
/Xx Xxxxx/
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Xx Xxxxx
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