General Statement of Beneficial Ownership — Schedule 13D
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1: SC 13D General Statement of Beneficial Ownership 14 47K
2: EX-2.HTM Plan of Acquisition, Reorganization, Arrangement, HTML 4K
Liquidation or Succession
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
THE A CONSULTING TEAM, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
000881 10 2
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(CUSIP Number)
WILLIAM A. NEWMAN, ESQ.
MCGUIREWOODS LLP
1345 AVENUE OF THE AMERICAS, SEVENTH FLOOR
NEW YORK, NY 10105
(212) 548-2164
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 21, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 000881 10 2
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EXCALIBUR INVESTMENT GROUP LIMITED
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
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7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 4,972,701 (SEE ITEM 5)
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8 SHARED VOTING POWER
BY EACH REPORTING PERSON
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WITH 9 SOLE DISPOSITIVE POWER
4,972,701 (SEE ITEM 5)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,972,701 (SEE ITEM 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.98% (SEE ITEM 5)
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Item 1 Security and Issuer.
This Statement relates to shares of the Common Stock, par value $.01
per share (the "Shares"), of The A Consulting Team, Inc. (the "Company" or
"TACT"). The principal executive offices of the Company are located at 200 Park
Avenue South, Suite 900, New York, New York 10003.
Item 2 Identity and Background.
(a) This Statement is filed (i) by virtue of its direct holdings of
securities of Vanguard Info-Solutions Corporation, a privately-held New Jersey
Corporation ("Vanguard"), by Excalibur Investment Group Limited, a British
Virgin Islands company ("Excalibur"); and (ii) by virtue of its direct holdings
of Excalibur and indirect holdings of Vanguard, by Jesse Grant Hester and
Michael Patrick Dwen in their capacities as the trustees (the "Trustees") of The
Abacus Trust, a Guernsey discretionary trust created under a trust agreement,
dated July 28, 2004 (collectively, the "Reporting Persons"). As the trustee of
the Trust, the Trustees have the power to vote and direct the disposition of
Shares held indirectly by the Trust. The Reporting Persons have entered into an
agreement under which, subject to the terms and conditions set forth therein,
Excalibur will receive 4,972,701 Shares.
The name, residence or business address, principal occupation or
employment, and the name, principal business and address of the corporation or
other organization in which such employment is conducted, of (i) each Trustee
and (ii) each director and director and executive officer of Excalibur is set
forth on Schedule A attached hereto and incorporated by reference.
(b) The principal executive offices of Excalibur are located at c/o
Trident Trust Company (B.V.I.) Limited, Trident Chambers, P.O. Box 146, Road
Town, Tortola, British Virgin Islands. Excalibur is a British Virgin Islands
company.
The principal executive offices of the Trust are located at Office
102, Pargas Street No. 9, Nicosia, 1065 Cyprus. The Trust has been created under
the laws of Guernsey.
(c) Excalibur is a company engaged in the business of making
investments. The Trustee is a trust company and regularly acts as trustee under
trust instruments.
(d) During the past five years, neither any of the Reporting
Persons, nor, to the best knowledge of such persons, any person named in
Schedule A to this Statement, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither any of the Reporting
Persons, nor, to the best knowledge of the Reporting Persons, any person named
in Schedule A to this Statement, was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of which
proceeding such Reporting Person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
3
(f) Excalibur is a British Virgin Islands company. The Trust is a
Guernsey trust.
Item 3 Source and Amount of Funds or Other Consideration.
The consideration to be used in acquiring 4,972,701 Shares will be
6,800 of the 10,000 issued and outstanding shares of Vanguard. The acquisition
of the Shares will occur pursuant to the Share Exchange Agreement (the "Share
Exchange Agreement"), dated as of January 21, 2005, among the Company, Vanguard
and the shareholders of Vanguard, including Excalibur, a copy of which has been
filed by the Company as Exhibit 2.1 to the Company's Current Report on SEC Form
8-K filed on January 26, 2005. The provisions, terms and conditions of the Share
Exchange Agreement are summarized under Item 5 of this Schedule.
Item 4 Purpose of Transaction.
The Reporting Persons intend to acquire 4,972,701 of the 7,312,796
Shares to be issued under the Share Exchange Agreement in order to change the
control the Company. The businesses that Vanguard operates in the United States
and India offer services that may be useful to clients of the Company, and the
Reporting Persons accordingly believe that the combined operations of Vanguard
and its subsidiaries and the Company could result in increased revenues from the
Company's current clients as well as revenues from new clients. The Reporting
Persons and the other shareholders of Vanguard, each of whom will also be
exchanging its shares of Vanguard for Shares, intend to control TACT so as to
combine the operations of the respective businesses.
(a) The shareholders of Vanguard other than the Reporting Persons
are parties to the Share Exchange Agreement with the Company. Under that
agreement, the other shareholders of Vanguard will receive on closing of the
exchange transaction, 2,340,095 Shares in exchange for their 3,200 shares of
Vanguard in addition to the 4,972,701 Shares to be issued to the Reporting
Persons.
(b) The acquisition of the Shares to be acquired by the Reporting
Persons is contingent upon the satisfaction of several conditions, including (i)
the acquisition by Oak Finance Investments Limited, ("Oak"), a British Virgin
Islands company, of 1,024,697 Shares beneficially owned by Shmuel BenTov, (the
"Shareholder"), the principal shareholder of the Company, in exchange for a cash
purchase price of $10.25 per Share (provided that if the Company does not pay a
dividend on the Shares of $0.75 per Share on or prior to the consummation of the
purchase and sale of the Shareholder's Shares to Oak, then the purchase price
per Share payable to the Shareholder will be increased by the amount of the
difference between $0.75 and the amount of any dividend actually paid), (ii) the
issuance to Oak of 625,000 Shares (the "Firm Shares") by the Company in exchange
for a cash purchase price of $5,000,000 and (iii) the issuance to Oak or
assignees of Oak of up to an additional 625,000 Shares (the "Additional Shares")
if purchased by Oak or its assignees within 120 days after the purchase and sale
of the Firm Shares for a cash purchase price of $8.00 per Share. The
transactions between Oak and the Company are the subject of separate statements
on Schedule 13D to be filed by Oak and the trust that owns the capital stock of
Oak. The Reporting Persons understand that Oak's and such trust's statements on
Schedules 13D will be filed on or about the date of the filing of this
Statement. Reference is made to these persons' statements on Schedules 13D filed
or to be filed for a more complete understanding of the provisions, terms and
conditions of Oak's understandings with the Shareholder and with the Company.
4
(c) Not applicable.
(d) The current board of directors of the Company is expected to
change in that it will be expanded from four to five members. Further, under the
terms of the Share Exchange Agreement, William Miller and Steven S. Mukamal, two
of the four current directors of the Company will remain in office. Andrew Harry
Ball and William A. Newman are expected to be named as additional members of the
Company's board of directors. Of these four, Messrs. Miller and Mukamal are
independent directors. The fifth director will be independent as well.(e) The
present capitalization of the Company will change after giving effect to the
transactions contemplated by the Share Exchange Agreement, the Company Stock
Purchase Agreement and the Shareholder Stock Purchase Agreement by increasing
the amount of Shares outstanding by (i) at least 625,000 (the Firm Shares) and
as many as 1,250,000 Shares (the Firm Shares plus the Additional Shares) under
the Company Stock Purchase Agreement, and (ii) 7,312,796 Shares under the Share
Exchange Agreement. (f) The shareholders of Vanguard, including the Reporting
Persons, intend that the Company's current IT consulting business will be
operated as a single unit together with the domestic operations of Vanguard that
focuses on the IT consulting business in the United States and markets the
services of the call center and business process outsourcing operations of
Vanguard's international subsidiaries.
(g) The shareholders of Vanguard, including the Reporting Persons,
intend that following the exchange, subject to shareholder approval, the Company
will change its name to Vanguard Info-Solutions International Inc.
Except as described above in this Item 4, none of the Reporting
Persons nor, to the best knowledge of the Reporting Persons, any other person
named in Schedule A to this Statement, has formulated any plans or proposals
that relate to or would result in any matter required to be described in
response to paragraphs (a) through (j) of Item 4 of this Schedule 13D.
Item 5 Interests in Securities of the Issuer.
(a) As of the date of this Statement, the Reporting Persons are the
direct beneficial owners of 4,972,701 Shares, or approximately 48.8% of the
10,190,229 Shares (the "Pro Forma Outstanding Shares") that are anticipated to
be outstanding after giving effect to (i) the exchange of Shares for shares of
Vanguard that is contemplated by the Share Exchange Agreement and (ii) the
purchase of the minimum number of shares to be purchased by Oak under its stock
purchase agreement with the Company, according to the information contained in
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2004. The respective numbers of Shares that are directly beneficially owned by
each of the other Vanguard shareholders is as follows:
5
Andrew Harry Ball 2,303,531
Berenson Investments LLC 36,564
By virtue of the relationship described under Item 2 of this
Statement, the Trust may be deemed to be the indirect beneficial owner of the
Shares that are beneficially owned by Excalibur.
No Reporting Person beneficially owns any Shares other than those
reported in this Statement. The beneficial ownership of Shares of each Reporting
Person arises solely as a result of its right under the Share Exchange Agreement
to acquire such Shares within 60 days after the date of that agreement in
exchange for 6,800 of the 10,000 issued and outstanding shares of Vanguard.
The right of the Reporting Persons and each other Vanguard
Shareholders to be issued the Shares by TACT under the Share Exchange Agreement
and the obligations of TACT to issue Shares to the Vanguard shareholders is
subject to certain conditions, including:
o the accuracy of TACT's representations and warranties in the
Share Exchange Agreement;
o TACT's material performance of and compliance with the
covenants and obligations that it is required to perform or to
comply with under the Share Exchange Agreement, including the
payment of a dividend of not less than $0.75 per share to its
holders of record as of date to be announced;
o the delivery of a legal opinion;
o the absence of legal proceedings that challenge or seek
damages or other relief in connection with any of the
transactions contemplated by the Share Exchange Agreement, or
that may prevent or interfere with the contemplated
transactions;
o the absence of any material adverse change in the business,
operations, properties, prospects, results of operations or
condition (financial or otherwise) of TACT or any of its
subsidiaries;
o the consummation of the transactions contemplated by Oak's
agreements with the Shareholder and with TACT; and
o the approval by the shareholders of TACT of the issuance of
shares to the Vanguard shareholders under the Share Exchange
Agreement and to Oak under its agreement with the Company.
6
The obligation of TACT to issue the Shares to the Reporting Persons
and the other Vanguard shareholders in exchange for their shares of Vanguard is
subject to certain closing conditions, including:
o the accuracy of the representations and warranties made by the
Vanguard shareholders in the Share Exchange Agreement, both as
to Vanguard and as to the Vanguard shareholders;
o the performance of and compliance with the covenants and
obligations that the Vanguard shareholders are required to
perform or comply with under the Share Exchange Agreement;
o the delivery of a legal opinion;
o the absence of any legal proceedings that challenges or seeks
damages or other relief in connection with any of the
transactions contemplated by the Share Exchange Agreement, or
that may prevent or interfere with the contemplated
transactions;
o the absence of any material adverse change in the business,
operations, properties, prospects, results of operations or
condition (financial or otherwise) of Vanguard and its
subsidiaries; and
o the sale by Castor Finance Private Company Ltd., and Indian
subsidiary of Vanguard, of shares of Vanguard Info-Solution
Ltd., a second Indian subsidiary, to Vanguard, and the sale or
liquidation of Castor.
(b) Assuming the consummation of the exchange of Shares under the
Share Exchange Agreement, following the completion of those acquisitions, each
of the Vanguard shareholders, severally and not jointly, the Reporting Persons
will have the direct power to vote and direct the disposition of the 4,972,701
Shares they will acquire.
By virtue of the relationship described in Item 2 of this Statement,
the Trust may be deemed to have the indirect power to vote and direct the
disposition of the Shares that Excalibur will acquire. No person shares the
right to vote or the right to direct the disposition of the Shares with the
Reporting Persons.
(c) None of the Reporting Persons have effected any transactions in
the Shares during the 60 days prior to the date of this Statement.
(d) Subject to the escrow arrangements described below, each of the
Vanguard shareholders, severally and not jointly, has the right to receive and
the power to direct the receipt of dividends from, and the proceeds from the
sale of, the Shares that it will hold after completion of the Exchange
(e) Not applicable
7
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Registration Rights. The Shares to be issued to the Reporting
Persons under the Share Exchange Agreement are restricted shares and may not be
sold or otherwise transferred unless the sale or other transfer is exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"). After the Reporting Persons acquire Shares from TACT, the
Reporting Persons will have to right to cause TACT to register their Shares for
resale in accordance with the requirements of the Securities Act. If after the
closing TACT proposes to register shares of its common stock under the
Securities Act (other than on certain forms), it has agreed that it will first
give written notice to the Reporting Persons and the other Vanguard stockholders
of its intention to so register such shares of the Company's Common Stock and,
upon the written request of the Vanguard stockholders to include in such
registration Shares received in the exchange transaction, TACT will use
commercially reasonable efforts to cause all such Shares to be included in
TACT's registration on the same terms and conditions as the securities otherwise
being sold in such registration. If, however, there is a managing underwriter
and the managing underwriter advises TACT that the inclusion of all Shares
requested to be included in such registration would be materially detrimental to
the successful marketing (including pricing) of the common stock proposed to be
registered by TACT, then the number of Shares proposed to be included in such
registration will be reduced before any other Shares proposed to be included in
such registration.
Escrow of Shares. At the time of closing of the acquisition of the
Shares pursuant to the terms of the escrow agreement, the form of which is
attached to the Share Exchange Agreement as Exhibit D thereto, TACT will deposit
into escrow with an institutional escrow agent 1,000,000 shares (the "Escrowed
Shares") of the 4,972,701 Shares that are to be issued to Excalibur under the
Share Exchange Agreement. The Escrowed Shares will be deposited into escrow to
secure the indemnification obligations of Excalibur pursuant to Article 11 of
the Share Exchange Agreement. The Escrowed Shares are subject to cancellation
pursuant to Section 11.3 of the Share Exchange Agreement and the escrow
agreement. Cancellation of Escrowed Shares occurs if TACT makes a claim for
indemnification in accordance with the applicable terms of the Share Exchange
Agreement and the claim is resolved in favor of the claimant, either by
agreement of the parties or through arbitration conducted in accordance with the
applicable terms of the Share Exchange Agreement.
The Escrowed Shares that remain in escrow upon the later to occur of
(i) the first anniversary of the closing and (ii) the date on which any claims
that are outstanding on the first anniversary of the closing have been resolved,
are to be delivered to Excalibur or its assignees.
The right to vote the Escrowed Shares remains with Excalibur during
the pendency of the escrow. Any dividends paid on the Escrowed Shares during the
pendency of the escrow will be added to the property that the Escrow Agent holds
and is available for distribution under the escrow agreement.
8
The escrow agreement provides that it may be amended only by a
written agreement signed by TACT, Excalibur and the escrow agent.
Custodial Arrangements. Excalibur agreed to appoint T. V.
Govindarajan as its custodian and attorney-in-fact to effect the transactions
contemplated by the Share Exchange Agreement. Excalibur has further provided a
certificate in which it certifies as to certain matters regarding the shares of
Vanguard to be delivered to the Company at the closing in exchange for the
Shares to be issued to it. The respective forms of the custody agreement and the
shareholder's certificate appear as Exhibits B and C attached to the Share
Exchange Agreement.
Advisory Arrangement. Vanguard and Berenson & Company, LLC have
entered into an agreement for financial advisory services, dated June 28, 2004,
a copy of which is attached as Exhibit II to this Statement. Berenson
Investments LLC, one of the shareholders of Vanguard that has agreed to become a
holder of Shares in accordance with the Share Exchange Agreement, is an
affiliate of Berenson & Company, LLC. Under the financial advisory services
agreement, Berenson & Company has agreed to provide such financial advisory
services as Vanguard and Berenson may agree. Vanguard has agreed that a portion
of its fee (up to $150,000 payable with respect to the exchange transaction
under the Share Exchange Agreement) may be paid in Shares. The Shares are to be
issued to Berenson on the closing of the exchange transaction and are to be
valued based on the average trading price of the Shares during the 30 days prior
to the closing. The agreement has a minimum term ending on June 28, 2005 and may
thereafter be terminated by either party.
Other than set forth above, neither any of the Reporting Persons
nor, to the best knowledge of the Reporting Persons, any person named in
Schedule A to this Statement, has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to securities of
the Company, including, but not limited to, transfer or voting of any such
securities, finder's fees, joint ventures, loans or option arrangements, puts or
calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7 Material to be Filed as Exhibits.
Exhibit 1 Share Exchange Agreement, dated as of January
21, 2005, among Vanguard Info-Solutions
Corporation (a New Jersey corporation formerly
known as B2B Solutions, Inc.), the Vanguard
Stockholders named therein, the authorized
representative named therein and The A Consulting
Team, Inc., incorporated by reference to Exhibit
2.1 of the Current Report of The A Consulting
Team, Inc. on Form 8-K dated January 26, 2005.
Exhibit 2 Exhibit II Financial Advisory Services
Agreement, dated June 28, 2004, between Vanguard
and Berenson & Company, LLC, as amended on
January 25, 2005.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: January 26, 2005
By: /s/ Geeta Aajjar
------------------------------------------
Name: Geeta Aajjar
Title: Authorized Signatory
Signing in the capacities listed on
Schedule A attached hereto and
incorporated herein by reference.
10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
Date: January 26, 2005
/s/ Jesse Grant Hester
----------------------------------------
Jesse Grant Hester, as trustee under The
Abacus Trust dated July 28, 2004
/s/ Michael Patrick Dwen
------------------------------------------
Michael Patrick Dwen, as trustee under
The Abacus Trust dated July 28, 2004
Signing in the capacities listed on
Schedule "A attached hereto and
incorporated herein by reference.
11
SCHEDULE A
The business addresses of the directors and executive officers of
Vanguard is 2088 Route 130 North, Monmouth Junction, New Jersey 08852. The
present occupation or employment of such persons is as follows:
Excalibur Investment Group Limited
Director: Mathew Charles Stokes
Apt. 701
Naxou Street, Nicosia, 1070, Cyprus
Present Employment: Self employed, acting as director of
corporate entities through arrangements introduced by BC
Centrum Secretaries Limited
Secretary: BC Centrum Secretaries Limited
788-790 Finchley Road
London NW117 TJ
United Kingdom
Attention: Christine Prebble
Present employment: Professional firm performing
administrative and advisory services
Authorized Person: Geeta Aajjar
BC Centrum Secretaries Limited
788-790 Finchley Road
London NW117 TJ
United Kingdom
Present employment: Administrator employed by BC Centrum
Secretaries at the above address
The Abacus Trust, a Guernsey discretionary trust
Office 102
Pargas Street No. 9
Nicosia, 1065 Cyprus
Trustees: Jesse Grant Hester
8 Florinis Street,
Nicosia, Cyprus
Present Employment: Self employed, acting as trustee
through arrangements introduced by BC Centrum Secretaries
Limited
Michael Patrick Dwen
8 Florinis Street,
Nicosia, Cyprus
Present Employment: Self employed, acting as trustee
through arrangements introduced by BC Centrum Secretaries
Limited
12
Trust Secretary: David Pearlman
788-790 Finchley Road
London NW117 TJ
United Kingdom
Present employment: Accountant employed by BC Centrum
Secretaries at the above address
Persons other than the Trust that control Excalibur: None.
13
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Entities (as such term is defined in the Schedule 13D
referred to below) on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock, par value $0.01
per share, of Common Stock of The A Consulting Team, Inc. and that this
Agreement be included as an Exhibit to such joint filing. This Agreement may be
executed in any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as
of the 26th day of January, 2005.
EXCALIBUR INVESTMENT GROUP LIMITED
By: /s/ Mathew Charles Stokes
Name: Mathew Charles Stales
Title: Director
THE ABACUS TRUST under Agreement dated
July 28, 2004
By: /s/ Jessee Grant Hester
Name: Jesse Grant Hester
Title: Trustee
By: /s/ Michael Patrick Dwen
Name: Michael Patrick Dwen
Title: Trustee
14
Dates Referenced Herein and Documents Incorporated by Reference
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