Exhibit 9.3
AnswerThink Consulting Group
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
March 15, 1998
To: The Undersigned Parties
Gentlemen:
Each of the undersigned are signatories, and reference is hereby made,
to that certain Shareholders Agreement dated April 23, 1997 (the "SHAREHOLDERS
AGREEMENT") governing, among other matters, certain voting arrangements
pertaining to the composition of the Board of Directors of AnswerThink
Consulting Group, Inc., a Florida corporation (the "COMPANY" or "ANSWERTHINK"),
and certain rights of first offer on behalf of management of the Company.
Capitalized terms not otherwise defined herein have the meanings set forth in
the Shareholders Agreement. In connection with the proposed reincorporation of
the Company in Delaware by means of a merger into a newly formed, wholly owned
Delaware corporation subsidiary of the Company and the potential initial public
offering ("IPO") of AnswerThink following such reincorporation, the Company's
underwriters have suggested that the Shareholders Agreement be modified in
certain respects, and the undersigned desire, by execution of this Letter
Agreement, to agree to such modifications as follows:
1. It is understood that the Board of Directors of the Company
intends unanimously to adopt a resolution appointing a three-member special
committee (the "COMMITTEE") of the Board to designate, on or before December 31,
1998, three (3) outside Board members who shall be unaffiliated with the Company
or any of the undersigned (the "3 OUTSIDE DIRECTORS"). The three members of the
Committee shall be (1) Xxx Xxxxxxxxx, (2) Xx Xxxxxx, and (3) either Xxxxx Xxxxxx
or Xxxx Xxxxxxxxx (as GTCR V may elect). Designations of each of the 3 Outside
Directors shall only be by unanimous vote of the three members of the Committee.
The Board of Directors, pursuant to resolutions to be adopted prior to the
consummation of the IPO, will provide that Xxxx Xxxxxxxxx will be placed in the
class of directors whose terms expire at the annual meeting of shareholders in
2000, and that Xxxxx Xxxxxx will be placed in the class of Directors whose terms
expire at the annual meeting of shareholders in 2001. Such resolutions also will
provide that
upon designation of the 3 Outside Directors by the Committee, the Board will
expand by adding three members, and one of the 3 Outside Directors will be
placed in each of the three classes of directors. No shareholder approval should
be required to effect any of the foregoing.
2. Conditioned upon the Board's adoption of the above-described
resolutions regarding the Committee and the designation and placement of the 3
Outside Directors into the three classes of directors and the placement of
Messrs. Xxxxxxxxx and Xxxxxx into the appropriate classes of directors, all as
set forth in paragraph 1, the undersigned agree that the force and effect of the
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Shareholders Agreement shall be suspended in all respects, effective upon
consummation of the IPO. Such suspension shall be superseded by an outright
termination of the Shareholders Agreement (without further action by the
undersigned) if, and as soon as, the 3 Outside Directors have taken their seats
on the Board of Directors of the Company as provided in paragraph 1 on or before
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December 31, 1998.
3. If, on the other hand, the IPO has been consummated but the 3
Outside Directors are not in place on AnswerThink's Board as of December 31,
1998, the suspension with respect to the voting arrangements in Section 1 of the
Shareholders Agreement effected by the preceding paragraph shall terminate and
be of no further force and effect, and the voting arrangements in Section 1 of
the Shareholders Agreement shall again be in full force and effect, effective as
of January 1, 1999. The suspension with respect to all other provisions of the
Shareholders Agreement shall, nonetheless, be superseded by an outright
termination of such provisions, effective as of January 1, 1999.
4. Since the Shareholders Agreement was executed, Xxxxx and Xxxx
(whose owners comprised the "XXXXXX GROUP" of AnswerThink's shareholders, as
such term is defined under the Shareholders Agreement) have dissolved and the
AnswerThink shares which had been owned by Xxxxx and Xxxx prior to such
dissolutions were distributed to Xxxxxx X. Xxxxxx ("XXXXXX") and the other prior
owners of interests in Gator and Xxxx. Xxxxxx currently holds valid proxies
from such persons to vote their shares. Xxxxxx'x execution of this Letter
Agreement is therefore intended to be binding on the entire "Xxxxxx Group" of
AnswerThink shareholders, as such term is defined in the Shareholders Agreement.
5. Accordingly, in consideration of the foregoing premises, the
parties by their execution of this Letter Agreement agree and accept the
foregoing terms by which the Shareholders Agreement is now modified.
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6. This Letter Agreement may be executed in counterparts and by fax.
ANSWERTHINK CONSULTING GROUP, INC.
By: /s/ Xxx X. Xxxxxxxxx
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Xxx X. Xxxxxxxxx
President
EXECUTIVES:
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/s/ Xxx X. Xxxxxxxxx
---------------------------------
Xxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxx, III
---------------------------------
Xxxxxxx X. Xxxxxx, III
XXXXXX GROUP:
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/s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx, on behalf of himself and,
pursuant to valid proxies, those certain
other AnswerThink shareholders who
owned interests in either Gator
Associates, Ltd. or Xxxx Ventures, Ltd.
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MG CAPITAL PARTNERS II, L.P.
By:
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Its: ______________________________________
XXXXXX, XXXXX, XXXXXXX, XXXXXX FUND V, L.P
By: GTCR V, L.P.
Its: General Partner
By: Xxxxxx, Xxxxx, Xxxxxxx, Rauner, Inc.
Its: General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Principal
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