COTELLIGENT INC
8-K, 1999-06-25
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)



                                 June 17, 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)
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Item 5.   Other Events.

               On June 17, 1999, Cotelligent, Inc. announced earnings
expectations for the three months ending June 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: June 25, 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 June 30, 1999.



                                       4

<PAGE>

                                                                      EXHIBIT 99

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           Herbert D. Montgomery, Chief Financial Officer
Telephone: 415-439-6400
                                  Cotelligent # 00-9



                             COTELLIGENT ANNOUNCES

                           FIRST QUARTER EXPECTATIONS


     SAN FRANCISCO - JUNE 17, 1999 - Cotelligent, Inc. (NYSE: CGZ), a leading
provider of information technology (IT) consulting services, today announced
earnings expectations for the three months ending June 30, 1999.  These
expectations are based upon the preliminary results for the months of April and
May 1999.

     The Company expects revenues in excess of $88 million for the quarter
ending June 30, 1999, compared to $73.0 million for the comparable period in the
prior year.  After a pretax restructuring charge of approximately $4.2 million
and impairment of long-lived assets resulting in a pretax write-down of goodwill
of $20.0 million, the Company expects a net loss of between $13 million and $15
million for the quarter ending June 30, 1999 as compared to net income of $3.5
million for the same period in the prior year.

     The Company is experiencing 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.  While the downturn in demand is broadly based,
it is most pronounced in the financial services sector.  The restructuring
charge is related to the reorganization to the Company's new five practice group
operating structure.  This reorganization is anticipated to favorably position
the Company in the future.

     The Company expects to announce definitive results for the first quarter
during the last week of July.  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.  Cotelligent's consulting practices are:
Professional Services - IT staff augmentation; Technology Solutions - custom
- ---------------------                          --------------------
application software development and outsourcing; Alliance Services - solutions
                                                  -----------------
through national partnerships with leading enterprise application software
companies; Network Services - 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.
<PAGE>

SAFE HARBOR STATEMENT

     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; review
of the restructuring charge by the Securities and Exchange Commission or other
governmental agency; 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,
1998, the Company's most recent Report on Form 10Q, and other filings made with
the Securities and Exchange Commission.


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