As filed with the Securities and Exchange Commission on March ___, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________
COTELLIGENT, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-3173918
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
_____________
101 California Street
Suite 2050
San Francisco, California 94111
(415) 439-6400
(Address, including zip code, of Principal Executive Offices)
______________
1999 LEVERAGED STOCK PURCHASE PLAN
STOCK OPTION AGREEMENT FOR DAVID HAINES
(Full Title of the Plan or Agreement)
_____________
James R. Lavelle
Chairman of the Board, Chief Executive Officer and President
101 California Street
Suite 2050
San Francisco, California 94111
(415) 439-6400
(Name, address, and telephone number,
including area code, of agent for service)
_____________
Copies to:
David W. Pollak, Esq. Lorraine E. Vega, 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
_____________
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION> Proposed
Proposed maximum
maximum aggregate
Title of securities to Number of Shares to be offering offering Amount of
be registered registered (1) price per share price registration fee (4)
- -------------------------------------- ---------------------- --------------- --------- --------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 1,486,842 $3.5625(2) $5,296,875 $1,398.37
35,000 $5.0625(2) $177,188 $46.78
60,000 $4.5000(2) $270,000 $71.28
75,000 $4.5000(2) $337,500 $89.10
25,000 $4.5000(2) $112,500 $29.70
25,000 $9.0000(2) $225,000 $59.40
318,158 $6.3438(3) $2,018,330 $532.84
_____________ _____________
Total 2,025,000 $2,227.47
</TABLE>
(1) Pursuant to Rule 416(a), the number of shares being registered shall
include an indeterminate number of additional shares of common stock or
common stock which may become issuable as a result of stock splits, stock
dividends, or similar transactions in accordance with anti-dilution
provisions of the 1999 Leveraged Stock Purchase Plan and the Stock Option
Agreement for David Haines.
(2) Calculated pursuant to Rule 457(h) for the purpose of calculating the
registration fee, based upon the price at which outstanding options under
the Stock Option Agreement for David Haines may be exercised and the price
at which shares may be purchased under the 1999 Leveraged Stock Purchase
Plan.
(3) Calculated pursuant to Rules 457(c) and (h), based upon the average of the
high and low prices reported on the New York Stock Exchange for February
28, 2000.
(4) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: Proposed maximum aggregate offering price per share multiplied by
.000264.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Act"), and the Explanatory Note to Part I of this
Registration Statement on Form S-8.
3
<PAGE>
Reoffer Prospectus
1,681,842 Shares
Cotelligent, Inc.
Common Stock
__________________
We are a software professional services firm specializing in providing
information technology consultants on a contract basis and consulting and
outsourcing services to businesses with complex information technology
operations. We are currently organized into two practice groups consisting of
Technology Solutions and Professional Services. This prospectus relates to the
resale of our common stock by our officers and directors and others who may be
in a control relationship with us and by certain of our employees. The common
stock which may be sold has previously been acquired, or will be acquired, by
these individuals upon exercise of the right to purchase shares under the 1999
Leveraged Stock Purchase Plan, which became effective September 8, 1999.
We will not receive any of the proceeds from these sales. We will pay all
expenses in connection with this offering, other than commissions and discounts
of underwriters, dealers or agents.
Our common stock is quoted on the New York Stock Exchange (Symbol: CGZ). On
February 28, 2000, the closing price of the common stock was $6.00 per share.
Neither the Securities and Exchange Commission (the "SEC") nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus is March 7, 2000
1
<PAGE>
We have not, nor has any individual named in this prospectus, authorized
any person to give any information or to make any representation other than
those contained in, or incorporated by reference into, this prospectus. This
prospectus does not constitute an offer to sell or solicitation of an offer to
buy.
We have filed a registration statement on Form S-8 in respect of the common
stock offered by this prospectus with the SEC under the Securities Act of 1933
(the "Securities Act"). This prospectus does not contain all of the information
contained in the registration statement. You should read this entire prospectus
carefully as well as the registration statement for additional information.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any documents we file at the
SEC's public reference rooms in Washington, D.C., New York, N.Y. and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public from
the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus.
Information in this prospectus may update documents previously filed with the
SEC, and later information that we file with the SEC will automatically update
this prospectus. We incorporate by reference the documents listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") prior to the termination of
the offering:
* Our Quarterly Reports on Form 10-Q filed with the SEC on February 14, 2000,
November 15, 1999, and August 16, 1999;
* Our Annual Report on Form 10-K filed with the SEC on June 29, 1999;
* Our Current Reports describing unscheduled material events on Form 8-K
filed with the SEC on February 14, 2000, December 6, 1999, and October 4,
1999; and
* Our Registration Statement on Form 8-A filed with the SEC on February 18,
1998, describing our common stock, including any amendments or reports
filed for the purpose of updating the description of our common stock that
is incorporated by reference therein.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
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<PAGE>
Cotelligent, Inc.
101 California Street
San Francisco, California 94111
Attention: General Counsel and Secretary
(415) 439-6400
_________________
Our website is http://www.cotelligent.com. Information on our website is
not part of this prospectus.
OUR BUSINESS
We are a software professional services firm specializing in providing
information technology consultants on a contract basis and consulting and
outsourcing services to businesses with complex information technology
operations. We are currently organized into two practice groups consisting of
Technology Solutions and Professional Services. We conduct operations from
offices across the United States. We also have two international consultant
recruiting offices, one in Brazil and one in the Philippines. We provide our
clients with information technology solutions for complex business issues. We
also provide information technology professionals with a broad base of skills to
our clients who have short-term staffing support requirements.
PROCEEDS
We will not receive any of the proceeds from the sale of the shares of our
common stock by the individuals named herein.
3
<PAGE>
SELLING STOCKHOLDERS
The individuals who may use this prospectus to sell our common stock are
our officers, directors, and certain employees. The following table sets forth,
with respect to such individuals: (1) the name of the selling shareholders and
position with the Company within the past three years; (2) the number of shares
of our outstanding Common Stock beneficially owned by each such individual prior
to the offering; (3) the number of such shares that may be sold for the account
of each such individual; and (4) the number of such shares and percentage of the
outstanding shares of such class that will be owned by each such individual
assuming the sale of all shares covered by this prospectus. We do not know
whether the individuals listed below will sell any or all of their shares
covered by this prospectus.
<TABLE>
<CAPTION>
Number of Number of Shares
Shares Owned Owned Assuming Percentage of Shares
Selling Stockholder before this Number of Shares Sale of Shares Owned Assuming Sale
Offering(1) Registered By This Covered By this of Shares Covered by
Prospectus(2) Offering this Offering(1)
<S> <C> <C> <C> <C>
- --------------------------------- ------------- ------------------- ---------------- --------------------
James R. Lavelle
Chairman, Chief Executive
Officer 1,171,975(3) 750,000 421,975 2.84%
(since 1993) and President
(since February 9, 2000)
Daniel E. Jackson
Executive Vice President, Chief
Financial Officer and 999,473(4) 736,842 262,631 1.77%
Treasurer (A)
George Salerno
Vice President of Human 107,952(5) 35,000 72,952 *
Resources (since 1998)
Steven C. Machiorlette
Vice President of Corporate 79,749(6) 60,000 19,749 *
Development (since 1999)
Howard Warner
Vice President of Professional
Services 96,948(7) 75,000 21,948 *
(since 1999)
David Haines
Vice President of Business 31,250(8) 25,000 6,250 *
Development (since 1999)
</TABLE>
4
<PAGE>
* Less than 1%
(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under
the Securities and Exchange Act of 1934, as amended, and unless otherwise
indicated, represent shares for which the beneficial owner has sole voting and
investment power.
(2) Comprised of shares issuable to the named individuals upon purchase under
the Cotelligent, Inc. 1999 Leveraged Stock Purchase Plan (subject to the terms
of the Stock Purchase Agreement, Promissory Note and Pledge Agreement for such
stock purchase).
(3) Includes 266,667 shares of common stock that may be acquired upon the
exercise of options issued pursuant to our long term incentive plan, which are
exercisable within 60 days of the date hereof.
(4) Includes 150,000 shares of common stock that may be acquired upon the
exercise of options issued pursuant to our long term incentive plan, which are
exercisable within 60 days of the date hereof.
(5) Includes 25,000 shares of common stock that may be acquired upon the
exercise of options issued pursuant to our long term incentive plan, which are
exercisable within 60 days of the date hereof.
(6) Includes 19,376 shares of common stock that may be acquired upon the
exercise of options issued pursuant to our long term incentive plan, which are
exercisable within 60 days of the date hereof.
(7) Includes 12,500 shares of common stock that may be acquired upon the
exercise of options issued pursuant to our long term incentive plan, which are
exercisable within 60 days of the date hereof.
(8) Includes 6,250 shares of common stock that may be acquired upon the exercise
of options issued pursuant to our long term incentive plan, which are
exercisable within 60 days of the date hereof.
(A) Mr. Jackson has served as Chief Financial Officer and Treasurer since June
1999. From May 1998 until June 1999, Mr. Jackson served in the capacities of
Executive Vice President, Corporate Development and General Counsel. Mr. Jackson
served as Senior Vice President of Corporate Development and General Counsel
since September 1995, as Secretary from September 1996 until September 1997 and
as Chief Financial Officer from November 1996 until January 1998.
PLAN OF DISTRIBUTION
The shares of our common stock covered by this prospectus will be sold, if
at all, by the individuals named above, and not by us. The shares may be sold
from time to time as follows:
* on the New York Stock Exchange, which may involve crosses and block
transactions;
* to purchasers directly;
* in ordinary brokerage transactions in which the broker solicits purchasers;
* through underwriters, dealers and agents who may receive compensation in
the form of underwriting discounts, concessions or commissions from a
seller and/or the purchasers of the shares for whom they may act as agent;
5
<PAGE>
* through the writing of options on the shares;
* through the pledge of shares as security for any loan or obligation,
including pledges to brokers or dealers who may from time to time effect
distributions of the shares or other interests in the shares;
* through purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to this prospectus;
* through block trades in which the broker or dealer so engaged will attempt
to sell the shares as agent or as riskless principal but may position and
resell a portion of the block as principal to facilitate the transaction;
* through exchange distributions in accordance with the rules of the
applicable exchange;
* in any combination of one or more of these methods; or
* in any other lawful manner.
These sales may be made at prices related to the then current market price
or otherwise at prices and on terms then prevailing, or in privately negotiated
transactions. In effecting sales, a broker or dealer engaged by an individual
using this prospectus to sell common stock may arrange for other brokers or
dealers to participate in the sale. In addition, any shares covered by this
prospectus which qualify for sale pursuant to Section 4(1) of the Securities Act
or Rules 144 or 701(g) under the Securities Act may be sold thereunder rather
than by this prospectus.
In connection with distributions of the shares or otherwise, an individual
using this prospectus to sell common stock may enter into hedging transactions
with a broker-dealer. In connection with such a transaction, a broker-dealer may
engage in short sales of shares registered hereunder in the course of hedging
the positions they assume with the seller. The seller may also sell shares short
and deliver the shares to close out such short positions. The seller may also
enter into an option or other transaction with a broker-dealer which requires
the delivery to the broker-dealer of shares we have registered, which the
broker-dealer may resell by this prospectus.
A seller may pay a broker-dealer or an agent compensation in the form of
commissions, discounts or concessions. The broker-dealer and any other
participating broker-dealer may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.
We may be required to file a supplemental prospectus in connection with any
activities involving a seller which may be deemed to be an "underwriting". In
that case, a supplement to this prospectus would contain (1) information as to
whether an underwriter selected by a seller, or any other broker-dealer, is
acting as principal or agent for the seller, (2) the compensation to be received
by an underwriter selected by a seller or any broker-dealer, for acting as
principal or agent for a seller and (3) the compensation to be received by any
other broker-dealer, in the event the compensation of such other broker-dealers
is in excess of usual and customary commissions. Any broker or dealer
participating in any distribution of the shares may be required to deliver a
copy of this prospectus, including any prospectus supplement, to any individual
who purchases any shares from or through such a broker-dealer.
We have advised the people identified in this prospectus as potential
sellers of common stock that during any period when they may be engaged in a
distribution of the shares offered by this prospectus, they are required to
comply with Regulation M promulgated under the Exchange Act. With certain
exceptions, Regulation M precludes any seller, any
6
<PAGE>
affiliated purchaser and any broker-dealer or other individual who participates
in such a distribution from bidding for or purchasing, or attempting to induce
any individual to bid for or purchase any security, that is the subject of the
distribution until the entire distribution is complete. Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. All of these
factors may affect the marketability of our common stock.
The people identified in this prospectus as potential sellers of common
stock offer to sell all, some or none of the shares covered by this prospectus.
Because it is possible that a significant number of shares could be sold
simultaneously by means of this prospectus, such sales, or the possibility
thereof, may have an adverse effect on the market price of our common stock.
INDEMNIFICATION
Our Amended and Restated Bylaws provide that we shall, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended, ("DGCL") indemnify our officers and directors as permitted
pursuant thereto.
Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In an action by or in the right of
the corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interest of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnify for such expenses despite such
adjudication of liability.
Article Seven of our Amended and Restated Certificate of Incorporation,
provides that our directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the DGCL which makes directors liable for unlawful dividends or
unlawful stock repurchases or redemptions or (d) for transactions from which
directors derive improper personal benefit. We maintain liability insurance for
the benefit of our directors and officers.
7
<PAGE>
VALIDITY OF COMMON STOCK
The validity of our common shares will be passed on by Morgan, Lewis & Bockius
LLP, New York, New York.
EXPERTS
The financial statements included in our Annual Report on Form 10-K for the
fiscal year ended March 31, 1999 incorporated by reference in this Prospectus
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report dated April 26, 1999, and are included herein in
reliance upon the authority of said firm as experts in giving said report.
8
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by us with the Securities and Exchange
Commission ("SEC") are incorporated by reference into this Registration
Statement:
(a) Our Quarterly Reports on Form 10-Q filed with the SEC on February 14, 2000,
November 15, 1999, and August 16, 1999;
(b) Our Annual Report on Form 10-K filed with the SEC on June 29, 1999;
(c) Our Current Reports describing unscheduled material events on Form 8-K
filed with the SEC on February 14, 2000, December 6, 1999, and October 4,
1999; and
(d) Our Registration Statement on Form 8-A filed with the SEC on February 18,
1998, describing our common stock, including any amendments or reports
filed for the purpose of updating the description of our common stock that
is incorporated by reference therein.
All reports and other documents subsequently filed by us pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Experts
The financial statements included in our Annual Report on Form 10-K for the
fiscal year ended March 31, 1999 incorporated by reference in this Prospectus
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report dated April 26, 1999, and are included herein in
reliance upon the authority of said firm as experts in giving said report.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
-II-1-
<PAGE>
Item 6. Indemnification of Directors and Officers.
Our Amended and Restated Bylaws provide that we shall, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended, ("DGCL") indemnify our officers and directors as permitted
pursuant thereto.
Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In an action by or in the right of
the corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interest of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnify for such expenses despite such
adjudication of liability.
Article Seven of our Amended and Restated Certificate of Incorporation,
provides that our directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the DGCL which makes directors liable for unlawful dividends or
unlawful stock repurchases or redemptions or (d) for transactions from which
directors derive improper personal benefit. We maintain liability insurance for
the benefit of our directors and officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Description
4.1 Certificate of Incorporation of Cotelligent, Inc. (Exhibit 3.1 of the
Registration Statement on Form S-1 (File No. 33-80267) effective
February 16, 1996, is hereby incorporated by reference)
4.2 By-Laws of Cotelligent, Inc. (Exhibit 3.2 of the Registration
Statement on Form S-1 (File No. 33-80267) effective February 16, 1996,
is hereby incorporated by reference)
4.3 Certificate of Amendment of Certificate of Incorporation of
Cotelligent, Inc. (Exhibit 3.3 of the Annual Report on Form 10-K (File
No. 00-25372) filed with the SEC on June 29, 1999, is hereby
incorporated by reference)
-II-2-
<PAGE>
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Arthur Andersen LLP.
23.3 Consent of Morgan Lewis & Bockius LLP (included in Exhibit 5.1).
24 Powers of Attorney (included on page II-5 of this Registration Statement).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and
-II-3-
<PAGE>
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-II-4-
<PAGE>
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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of San Francisco, State of
California, on March , 2000.
COTELLIGENT, INC.
By:/s/ James R. Lavelle
--------------------
James R. Lavelle
Chairman of the Board, Chief Executive Officer and President
POWERS OF ATTORNEY
Each person whose signature appears below hereby authorizes, appoints and
constitutes James R. Lavelle, Michael L. Evans, and Daniel E. Jackson, and each
of them singly, his true and lawful attorneys-in-fact with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign and file any and all amendments to this
Registration Statement with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and he hereby
ratifies and confirms all that said attorneys-in-fact or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Signature Title Date
/s/ James R. Lavelle Chairman of the Board, March 7, 2000
- --------------------- Chief Executive Officer
James R. Lavelle and President
(Principal Executive Officer)
/s/ Edward. E. Faber Vice Chairman of the Board March 7, 2000
- --------------------
Edward E. Faber
/s/ Daniel E. Jackson Executive Vice President, March 7, 2000
- --------------------- Chief Financial Officer and
Daniel E. Jackson Treasurer and Director
(Principal Financial Officer)
/s/ Curtis J. Parker Vice President, Chief Accounting March 7, 2000
- -------------------- Officer (Principal Accounting
Curtis J. Parker Officer)
-II-5-
<PAGE>
/s/ Jeffrey J. Bernadis Director March 7, 2000
- -----------------------
Jeffrey J. Bernardis
/s/ Anthony M. Frank Director March 7, 2000
- --------------------
Anthony M. Frank
/s/ B. Tom Green Director March 7, 2000
- ----------------
B. Tom Green
/s/ Harvey L. Poppel Director March 7, 2000
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Harvey L. Poppel
/s/ Ralph H. Baxter Director March 7, 2000
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Ralph H. Baxter, Jr.
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<PAGE>
EXHIBITS
Exhibit Description
4.1 Certificate of Incorporation of Cotelligent, Inc. (Exhibit 3.1 of the
Registration Statement on Form S-1 (File No. 33-80267) effective
February 16, 1996, is hereby incorporated by reference)
4.2 By-Laws of Cotelligent, Inc. (Exhibit 3.2 of the Registration
Statement on Form S-1 (File No. 33-80267) effective February 16, 1996,
is hereby incorporated by reference)
4.3 Certificate of Amendment of Certificate of Incorporation of
Cotelligent, Inc. (Exhibit 3.3 of the Annual Report on Form 10-K (File
No. 00-25372) filed with the SEC on June 29, 1999, is hereby
incorporated by reference)
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Arthur Andersen LLP.
23.3 Consent of Morgan Lewis & Bockius LLP (included in Exhibit 5.1).
24 Powers of Attorney (included on page II-5 of this Registration
Statement).
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Exhibit 5.1
March 3, 2000
Cotelligent, Inc.
101 California Street
San Francisco, California 94111
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Cotelligent, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-8, including the exhibits thereto (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), for the registration by the
Company of 2,025,000 shares (the "Shares") of Common Stock, par value $.01 per
share, which may be issued under the Company's 1999 Leveraged Stock Purchase
Plan (the "Plan"), and under a stock option agreement between the Company and
Mr. David Haines (the "Agreement").
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the Registration
Statement, the Plan and Agreement, the Amended and Restated Certificate of
Incorporation of the Company, the Amended and Restated By-Laws of the Company,
and such other documents, records and other instruments of the Company as in our
judgment are necessary or appropriate for purposes of this opinion.
Based upon the foregoing, we are of the following opinion:
The Shares, when issued in accordance with the terms of the Plan and/or
Agreement, and for a consideration per Share of not less than the par value per
Share, will be duly authorized, validly issued, fully paid and non-assessable.
We are expressing the opinions above as members of the Bar of the State of
New York and express no opinion as to any law other than the General Corporation
Law of the State of Delaware.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are acting within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
To Cotelligent, Inc.
As independent public accountants, we hereby consent to the use (incorporation
by reference) in this registration statement of our report dated April 26, 1999
included herein (in the company's Form 10-K for the year ended March 31, 1999)
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
San Francisco, California
March 6, 2000
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