<PAGE>
As filed with the Securities and Exchange Commission on November 15, 1996
Registration No. 33-
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- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-1/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COTELLIGENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 7379 94-3173918
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation
or organization)
101 California Street, Suite 2050
San Francisco, California 94111
(415) 439-6400
(Address, including zip code and telephone
number, including area code, of registrant's principal
executive offices)
James R. Lavelle
Chief Executive Officer
Chairman of the Board
Cotelligent Group, Inc.
101 California Street, Suite 2050
San Francisco, California 94111
(415) 439-6400
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Daniel E. Jackson, Esq. David W. Pollak, Esq.
Cotelligent Group, Inc. Morgan, Lewis & Bockius LLP
101 California Street, Suite 2050 101 Park Avenue
San Francisco, California 94111 New York, New York 10178
(415) 439-6400 (212) 309-6000
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Approximate date of commencement of proposed sale to
the public: As soon as practicable after the Registration
Statement becomes effective.
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. X
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Maximum Maximum
Title of each Amount Offering Aggregate Amount of
class of Securities to be Price Per Offering Registration
to be Registered Registered Share Price Fee
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Common stock, $.01 par
value per share...... 3,500,000 $17.25 $60,375,000 $18,296.00
===============================================================================
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses (other than underwriting
compensation expected to be incurred) in connection with the offering described
in this Registration Statement. All of such amounts (except the SEC Registration
Fee) are estimated.
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee.................................................... $ 18,296.45
Blue Sky Fees and Expenses*............................................. 1,000.00
Printing and Engraving Costs*........................................... 20,000.00
Legal Fees and Expenses*................................................ 50,000.00
Accounting Fees and Expenses*........................................... 25,000.00
Transfer Agent and Registrar Fees and Expenses*......................... 1,000.00
Miscellaneous*.......................................................... 14,703.55
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Total........................................................... $ 130,000.00
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</TABLE>
* estimated
Item 14. Indemnification of Directors and Officers.
The Company's By-laws provide that the Company shall, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Article Seven of the Company's Certificate of Incorporation provides
that the Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of the State of Delaware, which makes
directors liable for unlawful dividends or unlawful stock repurchases or
redemptions or (d) for transactions from which directors derive improper
personal benefit.
In accordance with Delaware law, the Company has entered into
indemnification agreements with its directors, pursuant to which it has agreed
to pay certain expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement incurred by such directors in connection with certain
actions, suits or proceedings. These agreements require directors to repay the
amount of any expenses advanced if it shall be determined that they shall not
have been entitled to indemnification.
II-1
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Item 15. Recent Sales of Unregistered Securities.
The following information relates to securities of the Company issued
or sold within the past three years which were not registered under the
Securities Act of 1933, as amended (the "Securities Act"):
(i) Between August 1993 and April 1995, the Company sold an
aggregate of 61,020 shares of its Class A Common Stock at a price of $5.00
per share to certain individual investors, certain founding shareholders,
each of the Founding Companies and certain stockholders of such Founding
Companies. Of such shares, an aggregate of 10,000 shares were sold to two
investors in April 1995; these shares were repurchased by the Company in
August 1995 for $5.00 per share.
(ii) In October 1995, the Company sold 10,000 shares of its Class
A Common Stock for $10.00 per share to one director of the Company.
(iii) In October 1993, the Company sold an aggregate of two shares
of its Class B Common Stock for $5,000 per share with an aggregate offering
price of $10,000 to one investor and one Founding Company. Between July
1994 and April 1995, the Company sold an aggregate of five shares of its
Class B Common Stock for $5,000 per share to two Founding Companies and
three other investors; the three shares issued to the three other investors
were repurchased by the Company in August 1995 and October 1995 for $5,000
per share. In June 1995, the Company sold one share of its Class B Common
Stock for $15,000 to one Founding Company.
(iv) In October 1995, the Company repurchased an aggregate of
10,000 shares of its Class A Common Stock from two investors for an
aggregate of $50,000. In October 1995, the Company repurchased two shares
of its Class B Common Stock from two investors for an aggregate of $10,000
and sold an aggregate of 10,000 shares of its Class A Common Stock for
$17.50 per share to three directors of the Company.
(v) In connection with the reincorporation of Cotelligent in
Delaware in November 1995, Cotelligent exchanged each then outstanding
share of Class A Common Stock and Class B Common Stock for one share of a
single class of new Common Stock.
(vi) In November 1995, Cotelligent declared a 2.71-for-1 stock
dividend to each of its existing stockholders.
(vii) Simultaneously with the completion of the Offering, the
Company issued 3,206,875 gross shares of its Common Stock in connection
with the acquisition of four businesses. See "Certain Transactions."
(viii) In June 1996, the Company issued 1,056,309 shares of its
Common Stock in connection with the acquisitions of ESP Software Services,
Inc. and INNOVA Solutions, Inc. See "Certain Transactions."
(ix) In September 1996, the Company issued 644,826 shares of
its Common Stock in connection with the acquisition of JasTech, Inc. and
JasTech of Florida, Inc. See "Certain Transactions."
Other than the share number appearing in (vii), (viii) and (ix) above,
none of the share numbers or per share prices in this Item 15 have been adjusted
to reflect the reincorporation and recapitalization of the Company described in
(v) above or the stock dividend described in (vi) above.
Each of these transactions was completed without registration of the
relevant security under the Securities Act in reliance upon the exemptions
provided by Section 4(2) of the Securities Act for transactions not involving a
sale or a public offering.
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<TABLE>
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
<CAPTION>
Exhibit
Number Description
<S> <C>
3.1 Certificate of Incorporation of Cotelligent (Exhibit 3.1 of the Registration Statement on Form S-1
(File No. 33-80267) effective February 16, 1996, is hereby incorporated by reference)
3.2 By-laws of Cotelligent (Exhibit 3.2 of the Registration Statement on Form S-1 (File No. 33-80267)
effective February 16, 1996, is hereby incorporated by reference)
4.1 Form of certificate evidencing ownership of Common Stock of
Cotelligent (Exhibit 4.1 of the Registration Statement on Form S-1
(File No. 33-80267) effective February 16, 1996, is hereby
incorporated by reference)
5.1 Opinion of Morgan, Lewis & Bockius LLP (filed herewith)
10.1 Form of Employment Agreement between Cotelligent and James R. Lavelle (Exhibit 10.1 of the Registration
Statement on Form S-1 (File No. 33-80267) effective February 16,1996, is hereby incorporated by reference)
10.2 Form of Employment Agreement between Cotelligent and Michael L. Evans (Exhibit 10.2 of the Registration
Statement on Form S-1 (File No. 33-80267) effective February 16, 1996, is hereby incorporated by reference)
10.3 Form of Employment Agreement between Cotelligent and Duane W. Bell (Exhibit 10.3 of the Registration Statement on
Form S-1 (File No. 33-80267) effective February 16, 1996, is hereby incorporated by reference)
10.4 Form of Employment Agreement between Cotelligent and Daniel E. Jackson (Exhibit 10.4 of the Registration
Statement on Form S-1 (File No. 33-80267) effective February 16, 1996, is hereby incorporated by reference)
10.5 Form of Employment Agreement between BFR, Cotelligent and Jeffrey J. Bernardis (Filed as part of Exhibit 2.1 of the
Registration Statement on Form S-1 (File No. 33-80267) effective February 16, 1996, is hereby incorporated by
reference)
10.6 Form of Employment Agreement between CAI, Cotelligent and John E. Chamberlain (Filed as part of Exhibit 2.2 of the
Registration Statement on Form S-1 (File No. 33-80267) effective February 16, 1996, is hereby incorporated by
reference)
II-3
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Exhibit
Number Description
10.7 Form of Employment Agreement between CAI, Cotelligent and Linda M. Cassell (contained in Exhibit 2.2) (Filed as part
of Exhibit 2.2 of the Registration Statement on Form S-1 (File No. 33-80267) effective February 16, 1996, is hereby
incorporated by reference)
10.8 Cotelligent 1995 Long-Term Incentive Plan (Exhibit 10.9 of the Registration Statement on Form S-1
(File No. 33-80267) effective February 16, 1996, is hereby incorporated by reference)
10.9 Secured Term Promissory Note, Term Loan Agreement, Guarantee and pre-payment request by the BFR Plan related to the
superseded loan made by NatWest Bank N.A. to the BFR Plan dated April 20, 1995 (Exhibit 10.10 of the Registration
Statement on Form S-1 (File No. 33-80267) effective February 16, 1996, is hereby incorporated by reference)
10.10 Promissory Note executed by BFR in favor of NatWest Bank N.A., dated December 7, 1995, and the guarantees and pledge
agreements related thereto (Exhibit 10.11 of the Registration Statement on Form S-1 (File No. 33-80267) effective
February 16, 1996, is hereby incorporated by reference)
10.11 Note executed by the BFR Plan in favor of BFR, dated December 7, 1995 and the Loan and Security Agreement between BFR and
the BFR Plan related thereto (Exhibit 10.12 of the Registration Statement on Form S-1 (File No. 33-80267) effective
February 16, 1996, is hereby incorporated by reference)
10.12 Lease Agreement between BFR Properties and BFR Co., Inc. effective April 1, 1995 at 7 Clyde Road (Exhibit 10.9 to the
Form 10-K for the year ended March 31, 1996 is hereby incorporated by reference)
10.13 Lease Agreement between BFR Properties and BFR Co., Inc. effective April 1, 1995 at 31 Clyde Road (Exhibit 10.10 to the
Form 10-K for the year ended March 31, 1996 is hereby incorporated by reference)
10.14 Lease Agreement between Quinlan Properties, L.P. and BFR Co., Inc. effective December 29, 1995 (Exhibit 10.11 to
the Form 10-K for the year ended March 31, 1996 is hereby incorporated by reference)
10.15 Sublease Agreement between San Francisco Satellite Center and Cotelligent Group, Inc. effective March 1, 1996 (Exhibit
10.12 to the Form 10-K for the year ended March 31, 1996 is hereby incorporated by reference)
10.16 Business Loan Agreement between Cotelligent Group, Inc. and U.S. Bank of Washington, National Association effective May
1, 1996 (Exhibit 10.13 to the Form 10-K for the year ended March 31, 1996 is hereby incorporated by reference)
10.17 Business Loan Agreement between Cotelligent Group, Inc. and U.S. Bank of Washington, National Association effective
October 4, 1996.
21 List of subsidiaries of Cotelligent (filed herewith)
23.1 Consent of Price Waterhouse LLP (filed herewith)
23.3 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1)
24 Power of Attorney (included with the signature page hereof)
</TABLE>
(b) Financial Statement Schedules
Not applicable.
II-4
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Item 17. Undertakings
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 14, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which any offers or sales are being
made, a post effective amendment to the registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any other material change to such information in the registration
statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be the initial bona fide offering thereof.
II-5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco,
California, on this 15th day of November, 1996.
COTELLIGENT GROUP, INC.
By: /S/ James R. Lavelle
----------------------------------
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature
appears below herby authorizes and constitutes James R. Lavell, Michael
L. Evans and Daniel E. Jackson, and each of them singly, his true and
lawful attorneys-in-fact with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (including
his capacity as a director and/or officer of Cotelligent Group, Inc.) to sign
and file any and all amendments (including post-effective amendments) to this
Registration Statement with all exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission, and he
hereby ratifies and confirms all that said attorneys-in-fact or any of them,
or this or his substitutes, may lawfully do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>
Signature Capacity In Which Signed Date
<S> <C> <C>
/S/ James R. Lavelle Chairman of the Board and November 15, 1996
- - ----------------------------------------------------- Chief Executive Officer
James R. Lavelle
Vice Chairman of the Board November , 1996
- - -----------------------------------------------------
Edward E. Faber
/S/ Daniel E. Jackson Senior Vice President, Corporate November 15, 1996
- - ----------------------------------------------------- Development, General Counsel,
Daniel E. Jackson and Secretary (Principal
Financial Officer)
/S/ Curtis J. Parker Vice President, Chief Accounting November 15, 1996
- - ----------------------------------------------------- Officer (Principal Accounting
Curtis J. Parker Officer)
/S/ Michael L. Evans Director November 15, 1996
- - -----------------------------------------------------
Michael L. Evans
Director November , 1996
- - -----------------------------------------------------
Daniel M. Beals
S-1
<PAGE>
Signature Capacity In Which Signed Date
Director November 14, 1996
- - -----------------------------------------------------
Jeffrey J. Bernardis
/S/ Linda M. Cassell Director November 15, 1996
- - -----------------------------------------------------
Linda M. Cassell
/S/ John E. Chamberlain Director November 15, 1996
- - -----------------------------------------------------
John E. Chamberlain
Director November 14, 1996
- - -----------------------------------------------------
Anthony M. Frank
/S/ B. Tom Green Director November 15, 1996
- - -----------------------------------------------------
B. Tom Green
/S/ Harvey L. Poppel Director November 15, 1996
- - -----------------------------------------------------
Harvey L. Poppel
Director November 14, 1996
- - -----------------------------------------------------
John C. Travers
</TABLE>
S-2
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Exhibit 21
Cotelligent Group, Inc.
Post Effective Amendment to
Form S-1
List of Subsidiaries
The following is a listing of all subsidiaries of Cotelligent Group., Inc. All
subsidiaries are wholly-owned as of September 30, 1996 unless otherwise noted.
BFR Co., Inc.
Chamberlain Associates, Inc.
Data Arts & Sciences, Inc.
ESP Software Services, Inc.
Financial Data Systems, Inc.
INNOVA Solutions, Inc.
JasTech, Inc.
Data Processing Personnel, Inc. (acquired October 7, 1996)
S-3
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Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our reports as of the dates, and related
to the financial statements of the companies, listed below which appear in such
Prospectus.
<TABLE>
<CAPTION>
Company Date
<S> <C>
Cotelligent Group, Inc. April 20, 1996, except as to the pooling of interests with ESP
Software Services, Inc. and INNOVA Solutions, Inc., which are
as of June 28, 1996, and the pooling of interests with JasTech,
Inc., which is as of September 30, 1996.
JasTech, Inc. October 11, 1996
ESP Software Services, Inc. July 23, 1996
INNOVA Solutions, Inc. July 1, 1996
Combined Predecessor Companies April 20, 1996
Financial Data Systems, Inc. April 20, 1996
BFR Co., Inc. April 20, 1996
Data Arts & Sciences, Inc. April 20, 1996
Chamberlain Associates, Inc. April 20, 1996
</TABLE>
We also consent to the references to us under the headings "Experts" and
"Selected Financial Data" in such Prospectus. However, it should be noted that
Price Waterhouse LLP has not prepared or certified such "Selected Financial
Data".
Price Waterhouse LLP
Minneapolis, Minnesota
November 14, 1996
S-4
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