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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
APRIL 8, 1998
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
CLAREMONT TECHNOLOGY GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OREGON 0-28654 93-1004490
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NO.) IDENTIFICATION NO.)
1600 N.W. COMPTON DRIVE, SUITE 210, BEAVERTON, OREGON 97006
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(503) 748-8000
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
EXHIBIT INDEX ON PAGE 4
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Item 5. OTHER EVENTS
Claremont Technology Group, Inc. (the "Company") has entered into an
Agreement and Plan of Merger dated April 8, 1998 (the "Merger Agreement") by
and among the Company, Complete Business Solutions, Inc., a Michigan
corporation ("CBSI") and CBSI Acquisition Corp. III, a Michigan corporation
and a wholly-owned subsidiary of CBSI ("Sub"). Subject to the terms and
conditions of the Merger Agreement, Sub will merge with and into the Company,
the Company will become a wholly-owned subsidiary of CBSI, and each
outstanding share of the Company's common stock will be converted into a
number of shares of CBSI common stock equal to the "Conversion Number"
determined in accordance with the Merger Agreement (the "Merger"). The
Conversion Number will be equal to $27.00 divided by the average closing
price of CBSI common stock for the twenty trading days immediately preceding
the third trading day before the closing of the Merger (the "Closing Value");
provided, however, that if the Closing Value is less than 85 percent of
$38.00, the Conversion Number will be fixed at .8359133 shares of CBSI common
stock, and if the Closing Value is more than 115 percent of $38.00, the
Conversion Number will be fixed at .617849 shares of CBSI common Stock.
Completion of the Merger is subject to (i) the approval of the shareholders
of the Company, (ii) the approval of the shareholders of CBSI, (iii) applicable
regulatory approvals and waiting periods, and (iv) other customary conditions.
The Company will receive an irrevocable proxy to vote approximately 37 percent
of the outstanding common stock of CBSI, and CBSI will receive an irrevocable
proxy to vote approximately 10 percent of the outstanding common stock of the
Company. The Merger is expected to constitute a tax-free reorganization for
federal income tax purposes and is expected to be accounted for as a pooling of
interests.
CBSI is a worldwide information technology consultant and service provider
to large and medium-sized organizations. CBSI common stock is traded on the
Nasdaq Stock Market under the symbol "CBSL."
In connection with the execution of the Merger Agreement, on April 8, 1998
the Company entered into an Amendment (the "First Amendment") to the Rights
Agreement dated February 5, 1998 between the Company and ChaseMellon Shareholder
Services, L.L.C. to the effect that neither CBSI, Sub or any of their affiliates
shall become an Acquiring Person (as defined in the Rights Agreement) by reason
of the execution of the Merger Agreement, the consummation of the Merger or any
other transaction contemplated by the Merger Agreement. The First Amendment is
filed herewith as Exhibit 99.1.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
99.1 First Amendment to Rights Agreement dated as of April 8, 1998, between
the Company and ChaseMellon Shareholder Services, L.L.C. as Rights
Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CLAREMONT TECHNOLOGY GROUP, INC.
Date: April __, 1998 By: /s/ Stephen M. Carson
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Stephen M. Carson, President
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
99.1 First Amendment to Rights Agreement
dated as of April 8, 1998 between
the Company and ChaseMellon Shareholder
Services, L.L.C. as Rights Agent
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EXHIBIT 99.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of April 8, 1998 (the
"Amendment"), between Claremont Technology Group, Inc., an Oregon corporation
(the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights
Agent").
WHEREAS, the above-mentioned parties have previously entered into that
certain Rights Agreement dated as of February 5, 1998 (the "Rights Agreement")
governing certain preferred stock purchase rights (the "Rights") of the
Company's shareholders;
WHEREAS, the Company has entered into an Agreement and Plan of Merger (the
"Merger Agreement"), by and among the Company, Complete Business Solutions,
Inc., a Michigan corporation ("CBSI"), and CBSI Acquisition Corp. III, a
Michigan corporation and a wholly-owned subsidiary of CBSI ("Sub"), pursuant to
which Sub will be merged with and into the Company and the Company shall become
a wholly-owned subsidiary of CBSI (the "Merger");
WHEREAS, the Board of Directors deems it desirable and in the best
interests of the Company and its shareholders that the transactions contemplated
by the Merger Agreement be consummated;
WHEREAS, the Merger Agreement provides that prior to the execution of the
Merger Agreement, the Board of Directors of the Company shall have approved an
amendment to the Rights Agreement to the effect that CBSI, Sub and their
affiliates shall not become an Acquiring Person (as such term is defined in the
Rights Agreement); and
WHEREAS, such parties wish to amend the Rights Agreement in the manner set
forth below.
NOW, THEREFORE, in consideration of the premises and the mutual agreement
herein set forth, the parties hereby agree as follows:
1. All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings given them in the Rights Agreement, and each reference
in the Rights Agreement to "this Agreement," "hereof," "herein," "hereunder" or
"hereby" and each other similar reference shall be deemed to refer to the Rights
Agreement as amended hereby. All references to the Rights Agreement in any
other agreement between or among any of the parties hereto relating to the
transactions contemplated by the Rights Agreement shall be deemed to refer to
the Rights Agreement as amended hereby.
2. The definition of "Acquiring Person" in Section 1 of the Rights
Agreement is hereby amended and restated in its entirety as follows:
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(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person, shall be
the Beneficial Owner (as such term is hereinafter defined) of 15% or more
of the shares of Common Stock then outstanding, but shall not include
(i) the Company, (ii) any Subsidiary of the Company, (iii) any employee
benefit plan of the Company or any Subsidiary of the Company, or any Person
or entity holding shares of Common Stock for or pursuant to the terms of
any such plan to the extent, and only to the extent, of such shares so
held, or (iv) Complete Business Solutions, Inc., a Michigan corporation
("CBSI"), CBSI Acquisition Corp. III, a Michigan corporation and a
wholly-owned subsidiary of CBSI ("Sub") or any of their Affiliates or
Associates which otherwise would become an Acquiring Person solely by
reason or as a result of the execution or delivery of the Merger Agreement
dated as of April 8, 1998 by and among the Company, CBSI and Sub (the "CBSI
Merger Agreement") pursuant to which Sub will be merged with and into the
Company and the Company shall become a wholly-owned subsidiary of CBSI (the
"Merger") or the consummation of the Merger or any other transaction
contemplated by the CBSI Merger Agreement. Notwithstanding the foregoing,
no Person shall become an "Acquiring Person" as the result of an
acquisition of shares of Common Stock by the Company which, by reducing the
number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 15% or more of the shares of Common
Stock of the Company then outstanding; provided, however, that if a Person
shall become the Beneficial Owner of 15% or more of the Common Stock of the
Company then outstanding by reason of share purchases by the Company and
shall, after such share purchases by the Company, become the Beneficial
Owner of any additional shares of Common Stock of the Company, then such
Person shall be deemed to be an "Acquiring Person" if such Person is then
the Beneficial Owner of 15% or more of the Common Stock then outstanding.
In addition, if the Board of Directors of the Company determines in good
faith that a Person who would otherwise be an "Acquiring Person," as
defined in this paragraph (a), has become such inadvertently, and such
Person divests as promptly as practicable a sufficient number of shares of
Common Stock so that such Person would no longer be an "Acquiring Person,"
then such Person shall not be deemed an "Acquiring Person" for any purposes
of this Agreement unless and until such Person shall again become an
"Acquiring Person."
3. This Amendment may be signed in any number of counterparts, each of
which shall be deemed an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
4. Except as modified by this Amendment, the Rights Agreement shall
remain in full force and effect without any modification.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
CLAREMONT TECHNOLOGY GROUP, INC.
By: /s/ Stephen M. Carson
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Stephen M. Carson, President
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Dennis Treibel
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Name: Dennis Treibel
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Title: Assistant Vice President
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