**SECURITIES AND EXCHANGECOMMISSION**

**Washington,D.C. 20549**

 

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**FORM 10-K/A**

 

**(Amendment No.1)**

 

| **(Mark One)**                                                                                                 |   |                                                                                               |
|----------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------|
| **ý**                                                                                                     |   | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**     |
|                                                                                                           |   |                                                                                               |
| **For the  fiscal year ended December 31, 2003**                                                          |
|                                                                                                           |
| **OR**                                                                                                         |
|                                                                                                           |
| **o**                                                                                                          |   | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                           |
| **For the  Transition period  from      to      ** |
|                                                                                                           |   |                                                                                               |
| **Commission  File No. 1-15213**                                                                          |

 

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**Braun Consulting, Inc.**

(Exact name of registrant asspecified in its charter)

 

| **Delaware**                                                                     |   | **36-3702425**                        |
|----------------------------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction  of  incorporation or organization)                 |   | (I.R.S. Employer  Identification No.) |
|                                                                             |   |                                  |
| **20 West  Kinzie, Suite 1500  Chicago, Illinois**                               |   | **60610**                             |
| (Address of principal  executive offices)                                        |   | (Zip Code)                            |
|                                                                             |   |                                  |
| Registrant’s telephone number  including area code: **(312) 984-7000** |
| Securities registered pursuant  to Section 12(b) of the Act: **None**       |
| Securities registered pursuant  to Section 12(g) of the Act:                |

 

|                                                                  | **Title of  class** |   |
|-----------------------------------------------------------------------|---------------------|--------|
|                                                                  |
| Common stock, par value $.001 per share |

 

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Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months, and (2) has beensubject to such filing requirements for the past 90 days: Yes ý  No o.

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not becontained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K: o.

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Exchange Act Rule 12b-2). Yes o  No ý.

 

The aggregate market value of the registant’s common stock held bynon-affiliates of the registrant as of June 30, 2003 (computed byreference to the last quoted selling price of such stock on June 30,2003), was $12,193,651. For the purpose of this calculation only, theassumption was that the registrant’s directors and executive officers areaffiliates.

 

The number of shares outstanding of the registrant’s common stock as ofMarch 17, 2004, was 17,134,153 shares.

 

 

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Braun Consulting, Inc. (the “Company” or“Braun Consulting”) hereby amends its Annual Report on Form 10-K for thefiscal year ended December 31, 2003, by providing the information requiredin Part III, Items 10, 11, 12, 13 and 14, which were not previouslyprovided in the Company’s Annual Report on Form 10-K for the fiscal yearended December 31, 2003, filed with the Securities and Exchange Commissionon March 30, 2004.

 

**PART III**

 

**ITEM 10. Directorsand Executive Officers of the Registrant.**

 

**Directors**

 

The Board of Directors consists of sixdirectors divided into three classes, denominated Class I, Class IIand Class III. Members of each class hold office for three-year terms,which are staggered. Messrs. D’Annolfo and Conroy are Class II directors whoseterms expire at the 2004 annual meeting of stockholders.  Messrs. Braun and Inmon are Class IIIdirectors whose terms expire at the 2005 annual meeting of stockholders.  Messrs. Kalustian and Schultz areClass I directors whose terms expire at the 2006 annual meeting ofstockholders.  The employment agreementfor Mr. Kalustian provides for his nomination as a director.

 

The following sets forth, as ofApril 20, 2004, the names, ages and positions held with the Company andbusiness experience during the past five years for each member of the Board ofDirectors:

 
| **Name**               |   | **Age** |   | **Position**                                                    |
|------------------------|--------|---------|--------|-----------------------------------------------------------------|
|                   |   |    |   |                                                            |
| Steven J. Braun        |   | 44      |   | Chief Executive Officer and Chairman of the  Board of Directors |
| James M. Kalustian     |   | 43      |   | Executive Vice President and Director                           |
| William H. Inmon       |   | 58      |   | Director (1)(2)                                                 |
| Eric V. Schultz        |   | 42      |   | Director (1)(2)                                                 |
| William M. Conroy      |   | 44      |   | Director (1)                                                    |
| F. Mark D’Annolfo |   | 46      |   | Director                                                        |

 

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(1)                                  Member of Audit Committee

 

(2)                                  Member of Compensation Committee

 

***StevenJ. Braun.***  Mr. Braun founded the Company in 1990and has served as Chief Executive Officer and Chairman of the Board ofDirectors since the Company’s inception. Mr. Braun also served asPresident of the Company from its inception until November 2002. Mr. Braunbegan his entrepreneurial activities in 1985 when he co-founded Shepro BraunConsulting, a professional services practice dedicated to business andinformation technology solutions. Mr. Braun joined Price Waterhouse LLP in1982 as a consultant after he earned an A.B. from Harvard College.

 

***JamesM. Kalustian.***  Mr. Kalustian is an Executive VicePresident and a director of the Company, having served in those roles since May1999. Mr. Kalustian also served as Chief Operating Officer of the Companyfrom January 2002 until November 2002. Mr. Kalustian was a founder andVice President of Vertex Partners, Inc. from 1994 to 1999. Prior toco-founding Vertex Partners, Inc. in 1994, Mr. Kalustian was aManager at Corporate Decisions, Inc. from 1989 to 1994. Mr. Kalustianserved in various marketing positions from 1982 to 1989 for Raytheon Company,W.R. Grace & Co. and Canada Dry. Mr. Kalustian has an A.B. fromHarvard College, and an M.B.A. from Northwestern University.

 

***WilliamH. Inmon.***  Mr. Inmon was appointed as anindependent director of the Company in August 1999. Mr. Inmon iscurrently a partner in Inmon Data Systems. Prior to forming Inmon Data in 2003, Mr. Inmon was a partner inBillInmon.com from 2000 to 2003.  From1995 to 2000, Mr. Inmon served as Chief Technology Officer ofAmbeo, Inc. From 1990 to 1996, Mr. Inmon served as Executive VicePresident and as a director of Prism Solutions, Inc.

 

***EricV. Schultz.***  Mr. Schultz was appointed as anindependent director of the Company in August 1999. Mr. Schultz iscurrently serving as Chairman and CEO of Quantia Communications, Inc.Prior to founding Quantia Communications, Inc., in 2003, Mr. Schultzserved as Chairman and CEO of Wireless Knowledge, a subsidiary of QUALCOMMIncorporated, having been with Wireless Knowledge from December 1999 toOctober 2002. Prior to joining Wireless Knowledge, Mr. Schultz served asDirector of Wireless Strategy and Sales in the Commerce and Consumer Group ofMicrosoft Corporation from 1998 to 1999. From 1989 to 1998, Mr. Schultzserved as CEO and a

 

2

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director of The MESA Group, Inc.

 

***WilliamM. Conroy.***  Mr. Conroy was appointed as anindependent director of the Company in August 1999. Mr. Conroy is theCEO, President and a director of Initiate Systems, Inc., a Chicago-basedidentity management technology company dedicated to supporting the on-demandenterprise by linking customer information across the enterprise. Prior tojoining Initiate in 2002, Mr. Conroy served as President and Chief OperatingOfficer of Click Commerce, as a partner with Insight Capital Group, a globalprivate equity firm from 2001 to 2002. Prior to joining Insight and ClickCommerce, Mr. Conroy served as Executive Vice President and COO of TenFoldCorporation. Mr. Conroy was with TenFold Corporation fromNovember 1997 to August 2000. Prior to joining TenFold Corporation, Mr. Conroyserved in various capacities at Oracle Corporation from 1986 to 1997.Mr. Conroy was Area Vice President of Oracle Corporation from 1990 to1995, and was Group Vice President from 1996 to 1997. Mr. Conroy alsoserves as a director of IKANO Communications.

 

***F.Mark D’Annolfo.***  Mr. D’Annolfo was appointed as anindependent director of the Company effective February 2004.  Mr. D’Annolfo is and has been a privateinvestor since 2002.  From 1999 to 2001,Mr. D’Annolfo was a managing director of the U.S. and Asia informationtechnology services research group of Deutsche Bank Securities.  Prior to joining Deutsche Bank, Mr.D’Annolfo was with Adams, Harkness & Hill for a period of 18 years, servingin a variety of positions, including that of managing director of its informationtechnology research team, and as a member of the firm’s Operating Committee,Board of Directors, and Audit Committee.

 

**Executive Officers**

 

The following sets forth as of April 20,2004, the names, ages and positions held with the Company and business experienceduring the past five years for each of the executive officers of the Companywho are not directors:

 
| **Name**             |   | **Age** |   | **Position**                  |
|----------------------|--------|---------|--------|-------------------------------|
|                 |   |    |   |                          |
| Paul J. Bascobert    |   | 40      |   | Executive Vice President      |
| David R. Reinke      |   | 38      |   | Senior Vice President         |
| Thomas A. Schuler    |   | 42      |   | Senior Vice President         |
| Gregory A. Ostendorf |   | 49      |   | General Counsel and Secretary |

 

***PaulJ. Bascobert.***  Mr. Bascobert is Executive VicePresident and has been with the Company since May 1999. Mr. Bascobertwas a Vice President and founding member of Vertex Partners, Inc. Prior tojoining Vertex Partners, Inc. in 1994, Mr. Bascobert was withCorporate Decisions, Inc. from 1992 to 1994. Mr. Bascobert held theposition of systems engineer for General Motors and Whirlpool Corporation from 1982to 1990. Mr. Bascobert has a B.S.E.E. from Kettering University, and anM.B.A. from the University of Pennsylvania.

 

***DavidR. Reinke.***  Mr. Reinke is a Senior Vice President,and has been with the Company since 1993. Prior to joining the Company,Mr. Reinke was a senior consultant in the professional services divisionof Oracle Corporation from 1990 to 1993. Mr. Reinke has a B.S. fromValparaiso University and an M.S. from the University of Illinois.

 

***ThomasA. Schuler.***  Mr. Schuler is Senior Vice Presidentand Principal Financial Officer, and has been with the Company sinceNovember 1998.  Prior to joiningthe Company, Mr. Schuler was Vice President of Development forProfessional Dental Associates from 1997 to 1998. Prior to joining ProfessionalDental Associates, Mr. Schuler was employed by Oxford Resources as SeniorVice President of Funding, from 1995 to 1996. From 1984 to 1995,Mr. Schuler held various investment banking positions for State StreetBank, Blalack-Loop and Lehman Brothers. Mr. Schuler has an A.B. fromHarvard College, and an M.B.A. from the University of California at LosAngeles.

 

 ***Gregory A. Ostendorf.***  Mr. Ostendorf has served as GeneralCounsel since August 1996 and Secretary since October 1996. Prior tojoining the Company, Mr. Ostendorf was a partner in the law firm of Cage,Hill & Niehaus from 1988 to 1996. Mr. Ostendorf has a B.S. from Western Kentucky University, and aJ.D. from Indiana University.

 

Except for Messrs. Kalustian andBascobert, each of whom has an employment agreement, the executive officers ofthe Company are appointed annually by, and serve at the discretion of, theBoard of Directors. Mr. Ostendorf is the brother-in-law of Mr. Braun.There are no other family relationships between any of the Company’s directorsor executive officers. See “Employment Agreements.”

 

3

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**Section 16(a)Beneficial Ownership Reporting Compliance**

 

Section 16(a) of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”), requires the Company’s directors andexecutive officers to file with the Securities and Exchange Commission initialreports of ownership and reports of changes in ownership of Common Stock. Basedsolely on a review of the copies of such reports furnished to the Company andwritten representations that no other reports were required, the Companybelieves that all its directors and executive officers during 2003 complied ona timely basis with all applicable filing requirements under Section 16(a)of the Exchange Act, except as set forth below.

 

**Audit Committee and Audit Committee FinancialExpert**

 

The Audit Committee of the Board of Directors consists of Eric V.Schultz, Committee Chairman, William M. Conroy, and William H. Inmon, all ofwhom are “independent” as defined in the NASD Marketplace Rule 4200 (a)15.  The Audit Committee held sixmeetings in 2003.  Although managementbelieves that at least one member of the Audit Committee would qualify as anAudit Committee Financial Expert, the Company’s Board of Directors has notdesignated any particular member of the Audit Committee as the Audit CommitteeFinancial Expert under the rules of the Securities and ExchangeCommission.  The Company is seeking aqualified independent director who will serve as an Audit Committee FinancialExpert.

 

# **Code of Ethics**

 

In April 2004, the Company adopted a Code ofEthics for Financial Professionals, governing its Chief Executive Officer,Principal Financial Officer, Principal Accounting Officer, and other seniorfinancial personnel.  The Code of Ethicsis available at the Company’s website at www.braunconsult.com.  The Company intends to disclose on itswebsite any waivers or amendments to the Code of Ethics promptly after suchaction.

 

**ITEM 11. ExecutiveCompensation.**

 

The following table sets forth certainsummary information concerning the compensation earned during 2001, 2002, and2003 by the Company’s Chief Executive Officer and the four other most highlycompensated officers. We use the term “named executive officers” to refer tothese people in this Form 10-K/A. The table excludes certain perquisitesand other personal benefits received by a named executive officer that do notexceed the lesser of $50,000 or 10% of any such officer’s salary and bonusdisclosed in the table.

 

**Summary Compensation Table**

 
|                             |   |     |   | **Annual Compensation** |   | **Long-Term********Compensation********Awards** |   |                                            |   |
|----------------------------------|--------|----------|--------|-------------------------|--------|-------------------------------------------------|--------|-------------------------------------------------|--------|
| **Name and  Principal Position** |   | **Year** |   | **Salary**              |   | **Bonus**                                       |   | **Securities********Underlying********Options** |   | **All  Other********Compensation (1)** |   |
|                             |   |     |   | **($)**                 |   | **($)**                                         |   | **(#)**                                         |   | **($)** |   |
|                             |   |     |   |                    |   |                                            |   |                                            |   |   |   |
| Steven J.  Braun            |   | 2003     |   | 205,999                 |   | —                                          |   | —                                          |   | 2,299 |   |
| Chief Executive  Officer         |   | 2002     |   | 266,667                 |   | —                                          |   | —                                          |   | 2,511 |   |
|                             |   | 2001     |   | 316,666                 |   | —                                          |   | —                                          |   | 2,625 |   |
|                             |   |     |   |                    |   |                                            |   |                                            |   |   |   |
| Craig T.  Lashmet                |   | 2003     |   | 350000                  |   | —                                          |   | —                                          |   | — |   |
| Former  President (2)            |   | 2002     |   | 50,455                  |   | —                                          |   | 350,000                                         |   | — |   |
|                             |   | 2001     |   | —                  |   | —                                          |   | —                                          |   | — |   |
|                             |   |     |   |                    |   |                                            |   |                                            |   |   |   |
| James M.  Kalustian         |   | 2003     |   | 300,000                 |   | —                                          |   | 59,000                                          |   | 2,300 |   |
| Executive Vice  President        |   | 2002     |   | 285,000                 |   | —                                          |   | 200,000                                         |   | 1,600 |   |
|                             |   | 2001     |   | 280,000                 |   | 120,788                                         |   | —                                          |   | 2,625 |   |
|                             |   |     |   |                    |   |                                            |   |                                            |   |   |   |
| Paul J.  Bascobert          |   | 2003     |   | 300,000                 |   | —                                          |   | 59,000                                          |   | 1,625 |   |
| Executive Vice  President        |   | 2002     |   | 285,000                 |   | —                                          |   | 100,000                                         |   | 984 |   |
|                             |   | 2001     |   | 250,000                 |   | 87,250                                          |   | —                                          |   | 2,367 |   |
|                             |   |     |   |                    |   |                                            |   |                                            |   |   |   |
| David R. Reinke                  |   | 2003     |   | 220,000                 |   | —                                          |   | 47,000                                          |   | 2,684 |   |
| Senior Vice  President           |   | 2002     |   | 205,000                 |   | —                                          |   | 25,000                                          |   | 2,227 |   |
|                             |   | 2001     |   | 190,000                 |   | 6,881                                           |   | —                                          |   | 1,339 |   |

 

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(1)                                  Represents 401(k) matching contributions by theCompany.

 

(2)                                  Mr. Lashmet held the position of Presidentuntil his service in that position was terminated, effective March 31, 2004.

 

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The following table sets forth information ongrants of stock options during 2003 to the named executive officers.

 

**Option Grants in 2003**

 
|                       |   |                                                             |   | **Individual Grants**                                                          |   |                                          |   |                 |   |
|----------------------------|--------|------------------------------------------------------------------|--------|--------------------------------------------------------------------------------|--------|-----------------------------------------------|--------|----------------------|--------|
| **Name**                   |   | **Number of  Securities  Underlying  Options  Granted in  2003** |   | **Percent of********Total********Options  Granted  to  Employees  In 2003(%)** |   | **Exercise  Price  (per********share)($)(1)** |   | **Expiration  Date** |   |   |   |
| **Potential Realizable**   |
| **Value at Assumed**       |
| **Annual Rates of Stock**  |
| **Price Appreciation for** |
| **Option Term ($)(2)**     |
| **5%**                     |   | **10%**                                                          |
|                       |   |                                                             |   |                                                                           |   |                                          |   |                 |   |   |   |   |   |
| Steven J.  Braun      |   | —                                                           |   | —                                                                         |   | —                                        |   | —               |   | — |   | — |   |
| Craig B.  Lashmet          |   | —                                                           |   | —                                                                         |   | —                                        |   | —               |   | — |   | — |   |
| James M.  Kalustian   |   | 59,000                                                           |   | 5.5                                                                            |   | 1.04                                          |   | 7/17/07              |   | 15,088 |   | 32,969 |   |
| Paul J.  Bascobert         |   | 59,000                                                           |   | 5.5                                                                            |   | 1.04                                          |   | 7/17/07              |   | 15,088 |   | 32,969 |   |
| David R. Reinke            |   | 47,000                                                           |   | 4.4                                                                            |   | 1.04                                          |   | 7/17/07              |   | 12,019 |   | 26,263 |   |

 

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(1)                                  The exercise price equals the fair market value ofthe Common Stock as of the grant date.

 

(2)                                  The potential realizable value is calculated basedon the term of the option at the time of grant. Assumed stock priceappreciation of 5% and 10% is based on the fair value at the time of the grant.

 

The following table sets forth informationwith respect to exercises of options by the named executive officers during2003 pursuant to the 2002 Employee Long Term Stock Investment Plan, 1998Employee Long Term Stock Investment Plan, and the 1998 Executive Long TermStock Investment Plan, and information with respect to unexercised options topurchase Common Stock held by them at December 31, 2003.

 

**Aggregated Option Exercises in 2003 andYear-End 2003 Option Values**

 
| **Name**                   |   | **Number********of Shares  Acquired********On********Exercise** |   | **Value  Realized** |   | **Number of Securities** |   |    |   |
|----------------------------|--------|-----------------------------------------------------------------|--------|---------------------|--------|--------------------------|--------|---------|--------|
| **Underlying Unexercised** |   | **Value of Unexercised**                                        |
| **Options Held at**        |   | **In-the-Money Options at**                                     |
| **December 31, 2003** |   | **December 31, 2003($)(1)**                                |
| **Exercisable**            |   | **Unexercisable**                                               |   | **Exercisable**     |   | **Unexercisable**        |
|                       |   |                                                            |   |                |   |                     |   |    |   |   |   |   |   |
| Steven J.  Braun      |   | —                                                          |   | —              |   | —                   |   | —  |   | — |   | — |   |
| Craig B.  Lashmet          |   | —                                                          |   | —              |   | 115,000                  |   | 235,000 |   | 240,350 |   | 491,150 |   |
| James M.  Kalustian   |   | —                                                          |   | —              |   | 114,031                  |   | 179,000 |   | — |   | 112,690 |   |
| Paul J.  Bascobert         |   | —                                                          |   | —              |   | 45,235                   |   | 119,213 |   | — |   | 112,690 |   |
| David R. Reinke            |   | —                                                          |   | —              |   | 34,800                   |   | 65,700  |   | — |   | 89,770 |   |

 

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(1)                                  Calculated based on the fair market value of theCommon Stock at December 31, 2003 of $2.95, minus the per share exerciseprice, multiplied by the number of shares of Common Stock underlying theoptions.

 

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**Director Compensation**

 

Directors who are also employees of theCompany receive no additional compensation for their services as directors.Directors who are not employees of the Company receive an annual retainer feeof $12,000, a $1,000 fee for attendance in person and a $400 fee for attendanceby teleconference at meetings of the Board or committees of the Board, and arereimbursed for travel expenses and other out-of-pocket costs incurred inconnection with their attendance at such meetings. Non-employee directorsreceive stock options as an additional component of compensation pursuant tothe 1999 Independent Director Long Term Stock Investment Plan.  Directors who are employees of the Companyare eligible to participate in the Company’s 2002 Employee Long Term StockInvestment Plan, the 1998 Employee Long Term Stock Investment Plan, and the1998 Executive Long Term Stock Investment Plan.

 

**CompensationCommittee Interlocks and Insider Participation**

 

Messrs. Schultz and Inmon serve as themembers of the Compensation Committee. Neither of these two directors have at any time been officers oremployees of the Company, nor does either of these two directors serve as amember of the board of directors or compensation committee of any entity thathas one or more executive officers serving as a member of the Company’s Boardof Directors or Compensation Committee.

 

**Employment Agreements**

 

The Company has entered into employmentagreements with Messrs. Kalustian and Bascobert. Each of the agreements forMessrs. Kalustian and Bascobert had a three-year term, expiring on April30, 2002, with each agreement automatically renewing for an additional yearunless terminated not less than 60 days prior to expiration. Currently, theagreements expire on April 30, 2005. The agreement for Mr. Kalustian providesfor his nomination as a director.

 

The Company can terminate any of theemployment agreements (1) for cause, (2) on the executive’s death or (3) on theexecutive’s permanent disability. All of the agreements define cause as theexecutive’s material gross negligence or willful misconduct, final convictionof a felony, involvement in a conflict of interest on material breach of thematerial provisions of the agreements. In addition, the agreements with Messrs.Kalustian and Bascobert define cause to include the executive’s knowingviolations of the Company’s policies or standards of conduct. The Company alsocan terminate the agreements with Messrs. Kalustian and Bascobert without causeon 60 days prior written notice. Each of Messrs. Kalustian and Bascobert canterminate his agreement for good reason or on 60 days prior written notice.Their agreements define good reason as a material breach of the agreements bythe Company or a material change in the location of employment, the executive’sreporting relationship or the nature or scope of the executive’s duties.

 

Under the agreements with Messrs. Kalustianand Bascobert, in the case of an involuntary termination, the executivecontinues to receive his base salary of $300,000 for one to two years dependingon the remaining term under his agreement and how long he has worked for theCompany. However, if the involuntary termination occurs after a change ofcontrol of the Company, the executive shall receive his base salary for theremainder of the term.

 

All of the agreements define involuntarytermination as the termination of employment by the Company, prior to theexpiration of the term and on the required prior written notice, for any reasonother than for cause, the executive’s death or permanent disability. Theagreements also state that a change of control occurs when (1) the Companymerges with another entity and is not the surviving entity, sells all orsubstantially all of its assets or is dissolved, (2) a person other than StevenJ. Braun or his family becomes the beneficial owner of at least 51% of thevoting stock of the Company or (3) the members of the Board of Directors of theCompany on the date that the Company becomes a public company, or those newdirectors approved by the vote of a least 80% of such incumbent directors,cease to constitute at least a majority of the Board.

 

The agreement for Messrs. Kalustian andBascobert contain standard provisions regarding confidentiality, non-solicitation,non-competition and the Company’s ownership of works of authorshipprepared in the scope of the executive’s employment with the Company.

 

6

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**ITEM 12. SecurityOwnership of Certain Beneficial Owners and Management.**

 

**Beneficial Ownership**

 

The following table sets forth informationwith respect to the shares of Common Stock (the only outstanding class ofvoting securities of the Company) owned of record and beneficially as ofApril 20, 2004, unless otherwise specified, by (i) all persons knownto possess voting or dispositive power over more than 5% of the Common Stock,(ii) each director and named executive officer, and (iii) alldirectors and executive officers of the Company as a group:

 
|                                                              |   | **Amount and Nature of********Beneficial Ownership** |   | **Percentage  of Class** |   |
|-------------------------------------------------------------------|--------|------------------------------------------------------|--------|--------------------------|--------|
|                                                              |   |                                                 |   |                     |   |
| Steven J. Braun  (1)                                              |   | 8,566,447                                            |   | 49.9                     | %      |
| Craig B.  Lashmet (2)                                             |   | 115,000                                              |   |                     | *      |
| James M.  Kalustian (3)                                           |   | 511,381                                              |   | 3.0                      | %      |
| Paul J.  Bascobert (4)                                            |   | 307,603                                              |   | 1.8                      | %      |
| David R. Reinke  (5)                                              |   | 69,050                                               |   |                     | *      |
| William M.  Conroy (6)                                            |   | 20,000                                               |   |                     | *      |
| F. Mark  D’Annolfo (7)                                       |   | 4,000                                                |   |                     | *      |
| William H.  Inmon (6)                                             |   | 20,000                                               |   |                     | *      |
| Eric V. Schultz  (6)                                              |   | 56,000                                               |   |                     | *      |
| All directors  and executive officers as a group (11 persons) (8) |   | 9,787,724                                            |   | 55.3                     | %      |

 

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*                                         Represents less than one percent of the total.

 

(1)                                  Includes an aggregate of 301,160 shares ofCommon Stock held in trust for Mr. Braun’s children.

 

(2)                                  Includes 115,000 shares of Common Stockissuable upon exercise of outstanding stock options that will becomeexercisable within 60 days of April 20, 2004.  Mr. Lashmet held the position of Presidentuntil his service in that position was terminated, effective March 31, 2004.

 

(3)                                  Includes an aggregate of 130,000 shares ofCommon Stock held by a family limited partnership of which Mr. Kalustianis the general partner, and 154,031 shares of Common Stock issuable uponexercise of outstanding stock options that will become exercisable within 60days of April 20, 2004.

 

(4)                                  Includes 80,197 shares of Common Stockissuable upon exercise of outstanding stock options that will becomeexercisable within 60 days of April 20, 2004.

 

(5)                                  Includes 51,550 shares of Common Stockissuable upon exercise of outstanding stock options that will becomeexercisable within 60 days of April 20, 2004.

 

(6)                                  Includes 20,000 shares of Common Stockissuable upon exercise of outstanding stock options that will becomeexercisable within 60 days of April 20, 2004.

 

(7)                                  Includes 4,000 shares of Common Stockissuable upon exercise of outstanding stock options that will becomeexercisable within 60 days of April 20, 2004.

 

(8)                                  Includes 546,219 shares of Common Stock issuableupon exercise of outstanding stock options that will become exercisable within60 days of April 20, 2004.

 

**EquityCompensation Plan Disclosures**

 

The following table provides informationabout our Common Stock that may be issued upon the exercise of options underall of our existing equity compensation plans as of April 20, 2004, includingthe Braun Consulting, Inc. 1998 Employee Long Term Stock Investment Plan,the Braun Consulting, Inc. 1998 Executive Long Term Investment Plan, theBraun Consulting, Inc. 1999 Independent Director Stock Option Plan, theNon Qualified Stock Option Plan of ETCI, and the Braun Consulting, Inc.2002 Employee Long Term Stock Investment Plan.

 
| **Plan Category**                                       |   | **(a)  Number of securities  to be issued upon  exercise of  outstanding options,  warrants and rights** |   | **(b)  Weighted average  exercise price of  outstanding options,  warrants and rights** |   | **(c)  Number of securities  remaining available  for future issuance  under equity  compensation plans  (excluding securities  reflected in  columns (a))** |    | **(d)  Total of securities  reflected in columns  (a) and (c)** |      |
|---------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|-----------------------------------------------------------------|-----------|
|                                                    |   |                                                                                                     |   |                                                                                    |   |                                                                                                                                                         |    |                                                            |      |
| Equity compensation plans approved by  stockholders     |   | 3,196,309                                                                                                | (1)(2) | $                                                                                       | 2.80   |                                                                                                                                                         | 203,388 | (3)                                                             | 3,399,697 |   |
| Equity compensation plans not approved by  stockholders |   | —                                                                                                   |   | —                                                                                  |   | —                                                                                                                                                       |    | —                                                          |      |
| Total                                                   |   | 3,196,309                                                                                                |   |                                                                                    |   | 203,388                                                                                                                                                      |    | 3,399,697                                                       |      |
|                                                         |        |                                                                                                          |        |                                                                                         |        |                                                                                                                                                              |         |                                                                 |           |  |

 

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(1)                                  Comprised of shares of Common Stock foroutstanding options issued in the Braun Consulting, Inc. 1998 ExecutiveLong Term Investment Plan—332,896 shares; the Braun Consulting, Inc. 1999Independent Director Stock Option Plan—79,000 shares; the Non Qualified StockOption Plan of ETCI—72 shares; the Braun Consulting, Inc. 1998 EmployeeLong Term Stock Investment Plan—1,670,998 shares; and the BraunConsulting, Inc. 2002 Employee Long Term Stock Investment Plan—1,113,343shares.

 

(2)                                  The weighted average life of the securities is5.39 years.

 

(3)                                  Comprised of shares of Common Stock available foroption grants in the Braun Consulting 1999 Independent Director Stock OptionPlan—21,000 shares; and the Braun Consulting, Inc. 2002 Employee Long TermStock Investment Plan—182,388 shares.

 

**ITEM 13. Certain Relationships and RelatedTransactions.**

 

None.

 

**ITEM 14.  Principal Accounting Fees and Services.**

 

**Relationshipwith Independent Auditors**

 

BDO Seidman LLP has served as the Company’sindependent auditors since July 2003. From 1998 through June 2003, Deloitte & Touche LLP served as theCompany’s independent auditors.

 

**FeesBilled by Independent Auditors**

 

**BDO Seidman LLP. **Total Fees billed to the Company by BDO SeidmanLLP for the fiscal year ended December 31, 2003, were $119,235, and werecomprised of the following:

 

**Audit Fees.**  The aggregate fees billed for professionalservices rendered in connection with the audit of the Company’s annualfinancial statements and the reviews of the financial statements included inthe Company’s Quarterly Reports on Form 10-Q were $119,235 for thefiscal year ended December 31, 2003.

 

**Audit-Related Fees.**  There were no fees forAudit-Related services for the fiscal year ended December 31, 2003.

 

**Tax Fees.**  Therewere no fees in connection with tax consulting services for the fiscalyear ended December 31, 2003.

 

**All OtherFees. **BDOSeidman LLP rendered no additional professional services to the Company, otherthan the services described above, for the fiscal year ended December 31, 2003.

 

**Deloitte & Touche LLP.**  TotalFees billed to the Company by Deloitte & Touche LLP for the fiscal yearsended December 31, 2002 and 2003, were $253,000 and $118,700, respectively, andwere comprised of the following:

 

**Audit Fees.**  The aggregate fees billed for professionalservices rendered in connection with the audit of the Company’s annualfinancial statements and the reviews of the financial statements included inthe Company’s Quarterly Reports on Form 10-Q were $236,000 for thefiscal year ended December 31, 2002, and $106,600 for the fiscal year endedDecember 31, 2003.

 

**Audit-Related Fees.**  The aggregate fees billed forAudit-Related services were $11,000 for the fiscal year ended December31, 2002, and $11,000 for the fiscalyear ended December 31, 2003.  These fees related to the audit of theCompany’s retirement savings plan.

 

**Tax Fees.**  The aggregate fees billed for professionalservices rendered in connection with tax consulting services were $6,000 forthe fiscal year ended December 31, 2002, and $1,100 for the fiscal year endedDecember 31, 2003.

 

**All OtherFees.**  Deloitte& Touche LLP rendered no additional professional services to the Company,other than the services described above, for the fiscal years ended December31, 2002 and 2003.

 

The Audit Committee of the Company has adopted a policy to requirepre-approval of all audit, audit-related and non-audit services provided by theCompany’s independent accountants. The Audit Committee has established a deminimis exception rule allowing for services of up to an aggregate of $10,000per instance to be provided without prior approval.  All the services in 2002 and 2003 were pre-approved by the AuditCommittee.

 

### **PART IV**

 

 

**ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K**

 

(a)           3.             **Exhibits**

 

****31.3        Certification of Chief Executive Officer - Section 302Certification

 

****31.4        Certification of Principal Financial Officer - Section 302Certification

 

****32.3        Certification of Chief Executive Officer - Section 906Certification

 

****32.4        Certification of Principal Financial Officer - Section 906Certification

________________________

 

****               Filed herewith.

 

 

7

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**SIGNATURES**

 

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, the registranthas duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized, in the City of Chicago, and State of Illinois, onthe 29th day of April, 2004.

 
|   | Braun  Consulting, Inc. |
|--------|------------------------------|
|   | By                           | /s/ Steven J. Braun |
|   |                         | Steven J. Braun |
|   |                         | *Chief  Executive Officer and Chairman of the Board* |

 

Pursuant to the requirements of theSecurities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities indicatedon April 29, 2004.

 
| **Signature**              |   | **Title**                                                     |   |
|----------------------------|--------|---------------------------------------------------------------|--------|
|                       |   |                                                          |   |
| /s/ Steven J. Braun   |   | Chief Executive Officer and Chairman of the  Board (Principal |   |
| Steven J. Braun       |   | Executive Officer)                                            |   |
|                       |   |                                                          |   |
| /s/ Thomas A. Schuler |   | Senior Vice President and Chief Financial  Officer            |   |
| Thomas A. Schuler     |   | (Principal Financial Officer)                                 |   |
|                       |   |                                                          |   |
| /s/ Steven J. Merriman     |   | Controller (Principal Accounting Officer)                     |   |
| Steven J. Merriman         |   |                                                          |   |
|                       |   |                                                          |   |
| /s/ James M. Kalustian     |   | Director                                                      |   |
| James M. Kalustian         |   |                                                          |   |
|                       |   |                                                          |   |
| /s/ William M. Conroy      |   | Director                                                      |
| William M. Conroy          |   |                                                          |
|                       |   |                                                          |
| /s/ F. Mark D’Annolfo |   | Director                                                      |   |
| F. Mark D’Annolfo     |   |                                                          |   |
|                       |   |                                                          |   |
| /s/ William H. Inmon       |   | Director                                                      |   |
| William H. Inmon           |   |                                                          |   |
|                       |   |                                                          |   |
| /s/ Eric V. Schultz        |   | Director                                                      |   |
| Eric V. Schultz            |   |                                                          |   |

 

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