UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 27, 1996
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COTELLIGENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-25372 94-3173918
(State of other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
101 California Street, Suite 2050, San Francisco, CA 94111
(Address of principal executive offices) (Zip Code)
415-439-6400
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On November 27, 1996, Cotelligent Group, Inc. (the "Company")
completed the acquisition of one business with offices in five cities. The
business is a software professional services firm which provides computer
consulting and contract programming services. The acquired company,
headquartered in Pittsburgh, with branch offices in Denver, Colorado Springs,
Cedar Rapids and San Diego, had unaudited revenues of approximately $16.7
million for the 10 months ended October 31, 1996. Aggregate consideration for
this acquisition was approximately $20.8 million. This acquisition will be
accounted for as a pooling-of-interests.
In order to consummate this acquisition, the Company entered
into an Agreement and Plan of Reorganization and Merger dated as of November 27,
1996, with Pittsburgh Business Consultants and the sole stockholders of
Pittsburgh Business Consultants, Thomas E. Fallat and Opal A. Fallat, Charles E.
Weston and Linda E. Weston and Christy L. Cooper. The stockholders of Pittsburgh
Business Consultants received 1,202,474 newly issued shares of the Company's
Common Stock (valued at the average closing price during a five day period prior
to the closing) as consideration in the merger, which was consummated on
November 27, 1996.
Item 5. Other Events
On November 29, 1996 the Company completed the acquisition of the
Consulting Services Division of Daleen Technologies ("CSD"). CSD is a software
professional services division of a software product firm which provides
computer consulting and contract programming services from its office in Boca
Raton, Florida. At the time of closing CSD had an annualized revenue run rate of
approximately $1.6 million. Aggregate consideration for this transaction was
$1.3 million in cash. CSD's business will be combined with the Company's
existing Ft. Lauderdale operations.
Item 7. Exhibits.
(a) It is impracticable to provide the required financial statements for
the business acquired by the registrant. The registrant will file the
required financial statements for such acquired business within 60 days
of the date this Form 8-K is due.
(b) It is impracticable to provide the required pro forma financial
information for the business acquired by the registrant. The registrant
will file the required pro forma financial information for such
acquired business within 60 days of the date this Form 8-K is due.
(c) Exhibit
1. Agreement and Plan of Reorganization and Merger, dated as of
November 27, 1996, among Cotelligent Group, Inc., Cotelligent/
PBC Acquisition Corporation, Pittsburgh Business Consultants,
Thomas E. Fallat and Opal A. Fallat, Charles E. Weston and
Linda E. Weston and Christy L. Cooper.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
COTELLIGENT GROUP, INC.
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(Registrant)
/s/ Daniel E. Jackson
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(Signature)
Daniel. E. Jackson
Senior Vice President, Corporate
Development, General Counsel
and Secretary
Date: December 11, 1996
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EXHIBIT INDEX
No.
1. Agreement and Plan of Reorganization and Merger, dated as of November 27,
1996, among Cotelligent Group, Inc., Cotelligent/PBC Acquisition
Corporation, Pittsburgh Business Consultants, Thomas E. Fallat and Opal
A. Fallat, Charles E. Weston and Linda E. Weston and Christy L. Cooper.
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