As filed with the Securities and Exchange Commission on November 19, 1998
Registration No. 333-3388
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
POST EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COTELLIGENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3173918
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization)_______________________ Identification Number)
101 California Street
Suite 2050
San Francisco, CA 94111
(415) 439-6400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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COTELLIGENT, INC.
1995 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
---------------------
James R. Lavelle
Chairman of the Board and Chief Executive Officer
Cotelligent, Inc.
101 California Street, Suite 2050
San Francisco, CA 94111
(415) 439-6400
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
--------------------
Copies to:
David Pollak, Esq. Daniel E. Jackson, Esq.
Morgan, Lewis & Bockius LLP Cotelligent, Inc.
101 Park Avenue 101 California Street, Suite 2050
New York, New York 10178 San Francisco, California 94111
(212) 309-6000 (415) 439-6400
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NY03/67524.1
<PAGE>
EXPLANATORY NOTE
A total of 2,471,952 shares of Common Stock of Cotelligent, Inc. (the
"Company") were registered by Registration Statement on Form S-8, File No.
33-3388, to be issued in connection with the Company's 1995 Long-Term Incentive
Plan (the "1995 Plan"). On September 9, 1998, the shareholders of the Company
approved the 1998 Long-Term Incentive Plan (the "1998 Plan"), which replaces the
1995 Plan. Both the 1998 Plan and the 1995 Plan are long term incentive plans.
Six-hundred-eighty-nine-thousand-four-hundred and sixty-seven (689,467) shares
of common stock of the Company which were registered in connection with the 1995
Plan have not been issued under the 1995 Plan and, pursuant to Instruction E to
Form S-8 and the telephonic interpretation of Securities and Exchange Commission
set forth at pages 109-110 of the Division of Corporation Finance's Manual of
Publicly-Available Telephone Interpretations (July 1997), are carried forward
to, and deemed covered by this Registration Statement on Form S-8 in connection
with the 1998 Plan.
NY03/67524.1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registration Statement on Form S-8, File No. 333-3388, is incorporated
by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Post Effective Amendment No. 1 to the Registration Statement on
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of San Francisco, State of California, on November 19,
1998.
COTELLIGENT, INC.
By:___________________________________
James R. Lavelle
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirement of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/S/ James R. Lavelle
_____________________ Chairman of the Board and November 19, 1998
James R. Lavelle Chief Executive Officer
(Principal Executive Officer)
/S/ Edward E. Faber
_____________________ Vice Chairman of the Board November 19, 1998
Edward E. Faber
/S/ Michael L. Evans
_____________________ President and Chief Operating Officer November 19, 1998
Michael L. Evans and Director
/S/ Herbert D. Montgomery
_____________________ Senior Vice President, November 19, 1998
Herbert D. Montgomery Chief Financial Officer and Treasurer
(Principal Financial Officer)
/S/ Curtis J. Parker
_____________________ Vice President, Chief Accounting Officer November 19, 1998
Curtis J. Parker (Principal Accounting Officer)
_____________________ Director November , 1998
Daniel M. Beals
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<PAGE>
/S/ Jeffery J. Bernardis
_____________________ Director November 19, 1998
Jeffery J. Bernardis
/S/ Anthony M. Frank
_____________________ Director November 19, 1998
Anthony M. Frank
/S/ B. Tom Green
_____________________ Director November 19, 1998
B. Tom Green
_____________________ Director November , 1998
Harvey L. Poppel
/S/ Susan E. Trice
_____________________ Director November 19, 1998
Susan E. Trice
</TABLE>
NY03/67524.1
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