COTELLIGENT INC
8-K, 1999-10-04
COMPUTER INTEGRATED SYSTEMS DESIGN
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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, Inc.
                         ---------------------------------
             (Exact name of registrant as specified in its charter)


                                September 24, 1999
                            -------------------------
                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)















<PAGE>


Item 5.  Other Events.

     On September 24, 1999,  Cotelligent,  Inc.  announced earnings expectations
for the three months ending September 30, 1999.

     A copy of the press  release 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

<PAGE>

                                   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, INC.
                                                              (Registrant)



Dated:  October 4, 1999                               By:   /S/ James R. Lavelle
                                                            --------------------
                                                               James R. Lavelle
                                                                Chairman and
                                                         Chief Executive Officer

                                       3

<PAGE>

                                  EXHIBIT INDEX


Exhibit No.                     Description                                 Page
- -----------                    -------------                                ----
99            Press Release announcing earnings expectations for
              the three months ending September 30, 1999.

                                       4


PRESS RELEASE

Cotelligent, Inc.                     FOR IMMEDIATE RELEASE
101 California Street,                For Information Contact:
Suite 2050                            James R. Lavelle, Chief Executive Officer
San Francisco, CA 94111               Daniel E. Jackson, Chief Financial Officer
Telephone: 415-439-6400               Cotelligent #00-22

                              COTELLIGENT ANNOUNCES
                           SECOND QUARTER EXPECTATIONS

     San  Francisco - September  24, 1999 -  Cotelligent,  Inc.  (NYSE:  CGZ), a
leading  provider of information  technology  (IT)  consulting  and  outsourcing
services,  today  announced  earnings  expectations  for the three months ending
September 30, 1999. These  expectations  are based upon the preliminary  results
for the months of July and August 1999.

     The  company  expects  revenues  in excess of $85  million  for the quarter
ending September 30, 1999,  compared to $79.7 million for the comparable  period
in the prior year and earnings per share of between $0.00 and $0.02  compared to
$0.27 in the same period in the prior year.

     The company  continues to experience a downturn in demand for its services,
which it believes to be principally  related to strategies being employed by the
company's customers of reducing investment in IT infrastructures while their Y2K
compliance is being ascertained.

     The company expects to announce  definitive  results for the second quarter
during the last week of  October.  The  expectations  described  above are based
solely on  preliminary  results  for the first two months of the quarter and are
subject  to  further  revision  or  adjustments  based  upon  actual  results of
operations for the three month period.

About Cotelligent

     Cotelligent  is  a  nationwide  provider  of  information  technology  (IT)
consulting and outsourcing  services to organizations  with complex  information
system  and  technology  operations.  The  company  comprises  more  than  3,300
technical  consultants and operating staff.  Cotelligent's  consulting practices
are divided into two groups: Professional Services - IT staff augmentation,  and
Technology  Solutions which encompasses all of the company's project  consulting
services  including  custom  application  software  development and outsourcing,
solutions  through national  partnerships  with leading  enterprise  application
software companies, network design, intranet and Internet application design and
development,  and IT education.  The company is  headquartered in San Francisco,
Calif.  and its stock is traded on the New York Stock  Exchange under the symbol
CGZ.   More   information   is   available   on  the   Company's   Web  site  at
http://www.cotelligent.com.

Safe Harbor Statment

     Except  for  historical   information  contained  herein,  the  information
contained in this news release includes 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  statement.  Factors  that  could  cause or  contribute  to such
differences  include,  but are not  limited  to: the  extent to which  customers
continue to reduce investment in IT  infrastructures;  preliminary nature of the
financial  information;  review  of  the  financial  results  by  the  Company's
auditors;  the availability of qualified IT  professionals;  the rate of hiring,
productivity  and  retention  of  revenue-generating  personnel;  changes in the
pricing of  Cotelligent's  services;  the timing and rate of  entrance  into new
regional markets; the structure and timing of acquisitions; and general economic
conditions.  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,
1999,  the Company's most recent Report on Form 10Q, and other filings made with
the Securities and Exchange Commission.




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