SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COTELLIGENT GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-3173918
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(State of Incorporation or Organization) (IRS Employer
Identification no.)
101 California Street, Suite 2050, San Francisco, CA 94111
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(Address of principal executive offices) (Zip Code)
x
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section pursuant to Section 12(g) of the
12(b) of the Exchange Act and Exchange Act and is effective
is effective pursuant to General pursuant to General Instruction
Instruction A.(c), please check A.(d), please check the following
the following box. box.
Securities Act registration statement file number to which this form relates:
Not Applicable
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, $.01 par value New York Stock Exchange
Series A Junior Participating New York Stock Exchange
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act: Not applicable
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Common Stock
The description of the Common Stock, par value $.01 per share, of
Cotelligent Group, Inc. (the "Registrant") is set forth: (i) under the
caption "Description of Capital Stock" contained in the Registrant's
Registration Statement on Form S-1 (Registration No. 33-80267) as
previously filed with the Securities and Exchange Commission (the
"Registration Statement") and (ii) in the Certificate of Incorporation of
the Registrant filed as Exhibit 3.1 to the Registration Statement, each of
which is hereby incorporated by reference in response to this Item.
Series A Junior Participating Preferred Stock Purchase Rights
The description of the rights to purchase Series A Participating
Preferred Stock of the Registrant is set forth: (i) in the Registrant's
Current Report on Form 8-K (the "Form 8-K"), filed with the Securities and
Exchange Commission on September 24, 1997 and (ii) in the Rights Agreement
filed as Exhibit 4.1 to the Form 8-K, each of which is hereby incorporated
by reference in response to this Item.
Item 2. Exhibits
The following documents are being filed as exhibits to this
Registration Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
1 Certificate of Incorporation of Cotelligent Group, Inc. (incorporated by reference to Exhibit 3.1 to
the Registration Statement)
2 By-laws of Cotelligent Group, Inc. (incorporated by reference to Exhibit 3.2 to the
Registration Statement)
3 Rights Agreement (incorporated by reference to Exhibit 4.1 to the Form 8-K)
4 Specimen Common Stock Certificate (incorporated by reference to Exhibit
4.1 to the Registration Statement) 5 Specimen Rights Certificate
(incorporated by reference to Exhibit B to Exhibit 4.1 to the Form 8-K)
</TABLE>
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
COTELLIGENT GROUP, INC.
Date: February 18, 1998 By: /s/ James R. Lavelle
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James R. Lavelle
Chairman and Chief
Executive Officer
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