UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-C
Report by Issuer of Securities Quoted on NASDAQ
Interdealer Quotation System
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and Rule 13a-17
or 15d-17 thereunder
COTELLIGENT GROUP, INC.
(Exact name of issuer as specified in charter)
101 California Street, Suite 2050, San Francisco, California 94111
(Address of principal executive offices)
Issuer's telephone number, including area code: (415) 439-6400
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding:
1. Title of Security: Common Stock, par value $.01 per share
2. Number of shares outstanding before the change: 6,234,305
3. Number of shares outstanding after the change: 7,290,614
4. Effective date of change: June 28, 1996
5. Method of change:
Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury, etc.)
Acquisition of two subsidiaries through two statutory mergers
Give brief description of transaction: Cotelligent Group, Inc. merged
two wholly-owned acquisition subsidiaries in two separate transactions with
and into one Minnesota corporation and one Texas corporation pursuant to which
shareholders of the acquired corporations received an aggregate of 1,056,309
shares of Common Stock of Cotelligent Group, Inc., par value $.01 per share.
II. CHANGE IN NAME OF ISSUER
1. Name prior to change. . . . . . . . . . . . . . . . . . . .
2. Name after change . . . . . . . . . . . . . . . . . . . . .
3. Effective date of charter amendment changing name . . . . .
4. Date of shareholder approval of name change . . . . . . . .
Date: July 3, 1996 /s/ Daniel E. Jackson
Daniel E. Jackson, Senior Vice President
and General Counsel
