<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 2000
REGISTRATION NO. 333-37586
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
AMENDMENT NO. 1
TO
FORM S-3
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 (I.R.S. Employer Identification
incorporation or organization) Number)
101 CALIFORNIA STREET
SUITE 2050
SAN FRANCISCO, CALIFORNIA 94111
(415) 439-6400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
_______________
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, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS)
_______________
COPIES TO:
DAVID W. POLLAK, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
TEL: (212) 309-6000
FAX: (212) 309-6273
______________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
_______________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
********************************************************************************
* The information in this preliminary prospectus is not complete and may be *
* changed. These securities may not be sold until the registration statement *
* filed with the Securities and Exchange Commission is effective. This *
* preliminary prospectus is not an offer to sell nor does it seek an offer to *
* buy these securities in any jurisdiction where the offer or sale is not *
* permitted. *
********************************************************************************
SUBJECT TO COMPLETION, DATED JUNE 20, 2000
100,000 SHARES
COTELLIGENT, INC.
COMMON STOCK
_______________
This prospectus relates to the offer and sale of 100,000 shares of common
stock of Cotelligent, Inc. from time to time for the account of our stockholder,
E.W. & Associates, Inc. The shares of common stock covered by this prospectus
were issued to the selling stockholder in a private placement made in connection
with a Forbearance and Reinstatement of Noncompetes Agreement, dated as of May
2, 2000, among us, Cotelligent USA, Inc., E.W. & Associates, Inc. and the
stockholders of E.W. & Associates, Inc., and a Securities Issuance Agreement,
dated as of May 2, 2000, between us and E.W. & Associates, Inc. and/or its
assigns.
We will not receive any of the proceeds from the sale of the shares offered
by this prospectus. All expenses of registration of the shares which may be
offered by this prospectus under the Securities Act will be paid by us (other
than underwriting discounts and selling commissions, and fees and expenses of
advisors to the selling stockholder).
Our common stock is traded on the New York Stock Exchange under the symbol
"CGZ." On June 12, 2000, the closing price of the common stock as reported on
the New York Stock Exchange was $4.8125 per share.
See "Risk Factors" beginning on page 2 to read about certain factors you
should consider before buying shares of our common stock.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_______________
THE DATE OF THIS PROSPECTUS IS JUNE , 2000
<PAGE>
RISK FACTORS
INVESTMENT IN OUR STOCK HAS A DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD
CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW. THE RISKS AND UNCERTAINTIES
DESCRIBED BELOW MAY NOT BE THE ONLY ONES WE WILL FACE. ADDITIONAL RISKS AND
UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM NOT MATERIAL
MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY
OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS COULD BE
MATERIALLY ADVERSELY AFFECTED.
RISKS RELATED TO OUR INFORMATION TECHNOLOGY BUSINESS
We have signed a definitive agreement to divest substantially all of our
information technology, or IT, staff augmentation business. See "Recent
Developments -- Divestiture of our IT Staff Augmentation Business" for a
discussion of this divestiture. We cannot assure you that this transaction will
be completed. Until the divestiture is completed, we will continue to be
subject to all of the following risks related to our IT business. Once the
divestiture has been completed, we will be subject to the following risks to the
extent they relate to our IT consulting business and to our new joint venture.
IF WE FAIL TO CONTINUE TO ATTRACT AND RETAIN QUALIFIED IT PROFESSIONALS, IT
COULD HARM OUR BUSINESS.
Our success depends upon our ability to attract, hire and retain IT
professionals who possess the necessary skills and experience to service our
clients. We continually identify, screen and retain qualified IT professionals
to keep pace with client demand for rapidly evolving technologies and varying
client needs. We compete for these professionals with our clients, other
providers of technical services, systems integrators, providers of outsourcing
services, computer systems consultants and temporary staffing companies in a
variety of industry segments. Competition for individuals with proven technical
skills is intense. In the past, we have experienced difficulties in identifying
and retaining qualified IT professionals and, in some instances, we were unable
to meet requests for services. We cannot assure you that qualified IT
professionals will continue to be available to us in sufficient numbers.
OUR SUCCESS IS DEPENDENT ON OUR KEY PERSONNEL AND OUR ABILITY TO HIRE ADDITIONAL
MANAGEMENT PERSONNEL AT REGIONAL AND CORPORATE LEVELS.
Our operations are dependent on the continued efforts of our executive
officers and senior management of our operating locations. In addition, we will
likely depend on the senior management of any businesses acquired in the future.
If any of these people are unable or unwilling to continue in his or her present
role, or if we are unable to hire, train and integrate new management personnel
effectively, our business could be adversely affected. We do not currently
maintain key man life insurance covering any of our executive officers or other
members of senior management.
WE FACE PRICING AND MARGIN PRESSURE WHICH COULD ADVERSELY AFFECT OUR REVENUES
AND PROFITABILITY.
Many of our larger clients purchase IT services primarily from a limited
number of pre-approved vendors. In order to remain on vendor lists and attract
new clients, we must provide our services at competitive rates. Although we
continually attempt to reduce our costs, other IT consulting services
organizations and temporary placement agencies provide the same or similar
services at equal or lower costs. In addition, as competition intensifies
between IT consulting services providers, increased demand for qualified IT
professionals may result in upward market pressure on compensation rates.
Further, some of our clients require that vendors reduce rates after services
have commenced. We may not be able to compete effectively on pricing or other
financial requirements and, as a result, we may lose clients or fail to maintain
our historical gross profit levels or operate profitably.
WE FACE INTENSE COMPETITION WHICH COULD ADVERSELY AFFECT OUR REVENUES AND
PROFITABILITY.
The IT consulting services industry is highly competitive, fragmented and
subject to rapid change. Our competitors include local, regional and national
consulting and integration firms, professional service divisions of applications
software firms and the professional service groups of computer equipment
companies. We also compete with management information outsourcing companies,
"Big Five" accounting firms and general management consulting
2
<PAGE>
firms. The majority of our competitors are smaller regional firms with a strong
presence in local markets. Some of our competitors have greater technical,
financial or marketing resources than we have. In addition, we intend to enter
new markets and expand our service offerings through internal growth and
acquisitions and we expect to encounter additional competition from established
companies in these areas. Further, many large companies have recently
consolidated their vendor lists to a smaller number of preferred service
providers. If we are unable to adequately service these companies and become a
preferred service provider, our ability to acquire new clients and retain
existing clients could be adversely affected. If we cannot compete effectively
in our industry, our revenues and profitability could be adversely affected.
IF WE CANNOT IMPLEMENT AND MANAGE OUR ACQUISITION STRATEGY SUCCESSFULLY OUR
FUTURE PROSPECTS AND GROWTH COULD SUFFER.
We intend to continue to expand our operations through the acquisition of
IT consulting services businesses. Our inability to implement and manage our
acquisition strategy successfully could adversely affect our future prospects
and growth. We may not be able to identify, acquire or profitably manage
additional businesses without substantial costs, delays or other problems. If
competition for acquisition candidates increases, the prices for attractive
acquisition candidates may be bid up to higher levels. In addition,
acquisitions may involve a number of special risks, including: (1) diversion of
management's attention; (2) failure to retain key acquired personnel; (3) risks
associated with unanticipated events, circumstances or legal liabilities; and
(4) amortization of acquired intangible assets. Some or all of these risks
could adversely affect our operations and financial performance. For example,
client satisfaction or performance problems at a single acquired business could
adversely affect our reputation. Further, any businesses acquired in the future
may not achieve anticipated revenues and earnings.
WE MAY HAVE DIFFICULTY FINANCING OUR FUTURE ACQUISITIONS, WHICH COULD LIMIT OUR
GROWTH.
We expect to finance future acquisitions by using cash, notes and/or shares
of our common stock for all or a portion of the consideration to be paid. To
the extent that we issue shares of our common stock as payment for an
acquisition, a material decline in the market price of our common stock could
make our stock less attractive consideration. We may not have sufficient cash
resources to make acquisitions and we may need to obtain additional capital
through debt or equity financing to sustain our growth. Although we have a $49
million credit facility, this facility is not currently available for
acquisitions. We may not be able to obtain additional financing when needed on
satisfactory terms, if at all.
IF THE EBUSINESS MARKET DOES NOT CONTINUE TO DEVELOP, OR IF ITS DEVELOPMENT IS
DELAYED, OUR BUSINESS COULD BE HARMED.
Our future revenue will depend on the development of the eBusiness market.
The failure of this market to develop, or a delay in the development of this
market, could seriously harm our business. The success of eBusiness depends
substantially upon the widespread adoption of the Internet as a primary medium
for commerce and business applications. Critical issues concerning the
commercial use of the Internet, such as security, reliability, cost,
accessibility and quality of service, remain unresolved and may negatively
affect the growth of Internet use or the attractiveness of commerce and business
communications over the Internet.
CAPACITY CONSTRAINTS MAY RESTRICT THE USE OF THE INTERNET AS A COMMERCIAL
MARKETPLACE, RESULTING IN DECREASED DEMAND FOR OUR PRODUCTS.
The Internet infrastructure may not be able to support the demands placed
on it by increased usage or by the transmission of large quantities of data.
Other risks associated with commercial use of the Internet could slow its
growth, including:
. outages and other delays resulting from inadequate network infrastructure;
. slow development of enabling technologies and complementary products; and
. limited availability of cost-effective, high-speed access.
3
<PAGE>
Delays in the development or adoption of new equipment standards or
protocols required to handle increased levels of Internet activity, or increased
governmental regulation, could cause the Internet to lose its viability as a
means of communication among participants in the supply chain, resulting in
decreased demand for our products.
WE ARE DEPENDENT ON CONTINUED EXPANSION OF THE INTERNET INFRASTRUCTURE.
The recent growth in Internet traffic has caused frequent periods of
decreased performance, requiring Internet service providers and users of the
Internet to upgrade their infrastructures. If Web usage continues to grow
rapidly, the Internet infrastructure may not be able to support the demands
placed on it by this growth and its performance and reliability may decline. If
these outages or delays on the Internet occur frequently, overall Web usage
could grow more slowly or decline. Our ability to increase the speed and scope
of our services to customers is ultimately limited by and dependent upon the
speed and reliability of both the Internet and the capacity of the computer
equipment used by our customers. Consequently, the emergence and growth of the
market for our services is dependent on improvements being made to the entire
Internet and to computer equipment in general to alleviate overloading and
congestion.
WE ARE SUBJECT TO GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES.
The Internet is new and rapidly changing, and federal and state regulation
relating to the Internet is evolving. Currently, there are few laws or
regulations directly applicable to access to the Internet. Due to the
increasing popularity of the Internet, it is possible that laws and regulations
may be enacted covering issues such as user privacy, pricing, taxation, content
and quality of products and services. The adoption of such laws or regulations
could reduce the rate of growth of the Internet, which could materially and
adversely affect our business.
OUR REVENUES AND FINANCIAL CONDITION MAY BE ADVERSELY AFFECTED BY THE LOSS OF
BUSINESS FROM SIGNIFICANT CLIENTS.
Our revenue is primarily derived from services provided in response to
client requests or on an assignment-by-assignment basis. Our engagements,
generally billed on a time and materials or arranged fee basis, are terminable
at any time by our clients, generally without penalty. In addition, for the
year ended March 31, 1999, our largest client and our ten largest clients
accounted for approximately 5% and 24%, respectively, of our revenues. Our
clients may not continue to engage us for projects or use our services at
historical levels, if at all. If we lose a major client or suffer a reduction
in business, our revenue and financial condition may be adversely affected.
OUR FINANCIAL RESULTS ARE SUBJECT TO QUARTERLY FLUCTUATIONS.
Our revenue, gross margins and operating margins for any particular quarter
are generally affected by business mix and billing rates, resource requirements,
marketing activities, retention rates, the timing and size of client projects
and fluctuations in demand is a result of the technology market. Consequently,
you should not deem our results for any quarter to be necessarily indicative of
future results. In addition, any downward fluctuations in our results may cause
a decline in the trading price of our common stock.
WE FACE POTENTIAL LIABILITY DUE TO THE PROJECT NATURE OF OUR BUSINESS WHICH
OFTEN REQUIRES OUR IT PROFESSIONALS TO WORK AT OUR CLIENTS' PLACE OF BUSINESS.
Our IT professionals are often deployed in the workplace of other
businesses. As a result of this activity, we could be subject to possible
claims of discrimination and harassment, employment of illegal aliens or other
similar claims. These types of claims could result in negative publicity for us
and money damages or fines. Although we have not had any significant problems
in this area, we could encounter these problems in the future.
We are also exposed to liability for actions of our IT professionals while
on assignment, including damages caused by employee errors, misuse of client-
proprietary information or theft of client property. Due to the nature of our
assignments and the related potential liability, we cannot assure you that
insurance we maintain, if continually available, will be sufficient in amount or
scope to cover a loss.
RISKS RELATED TO OUR NEW JOINT VENTURE
OUR BUSINESS WILL BE HARMED IF OUR NEW JOINT VENTURE TRANSACTION DOES NOT CLOSE.
4
<PAGE>
We have caused one of our indirect wholly-owned subsidiaries to enter into an
operating agreement with bSmart.to Technologies, Inc., forming a new joint
venture. The closing of this joint venture transaction depends on the
satisfaction of two conditions set forth in the operating agreement and the
execution and delivery of some additional transaction agreements. We have
decided to focus our business on this new joint venture and related solutions
opportunities emerging in wireless Internet communications. As a result, if we
do not close the joint venture transaction, our business will be harmed.
WE ARE FOCUSING OUR BUSINESS ON THE NEW JOINT VENTURE AND WE CANNOT ASSURE YOU
THAT THIS JOINT VENTURE WILL BE SUCCESSFUL.
We have decided to divest our IT staff augmentation business to focus on
our new joint venture and related solutions opportunities emerging in wireless
Internet communications. We have decided to devote significant resources to
this joint venture. We cannot assure you that our joint venture will be
successful. If our joint venture is not successful, our business could be
materially and adversely affected.
OUR JOINT VENTURE HAS NO OPERATING HISTORY ON WHICH AN INVESTOR CAN EVALUATE ITS
BUSINESS.
We have agreed to contribute certain information technology consulting and
implementation and integration services assets and certain administrative
transition services to bSmart.to LLC, a new joint venture with bSmart.to
Technologies, Inc. Our joint venture has no operating history on which an
investor can evaluate its business. You must consider the risks, expenses and
difficulties this joint venture can be expected to encounter in the new and
rapidly evolving wireless Internet communications and information systems area.
These risks include the joint venture's ability to:
. attract and develop a customer base;
. generate sufficient levels of revenues and profitability;
. attract, retain and motivate qualified personnel;
. anticipate and adapt to rapid changes in its markets;
. maintain and enhance its systems to support growth of operations and
increasing the number of users;
. introduce new and enhanced services and products;
. minimize technical difficulties and system downtime; and
. respond to changes in government regulation.
OUR LACK OF EXPERIENCE IN THE AREA OF MBUSINESS MAY ADVERSELY AFFECT OUR NEW
JOINT VENTURE.
We intend our new joint venture to focus on mobile business, or mBusiness,
solutions in the emerging wireless Internet communications and information
systems area. We have no prior experience in the area of mBusiness and cannot
assure you that we will be able to develop the skills required to be successful
in the area of mBusiness. If we cannot develop the skills required to be
successful in the area of mBusiness, the joint venture's business will be
materially and adversely affected.
WE HAVE NEVER WORKED WITH BSMART.TO TECHNOLOGIES, INC. AND DO NOT KNOW IF WE
WILL HAVE A SUCCESSFUL RELATIONSHIP.
We have never worked with bSmart.to Technologies, Inc. The success of our
joint venture will depend on maintaining a good working relationship. Any
disagreements between our management and the management of
5
<PAGE>
bSmart.to Technologies relating to operating the joint venture could adversely
affect the business and results of operations of our joint venture.
WE OWN A MINORITY OF THE MEMBERSHIP INTERESTS IN THE JOINT VENTURE AND THEREFORE
DO NOT CONTROL THE JOINT VENTURE.
We own 49% of the membership interests in the joint venture and bSmart owns
a 51% interest. In addition, the board of representatives of the joint venture
consists of five members, three of which may be designated by bSmart and two of
which may be designated by us. The joint venture may not take certain
extraordinary actions unless these actions are approved by at least one of
bSmart's designated representatives and one of our designated representatives.
These actions include:
. modifications to the joint venture's business plan;
. the voluntary dissolution or liquidation of the joint venture or the
commencement of bankruptcy related proceedings;
. actions contrary to the preservation of the joint venture's existence;
. acquisitions or dispositions of assets by the joint venture which have a fair
market value in excess of 20% of the fair market value of the joint venture;
. dealings with bSmart or Cotelligent or their affiliates except pursuant to
the terms of the joint venture's operating agreement;
. issuances of new membership interests;
. redemptions or repurchases of membership interests;
. modification of the joint venture's operating agreement;
. additional capital contributions to the joint venture;
. distributions of the joint venture's profits; and
. in the event of a dissolution of the joint venture, removal of the
independent third person engaged to wind up the affairs of the joint venture.
As to all other matters, bSmart will be in a position to control the joint
venture. Actions taken by the joint venture, which may be approved by bSmart
without our support, could impact the results of operations of the joint
venture.
THE JOINT VENTURE IS SUBJECT TO RAPID CHANGES IN TECHNOLOGY AND CONSUMER
PREFERENCES.
The wireless Internet communications and information systems market is
characterized by rapidly changing technology, changes in user and customer
requirements and preferences, frequent new product and service announcements and
evolving new industry standards and practices that could render the joint
venture's existing proprietary technology and systems obsolete. The joint
venture's success will depend, in part, on its ability to enhance its existing
services; develop new services and technology that address the increasingly
sophisticated and varied needs of existing and prospective users; and respond to
technological advances and evolving industry standards and practices on a cost-
effective and timely basis. The development of mobile information and
communications systems and other proprietary technology entails significant
technical, financial and business risks. To be successful, the joint venture
must adapt to the rapidly changing market by continually improving the
performance, features and reliability of its systems and services. The joint
venture could also incur substantial costs to modify its services or
infrastructure to adapt to these changes. The joint venture's business could be
adversely affected if it incurred significant costs without adequate results.
6
<PAGE>
THE JOINT VENTURE WILL FACE SUBSTANTIAL COMPETITION.
The joint venture will face substantial competition in the wireless
Internet communications and information systems industry. The market for
wireless Internet communications and information systems is rapidly evolving as
a result of the development of new technologies, products and services.
Competitors may have greater name recognition, larger customer bases, and
significant financial, technical and marketing resources. This may allow them
to devote greater resources than our joint venture to the development of their
wireless Internet communications and information systems. These competitors may
also engage in more extensive research and development, adopt more aggressive
pricing policies and make more attractive offers to users. Competitors may
develop products and services that are equal or superior to those of our joint
venture or that achieve greater market acceptance. As a result, competition may
have a material adverse effect on the joint venture's financial results and
prospects.
THE JOINT VENTURE DEPENDS ON INTELLECTUAL PROPERTY LAWS, WHICH MAY NOT FULLY
PROTECT IT FROM UNAUTHORIZED USE OR MISAPPROPRIATION OF ITS PROPRIETARY
TECHNOLOGIES.
The joint venture relies on intellectual property laws, confidentiality
procedures and contractual provisions to protect its proprietary rights in its
products and technology. These measures afford only limited protection to the
joint venture. The joint venture may be unable to avoid infringement or
misappropriation claims regarding current or future technology, or unable to
adequately deter misappropriation or independent third party development of its
technology. In addition, policing unauthorized use of its products is
difficult. We are unable to determine the extent to which piracy of the joint
venture's software products exists and software piracy could become a problem.
Litigation to defend and enforce the joint venture's intellectual property
rights could result in substantial costs and diversion of resources and could
have a material adverse effect on our business, regardless of the final outcome
of such litigation.
THE JOINT VENTURE MAY EXPERIENCE DELAYS IN THE SCHEDULED INTRODUCTION OF NEW OR
UPGRADED TECHNOLOGY, AND ITS PRODUCTS MAY CONTAIN UNDETECTED "BUGS," RESULTING
IN LOSS OF REVENUE AND HARM TO ITS REPUTATION.
The joint venture's technology is particularly complex, because it must
perform in multi-platform environments and respond to customer demand for high
performance and major new product enhancements. The joint venture's new
products can require long development and testing periods before they are
commercially released. If the joint venture experiences delays in the scheduled
introduction of new technology, its customers may become dissatisfied and our
business could be harmed.
Also, despite testing by the joint venture, its technology may contain
undetected errors or "bugs." These bugs could result in a delay or loss of
revenue, diversion of development resources, damage to the joint venture's
reputation, increased service and warranty costs, or impaired market acceptance
and sales of these products, any of which could harm our business.
RISKS RELATED TO THE DIVESTITURE OF OUR IT STAFF AUGMENTATION BUSINESS
For more information about our divestiture of our IT staff augmentation
business, see "Recent Developments-- Divestiture of our IT Staff Augmentation
Business."
7
<PAGE>
OUR BUSINESS WILL BE HARMED IF THE DIVESTITURE OF OUR IT STAFF AUGMENTATION
BUSINESS DOES NOT CLOSE.
Cotelligent and Cotelligent USA have signed an asset purchase agreement
with Comsys Information Technology Services, Inc., a Delaware corporation, to
divest substantially all of our IT staff augmentation business. This sale is
still subject to various closing conditions set forth in the asset purchase
agreement and the execution and delivery of some additional transaction
agreements. In addition, the closing is contingent on Comsys' obtaining
satisfactory financing for the transaction. We cannot assure you that the
closing conditions will be satisfied or that this transaction will be
consummated. If this transaction does not close and we continue to operate our
IT staff augmentation business, our business will be harmed if key employees
leave the company or otherwise make it difficult for us to operate once they
know that the IT staff augmentation business is for sale. In addition, if we
have to pursue another course of action to divest our IT staff augmentation
business, our business could be materially and adversely affected.
In addition, we currently intend to use the proceeds from the sale of our
IT staff augmentation business to repay in full our existing indebtedness under
our bank facility. The lenders under this credit facility have currently waived
all existing defaults through July 15, 2000. If the transaction does not close,
we will continue to need waivers from our lenders to existing covenant defaults
under this facility and we will need to find other sources of funds to repay
this facility. In addition, the need for continuing waivers of defaults may
restrict our operating flexibility and harm our business.
IF THE SALE OF OUR IT STAFF AUGMENTATION BUSINESS IS COMPLETED, WE WILL HAVE
CONTINUING OBLIGATIONS TO THE BUYER AS A RESULT OF THE SALE.
If the sale of our IT staff augmentation business is completed, we will be
obligated to indemnify the buyer for some period of time for certain liabilities
which may arise as a result of the sale. We cannot predict the liabilities that
may arise as a result of the sale. Any indemnification claims made by the buyer
could materially and adversely affect our business.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
documents with the Securities and Exchange Commission. Our file number is
0-25372. You may read and copy any document we file at the SEC's public
reference room at Judiciary Plaza Building, 450 Fifth Street, NW, Room 1024,
Washington, D.C. 20549. You should call 1-800-SEC-0330 for more information on
the public reference room. The SEC maintains an Internet site at
http://www.sec.gov where certain information regarding issuers may be found.
This prospectus is part of a registration statement that we filed with the
SEC. The registration statement contains more information than this prospectus
regarding Cotelligent and our common stock, including certain exhibits and
schedules. You can get a copy of the registration statement from the SEC at the
address listed above or from its Internet site.
Our common stock is traded on the New York Stock Exchange. Proxy
statements and other information concerning us can also be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate" into this prospectus information we file
with the SEC in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information may include documents filed after the date of this
prospectus which update and supersede the information you read in this
prospectus. The following documents and other materials, which we have filed
with the SEC, are incorporated and specifically made a part of this prospectus
by reference:
(1) Annual Report on Form 10-K for the fiscal year ended March 31, 1999;
(2) Quarterly Reports on Form 10-Q for the quarters ended June 30, 1999,
September 30, 1999 and December 31, 1999;
8
<PAGE>
(3) Current Reports on Form 8-K dated November 30, 1998 (as amended on February
12, 1999), June 28 1999, September 24, 1999, August 26, 1999, December 31,
1999, March 6, 2000 and April 27, 2000; and
(4) Description of our securities contained in a Registration Statement on Form
8-A dated February 18, 1998.
In addition, all documents that we file with the Securities and Exchange
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this prospectus will be deemed to be
incorporated by reference into this prospectus and to be part of this prospectus
from the date of the filing of such documents with the SEC. Any statement
contained in this prospectus or in a document incorporated or deemed to be
incorporated by reference in this prospectus will be deemed to be modified or
superseded for purposes of this prospectus if a statement contained in this
prospectus or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this prospectus modifies or supersedes
that statement. Any statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
This prospectus incorporates documents by reference that are not presented
in this prospectus or delivered with this prospectus. Copies of these
documents, other than exhibits to these documents that are not specifically
incorporated by reference in this prospectus, are available without charge to
each person to whom a copy of this prospectus is delivered, upon the written or
oral request of that person. Requests for any information should be directed to
Daniel E. Jackson, Executive Vice President, Chief Financial Officer and
Treasurer, Cotelligent, Inc., 101 California Street, Suite 2050, San Francisco,
California 94111 (telephone number (415) 439-6400).
FORWARD-LOOKING STATEMENTS
This prospectus contains both historical and forward-looking statements.
These forward-looking statements are not facts; rather, they are intentions and
expectations relating to our plans, strategies and prospects. These forward-
looking statements are within the meaning of Section 27A of the Securities
Exchange Act and are intended to be covered by the safe harbors created by
Section 27A of the Securities Exchange Act. The forward-looking statements can
generally be identified by our use of words such as "plan," "intend," believe,"
"expect," and other words of similar import. Although we believe that our
plans, intentions and expectations reflected in or suggested by these forward-
looking statements are reasonable, we cannot assure you that we will achieve our
plans, intentions or expectations. We urge you to consider carefully the
important factors that could cause actual results to differ materially from the
forward-looking statements. These factors are described in the section entitled
"Risk Factors" and elsewhere in this prospectus. We make all the forward-
looking statements in this prospectus only as of the date of this prospectus,
and we do not undertake to publicly update these forward-looking statements to
reflect subsequent events.
RECENT DEVELOPMENTS
JOINT VENTURE AGREEMENT
On April 27, 2000, we caused our indirectly wholly-owned subsidiary, CZG
Mobile Ventures, Inc., a Delaware corporation, to enter into an operating
agreement with bSmart.to Technologies, Inc., a Delaware corporation, forming a
joint venture entity called bSmart.to LLC, a Delaware limited liability company.
CZG Mobile Ventures owns a 49% membership interest in the joint venture and
bSmart owns a 51% interest. bSmart is an affiliate of the Buytel Group, a group
of Irish technology organizations, and is in the business of using its patented
technology and systems architecture to facilitate real-time information and
communication for mobile people over a micro-selection of delivery channels.
Upon the consummation of the joint venture transaction, bSmart will
contribute to the joint venture certain technology and trademark rights and
licenses, as well as certain technology support services. We will contribute to
the joint venture (a) through CZG Mobile Ventures, $2,000,000 in cash at closing
and $8,000,000 upon the sale by us of our IT staff augmentation division as
discussed below under "Divestiture of our IT Staff Augmentation Business" and
(b) through our directly wholly-owned subsidiary, Cotelligent USA, Inc., a
California corporation, (1) certain information technology consulting and
implementation and integration services assets and (2) certain administrative
transition services. The joint venture intends to utilize these contributions
to develop and market mBusiness solutions in the emerging wireless Internet
communications area.
9
<PAGE>
The operating agreement sets forth as exhibits certain additional
transaction agreements. Upon the fulfillment of two conditions set forth in the
operating agreement, such additional transaction agreements will be executed and
delivered, and the joint venture transaction closed. The two conditions involve
us obtaining (a) the consent of our creditor, Fleet National Bank, to the
contributions to be made to the joint venture and the release of certain
security interests in the assets to be contributed by Cotelligent USA and (b)
any required third-party consents to the assignment of all material contracts to
be contributed to the joint venture by Cotelligent USA. Because we have no
control over such third parties, there can be no assurance that any or all third
parties will grant such consents and, therefore, that the joint venture
transaction will be consummated.
The additional transaction documents include a five-year warrant granted to
bSmart to purchase our securities totaling 4% of Cotelligent's outstanding
common stock at an exercise price of $8 per share, and a five-year warrant
granted to us to purchase securities of bSmart totaling 4% of bSmart's
outstanding common stock at an exercise price equal to the most recent valuation
of bSmart.
A copy of the operating agreement (including all exhibits) was filed with
the SEC on May 12, 2000 as an Exhibit to our Current Report on Form 8-K. This
summary description of the joint venture transaction does not purport to be
complete and is qualified in its entirety by reference to the operating
agreement, which is incorporated in this prospectus by reference.
DIVESTITURE OF OUR IT STAFF AUGMENTATION BUSINESS
On June 14, 2000, Cotelligent and Cotelligent USA signed an asset purchase
agreement with Comsys to divest substantially all of our IT staff augmentation
business. We agreed to sell to Comsys our business, properties, assets, rights
and interests, operating as a going concern, related to our IT staff
augmentation business as conducted in Atlanta, Georgia, Boston, Massachusetts,
Cedar Rapids, Iowa, Cleveland, Ohio, Colorado Springs and Denver, Colorado,
Dallas, Texas, Fort Lauderdale and Orlando, Florida, Minneapolis, Minnesota,
Pittsburgh, Pennsylvania, Portland, Oregon, Seattle, Washington, Saint Louis,
Missouri and Sacramento, San Diego, San Francisco, San Jose, San Ramon and San
Mateo, California. We have also agreed to sell to Comsys our accounting centers
located in Pittsburgh, Pennsylvania and Seattle, Washington.
The purchase price for the acquired business is approximately $131 million,
comprised of cash paid at the closing, a contingent payment of up to $5 million
relating to operating results for the quarter ending June 30, 2000 and the
assumption of certain liabilities. If consummated, we expect this transaction to
close by late June 2000.
We have agreed to indemnify Comsys for certain liabilities which may
arise as a result of the sale. Under the terms of the asset purchase agreement,
our cumulative indemnification obligation is capped at 20% of the purchase
price. We have also agreed that for a period of two years we will not engage in
any business that competes with the acquired businesses and is located within
the same greater metropolitan area as any office of the acquired businesses.
The sale is subject to various closing conditions set forth in the asset
purchase agreement and the execution and delivery of some additional transaction
agreements, including an escrow agreement, a transition services agreement,
spin-off agreements and a license agreement. In addition, the closing is
contingent on Comsys' obtaining satisfactory financing for the transaction. Our
board of directors may terminate the agreement to pursue a transaction with a
third party if the failure to pursue such transaction would constitute a breach
of its fiduciary duties under, or otherwise violate, applicable law. In such
event, however, we would be required to pay Comsys a $3.6 million break-up
fee.
We have decided to divest our IT staff augmentation business in order to
focus on our new joint venture and related solutions opportunities emerging in
wireless Internet communications.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
hereby.
10
<PAGE>
SELLING STOCKHOLDER
The following table sets forth information with respect to the selling
stockholder, including:
. the number and approximate percentage of shares beneficially owned by it as
of June 12, 2000;
. the number of shares registered for sale; and
. the number and approximate percentage of shares to be owned by it after the
completion of this offering.
E.W. & Associates, Inc., which was formerly known as Information Systems
Resources, Inc., and two of its stockholders entered into a purchase and sale of
assets agreement effective as of January 1, 1998, as amended in a letter
agreement dated April 15, 1999, pursuant to which we acquired substantially all
of the assets of E.W. & Associates. In addition, the stockholders of E.W. &
Associates, Inc. who were a party to the purchase and sale of assets agreement
have been employed by us during the past three years and one of these
stockholders is still employed by us as the president of one of our
subsidiaries. Because the selling stockholder may sell all or some portion of
the shares of our common stock beneficially owned by it, only an estimate
(assuming the selling stockholder sells all of its shares offered hereby) can be
given as to the number of shares of our common stock that will be beneficially
owned by the selling stockholder after this offering. The address of the
selling stockholder and the voting and investment power with respect to its
shares is also listed below.
<TABLE>
<CAPTION>
COMMON STOCK
COMMON STOCK BENEFICIALLY
BENEFICIALLY OWNED OWNED
PRIOR TO OFFERING(1) NUMBER AFTER OFFERING
-------------------------------- OF SHARES ----------------------------
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
------------------------------------------ --------------------- -------- ---------- ----------------- --------
<S> <C> <C> <C> <C> <C>
E.W. & Associates, Inc.(2) 0 0% 100,000(3) 0 0%
</TABLE>
----------
(1) Based on a total of 15,225,336 shares of common stock outstanding as of
June 12, 2000.
(2) The address of E.W. & Associates, Inc. is 1401 Oven Park Drive, Suite 201,
Tallahassee, FL 32312.
(3) E.W. & Associates, Inc. has sole voting and investment power with respect
to its shares of Cotelligent.
We have agreed to diligently seek the effectiveness of this registration
statement and to keep this registration statement effective until 180 days
following the effective date or such shorter period as may be required to permit
the public offering and sale of the shares covered by this prospectus by the
selling stockholder until the offer and sale of the shares covered by this
prospectus are completed.
11
<PAGE>
PLAN OF DISTRIBUTION
Sales of the shares of common stock registered under this prospectus may be
made from time to time by the selling stockholder, or, subject to applicable
law, by pledgees, donees, distributees, transferees or other successors in
interest. These sales may be made on the New York Stock Exchange, in the over-
the-counter market, or on another national securities exchange (any of which may
involve crosses and block transactions), or in privately negotiated transactions
or otherwise at prices and terms related to the current market price, or at
negotiated prices. In addition, any shares covered by this prospectus which
qualify for sale pursuant to Section 4(1) of the Securities Act or Rule 144
promulgated thereunder may be sold thereunder rather than pursuant to this
prospectus. Without limiting the generality of the foregoing, the shares may be
sold in one or more of the following types of transactions:
. a block trade in which a broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
. a purchase by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this prospectus;
. ordinary brokerage transactions and transactions in which the broker
solicits a purchase; and
. face-to-face transactions between sellers and purchasers without a broker
or dealer.
In effecting sales, brokers or dealers engaged by the selling stockholder
may arrange for other brokers or dealers to participate. Such brokers or
dealers may receive commissions or discounts from the selling stockholder in
amounts to be negotiated.
The selling stockholder and any brokers or dealers who act in connection
with the sale of the shares hereunder may be deemed to be "underwriters" within
the meaning of 2(11) of the Securities Act, and any commissions received by them
or any profit on any resale of the shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. We have agreed
to indemnify the selling stockholder and any such broker or dealer who may be
deemed to be an underwriter against certain liabilities, including liabilities
under the Securities Act as an underwriter.
We have advised the selling stockholder that, during such time as they may
be engaged in a distribution of the shares of common stock included herein, they
must comply with the applicable provisions of Regulation M under the Exchange
Act ("Regulation M") and, in connection therewith, the selling stockholder may
not engage in any stabilization activity in connection with any of our
securities, that they must furnish copies of this prospectus to each broker-
dealer through which the shares of our common stock included herein may be
offered, and that they may not bid for or purchase any of our securities or
attempt to induce any person to purchase any of our securities except as
permitted under Regulation M.
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered by this
prospectus has been passed upon for us by Morgan, Lewis & Bockius LLP, New York,
New York.
12
<PAGE>
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.
13
<PAGE>
================================================================================
No dealer, representative or any other person has been authorized to give
any information or to make any representations other than those contained in
this prospectus, and if given or made, such information or representations must
not be relied upon as having been authorized by Cotelligent. Neither the
delivery of this prospectus nor any sale made hereunder shall under any
circumstances create any implication that the information contained in this
prospectus is correct as of any date subsequent to the date of this prospectus.
This prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities offered by this prospectus by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation.
_______________
TABLE OF CONTENTS
Risk Factors........................................................ 2
Where You Can Find More Information................................. 8
Documents Incorporated By Reference................................. 8
Forward-Looking Statements.......................................... 9
Recent Developments................................................. 9
Use Of Proceeds..................................................... 11
Selling Stockholder................................................. 12
Plan Of Distribution................................................ 13
Legal Matters....................................................... 13
Experts............................................................. 14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be incurred in connection with the distribution
of the common stock covered by this Registration Statement, all of which will be
paid by Cotelligent, Inc. (the "Company") are as follows:
<TABLE>
<S> <C>
SEC Registration Fee $ 151
-------
Printing and Engraving Costs 8,000
Legal Fees and Expenses 15,000
Accounting Fees and Expenses 1,000
Miscellaneous 849
-------
Total $25,000
-------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-laws provide that the Company shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.
Section 145 of the General Corporation Law of the State of Delaware permits
a corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorney's 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 a derivative action, i.e., one 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 interests 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 indemnity for such expenses despite such
adjudication of liability.
Article Seven of the Company's Certificate of Incorporation provides that
the Company's 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 General Corporation Law of the State of Delaware, which makes
directors liable for unlawful dividends or unlawful stock repurchases or
redemptions or (d) for transactions from which directors derive improper
personal benefit.
The Company maintains liability insurance for the benefit of its directors
and officers.
II-1
<PAGE>
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 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).
3.2 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).
3.3 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).
4 Form of certificate evidencing ownership of Common Stock of
Cotelligent (Exhibit 4.1 of the Registration Statement or Form
S-1 (File No. 33-80267) effective February 16, 1996, is hereby
incorporated by reference).
5.1 Opinion of Morgan, Lewis & Bockius LLP.*
10.1 Forbearance and Reinstatement of Noncompetes Agreement, dated as
of May 2, 2000, among Cotelligent USA, Inc., Cotelligent, Inc.,
E.W. & Associates, Inc., Thomas H. Edwards and Timothy M.
Wooten.*
10.2 Securities Issuance Agreement, dated as of May 2, 2000, between
Cotelligent, Inc. and E.W. & Associates, Inc. and/or its
assigns.*
10.3 Asset Purchase Agreement, dated as of June 14, 2000, by and among
Cotelligent, Inc., Cotelligent U.S.A., Inc. and Comsys
Information Technology Services, Inc.
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
5.1).*
24 Powers of Attorney (included on page II-5 of this Registration
Statement).*
-------------------
* Previously filed.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which any 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any other material change to such information in the registration
statement.
Provided, however, that paragraphs (1)(i) and (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 with or furnished to the
Commission 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 of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being offered therein
and the offering of such securities at the time may 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 which are being registered which remain unsold at the
termination of the offering.
(4) That for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 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.
(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or caused to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed by the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification
II-3
<PAGE>
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 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, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No.1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California on June 19,
2000.
COTELLIGENT, INC.
By: /s/ Daniel E. Jackson
-------------------------------------
Daniel E. Jackson
Executive Vice President, Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the date or dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
/s/ James R. Lavelle Chairman of the Board of Directors, Chief
------------------------------------ Executive Officer and President (Principal June 19, 2000
James R. Lavelle Executive Officer)
* Vice Chairman of the Board of Directors June 19, 2000
------------------------------------
Edward E. Faber
/s/ Daniel E. Jackson Executive Vice President, Chief Financial
------------------------------------ Officer, Treasurer and Director June 19, 2000
Daniel E. Jackson (Principal Financial Officer)
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
* Vice President, Chief Accounting Officer
------------------------------------ (Principal Accounting Officer) June 19, 2000
Curtis J. Parker
*
------------------------------------ Director June 19, 2000
Ralph H. Baxter, Jr.
* Director June 19, 2000
------------------------------------
Jeffrey J. Bernardis
* Director June 19, 2000
------------------------------------
Anthony M. Frank
* Director June 19, 2000
------------------------------------
B. Tom Green
* Director
------------------------------------ June 19, 2000
Harvey L. Poppel
* /s/ Daniel E. Jackson
------------------------------------
Daniel E. Jackson
Attorney-in-Fact
</TABLE>
II-6
<PAGE>
INDEX TO EXIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 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).
3.2 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).
3.3 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).
4 Form of certificate evidencing ownership of Common Stock of
Cotelligent (Exhibit 4.1 of the Registration Statement or Form S-1
(File No. 33-80267) effective February 16, 1996, is hereby
incorporated by reference).
5.1 Opinion of Morgan, Lewis & Bockius LLP*.
10.1 Forbearance and Reinstatement of Noncompetes Agreement, dated as of
May 2, 2000, among Cotelligent USA, Inc., Cotelligent, Inc., E.W. &
Associates, Inc., Thomas H. Edwards and Timothy M. Wooten*.
10.2 Securities Issuance Agreement, dated as of May 2, 2000, between
Cotelligent, Inc. and E.W. & Associates, Inc. and/or its assigns.*
10.3 Asset Purchase Agreement, dated as of June 14, 2000, by and among
Cotelligent, Inc., Cotelligent U.S.A., Inc. and Comsys Information
Technology Services, Inc.
23.1 Consent of Arthur Andersen LLP*.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).*
24 Powers of Attorney (included on page II-5 of this Registration
Statement)*.
__________
*Previously filed.
