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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Cotelligent Group, Inc.
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(Exact name of registrant as specified in
its charter)
September 8, 1998 (September 3, 1998)
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Date of Report (Date of earliest event reported)
Delaware 0-25372 94-3173918
(State or other juris- (Commission (I.R.S. 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 5. Other Events.
On September 3, 1998, the Board of Directors of Cotelligent Group, Inc.
authorized a share repurchase program of up to 2.0 million shares of Common
Stock or approximately 14% of outstanding shares of Common Stock.
A copy of the press release announcing the share repurchase
program is attached as an Exhibit to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
99 Press Release
2
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Signature
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.
(Registrant)
Dated: September 8, 1998 By: /S/ James R. Lavelle
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James R. Lavelle
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
99 Press Release announcing share repurchase program
4
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/Cotelligent Letterhead/
FOR IMMEDIATE RELEASE
September 3, 1998
Cotelligent Group, Inc. For more information contact:
101 California Street James R. Lavelle, Chief Executive Officer
Suite 2050 Herbert D. Montgomery, Chief Financial Officer
San Francisco, CA 94111 Cotelligent #99-4
Telephone (415) 439-6400
COTELLIGENT BOARD AUTHORIZES REPURCHASE OF UP TO
TWO MILLION SHARES
San Francisco-September 3, 1998-Cotelligent Group, Inc. (NYSE: CGZ) a leading
provider of information technology (IT) services, today announced that its Board
of Directors has authorized a share repurchase program of up to 2.0 million
shares of common stock, or 14% of outstanding shares. The purchases will be made
in the open market or in privately negotiated transactions, depending on market
conditions and other factors. Currently, Cotelligent has approximately 14
million shares of common stock outstanding, and has not established a specific
timetable for the purchases.
"This share repurchase program affirms our positive outlook for Cotelligent,"
said James Lavelle, Chairman and Chief Executive Officer. "We believe
Cotelligent's current share price, relative to the company's present financial
condition and future growth prospects, makes our stock an attractive investment
opportunity. We will undertake this program while continuing to pursue our
acquisition strategy in the IT services area."
Cotelligent has over $40 million of cash plus an unutilized Line of Credit of
another $40 million available to commit to the share repurchase program. The
share repurchase program will not impede Cotelligent's acquisition program.
Cotelligent's resources are strong, and attractive acquisitions will continue to
be pursued.
Initially, the shares Cotelligent repurchases will be held in treasury. They may
be used: (i) to offset any dilution effect from employee stock compensation
programs, (ii) resale in a future capital markets transaction or (iii) or
general corporate purposes. Based on our pre-established stock purchase criteria
and Cotelligent's borrowing rate, the effect on earnings per share of this
program will be modestly accretive to neutral during the period the stock is
held. Any economic gain realized from the reissuance of the shares would be
accretive to future earnings.
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About Cotelligent
Cotelligent provides specialized IT consulting services to leading organizations
with complex IT operations. With approximately 3,000 operating staff and
consultants nationwide, Cotelligent provides premier implementation services
through its five core practice areas: Project Management Services - custom
software development; Professional Services - highly technical staff
augmentation; Alliance Services - strategic partnerships with hardware and ERP
software vendor applications; Network Services - internet/intranet design,
implementation and connectivity; and IT Education Services - ongoing
professional development. The Company is headquartered in San Francisco,
California and its stock is traded on the New York Stock Exchange under the
symbol CGZ. Additional information on Cotelligent may be obtained by accessing
its web site at http://www.cotelligent.com/.
Except for historical information contained herein, the information contained in
this news release has forward-looking statements that involve certain risks and
uncertainties that could cause actual results to vary materially from such
statements. All forward-looking statements included in this release are based
upon information available to Cotelligent as of the date thereof, and
Cotelligent assumes no obligation to update any such forward-looking statements.
Please refer to the discussion of risk factors and other factors included in
Cotelligent's Annual Report on Form 10K for the year ended March 31, 1998, the
Company's most recent Report on Form 10Q, and other filings made with the
Securities and Exchange Commission.
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