CONDOR TECHNOLOGY SOLUTIONS INC
424B3, 1998-06-08
COMPUTER PROCESSING & DATA PREPARATION
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<PAGE>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1998
 
                                                      REGISTRATION NO. 333-55689
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------
 
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
 
                       CONDOR TECHNOLOGY SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                       <C>                                       <C>
                DELAWARE                                    7379                                   54-1814931
      (State or other jurisdiction              (Primary Standard Industrial                    (I.R.S. Employer
   of incorporation or organization)            Classification Code Number)                  Identification Number)
</TABLE>
 
                             ANNAPOLIS OFFICE PLAZA
                          170 JENNIFER ROAD, SUITE 325
                           ANNAPOLIS, MARYLAND 21401
                                 (410) 266-8700
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)
                         ------------------------------
 
                                KENNARD F. HILL
 
                            CHIEF EXECUTIVE OFFICER
                       CONDOR TECHNOLOGY SOLUTIONS, INC.
                             ANNAPOLIS OFFICE PLAZA
                          170 JENNIFER ROAD, SUITE 325
                           ANNAPOLIS, MARYLAND 21401
                                 (410) 266-8700
              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)
                         ------------------------------
 
                                    COPY TO:
 
                          CHRISTOPHER T. JENSEN, ESQ.
                          Morgan, Lewis & Bockius LLP
                                101 Park Avenue
                            New York, New York 10178
                                 (212) 309-6000
                           --------------------------
 
        Approximate date of commencement of proposed sale to the public:
   As soon as practicable after the Registration Statement becomes effective.
                           --------------------------
 
    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, 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 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. / /
 
                     CALCULATION OF REGISTRATION FEE CHART
 
<TABLE>
<CAPTION>
                                                                     PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
             TITLE OF EACH CLASS                    AMOUNT TO         OFFERING PRICE        AGGREGATE        REGISTRATION
        OF SECURITIES TO BE REGISTERED            BE REGISTERED       PER SHARE (1)       OFFERING PRICE          FEE
<S>                                             <C>                 <C>                 <C>                 <C>
Common Stock, $.01 par value..................   5,000,000 shares        $14.3125          $71,562,500        $21,110.94
</TABLE>
 
(1) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(c) based on the average of the high and the low prices of Common
    Stock on the Nasdaq National Market on May 28, 1998.
 
                           --------------------------
 
    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>
                                                Filed Pursuant to Rule 424(b)(3)
                                                      Registration No. 333-55689
 
                                5,000,000 SHARES
 
                                     [LOGO]
 
                                  COMMON STOCK
                               ------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
      PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
    This Prospectus covers 5,000,000 shares of common stock, $.01 par value (the
"Common Stock"), which may be offered and issued by Condor Technology Solutions,
Inc. (the "Company") from time to time in connection with the merger with or
acquisition by the Company of other businesses or assets. It is expected that
the terms of acquisitions involving the issuance of securities covered by this
Prospectus will be determined by direct negotiations with the owners or
controlling persons of the businesses or assets to be merged with or acquired by
the Company, and that the shares of Common Stock issued will be valued at prices
reasonably related to market prices current either at the time a merger or
acquisition are agreed upon or at or about the time of delivery of shares. No
underwriting discounts or commissions will be paid, although finder's fees may
be paid from time to time with respect to specific mergers or acquisitions. Any
person receiving any such fees may be deemed to be an underwriter within the
meaning of the Securities Act of 1933, as amended (the "Securities Act").
 
    The Company currently has 10,981,422 shares of its Common Stock outstanding,
of which 6,785,000 are registered and available for unrestricted trading in the
public markets unless owned by affiliates of the Company. Application will be
made to list the shares of Common Stock offered hereby on the Nasdaq National
Market. On May 28, 1998, the closing price of the Common Stock on the Nasdaq
National Market was $14.625 per share as published in THE WALL STREET JOURNAL on
May 29, 1998.
 
    All expenses of this offering will be paid by the Company. The Company is a
Delaware corporation and all references herein to the Company refer to the
Company and its subsidiaries. The executive offices of the Company are located
at Annapolis Office Plaza, 170 Jennifer Road, Suite 325, Annapolis, Maryland
21401.
 
                  THE DATE OF THIS PROSPECTUS IS JUNE 4, 1998
<PAGE>
    THE COMPANY INTENDS TO FURNISH ITS STOCKHOLDERS WITH ANNUAL REPORTS
CONTAINING FINANCIAL STATEMENTS AUDITED BY INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS AND TO MAKE AVAILABLE TO ITS STOCKHOLDERS QUARTERLY REPORTS
CONTAINING UNAUDITED SUMMARY FINANCIAL INFORMATION FOR EACH OF THE FIRST THREE
QUARTERS OF EACH FISCAL YEAR.
                            ------------------------
 
    THE COMPANY OWNS OR OTHERWISE HAS RIGHTS TO TRADEMARKS AND TRADE NAMES THAT
IT USES IN CONJUNCTION WITH THE SALE AND LICENSING OF ITS PRODUCTS. THE SAFARI
INFOTOOLS-TM- TRADEMARK MENTIONED IN THIS PROSPECTUS IS OWNED BY THE COMPANY.
ALL OTHER TRADEMARKS OR TRADE NAMES REFERRED TO IN THIS PROSPECTUS ARE THE
PROPERTY OF THEIR RESPECTIVE OWNERS.
<PAGE>
                               PROSPECTUS SUMMARY
 
    THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND THE FINANCIAL STATEMENTS AND
RELATED NOTES APPEARING ELSEWHERE IN THIS PROSPECTUS. SIMULTANEOUSLY WITH AND AS
A CONDITION TO THE CLOSING OF ITS INITIAL PUBLIC OFFERING OF COMMON STOCK ON
FEBRUARY 10, 1998 (THE "OFFERING"), CONDOR TECHNOLOGY SOLUTIONS, INC. ACQUIRED,
IN SEPARATE TRANSACTIONS (THE "MERGERS") IN EXCHANGE FOR CASH AND SHARES OF ITS
COMMON STOCK, PAR VALUE $.01 PER SHARE (THE "COMMON STOCK"), EIGHT INFORMATION
TECHNOLOGY ("IT") SERVICE COMPANIES (EACH, A "FOUNDING COMPANY" AND,
COLLECTIVELY, THE "FOUNDING COMPANIES"). UNLESS OTHERWISE INDICATED, ALL
REFERENCES TO THE "COMPANY" HEREIN INCLUDE CONDOR TECHNOLOGY SOLUTIONS, INC. AND
THE FOUNDING COMPANIES, AND REFERENCES HEREIN TO "CONDOR" MEAN CONDOR TECHNOLOGY
SOLUTIONS, INC. PRIOR TO THE CLOSING OF THE MERGERS. FOR MORE INFORMATION ABOUT
THE MERGERS, SEE "CERTAIN TRANSACTIONS."
 
    UNLESS OTHERWISE INDICATED, ALL SHARE, PER SHARE AND FINANCIAL INFORMATION
IN THIS PROSPECTUS HAS BEEN ADJUSTED TO GIVE EFFECT TO THE MERGERS AND
SUBSEQUENT ISSUANCES OF UNREGISTERED SHARES.
 
    THIS PROSPECTUS CONTAINS CERTAIN STATEMENTS OF A FORWARD-LOOKING NATURE
RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF THE COMPANY.
PROSPECTIVE INVESTORS ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY PREDICTIONS
AND THAT ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING SUCH
STATEMENTS, PROSPECTIVE INVESTORS SHOULD SPECIFICALLY CONSIDER THE VARIOUS
FACTORS IDENTIFIED IN THIS PROSPECTUS, INCLUDING THE MATTERS SET FORTH UNDER THE
CAPTION "RISK FACTORS," WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS. THE FOLLOWING SUMMARY
IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION AND THE FINANCIAL
STATEMENTS AND THE RELATED NOTES THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS.
 
                                  THE COMPANY
 
    Condor was established to create a leading provider of a wide range of IT
services and solutions to companies with revenues ranging from $50 million to $1
billion, divisions of larger companies and governmental entities (collectively,
'middle market organizations'). In order to become a single-source provider of
IT services and solutions to middle market organizations, Condor entered into
agreements (the "Merger Agreements") to acquire, simultaneously with and as a
condition to the closing of the Offering in February 1998, eight established IT
service providers. In February, 1998 the Company closed its offering of
6,785,000 shares of Common Stock (including 885,000 shares issued pursuant to
the exercise of the underwriters' over-allotment option) at $13.00 per share and
received net proceeds of $73.1 million. On February 10, 1998 simultaneous with
the closing of the Offering the Company purchased the Founding Companies for
total consideration of $78.4 million, including $47.1 million of cash, $1.3
million of debt assumed and 2,307,693 shares of Common Stock. The Founding
Companies are (i) Management Support Technology Corp. ("MST"); (ii) Computer
Hardware Maintenance Company, Inc. ("CHMC"); (iii) Federal Computer Corporation
("Federal"); (iv) Corporate Access, Inc. ("Corporate Access"); (v) Interactive
Software Systems Incorporated ("ISSI"); (vi) U.S. Communications, Inc.
("USComm"); (vii) InVenture Group, Inc. ("InVenture"); and (viii) MIS
Technologies, Inc. ("MIS"). The Founding Companies provide a single source for a
broad range of IT services, including strategic planning and management
consulting; strategic marketing communications; development, integration and
installation of IT systems; contract staffing and recruiting; training and
continuing education; desktop systems maintenance and support; and procurement.
The Founding Companies, on a pro forma combined basis, had revenues of
approximately $144.3 million for the year ended December 31, 1997 and $40.7
million for the three months ended March 31, 1998.
 
    The Company will focus on marketing its wide range of IT offerings to middle
market organizations, which the Company believes typically spend from $2 million
to $30 million annually on their IT needs. The IT service industry is highly
fragmented with a small number of large, national service providers and a large
number of small- and medium-sized service providers, usually only regional in
scope. Large IT service
 
                                       3
<PAGE>
providers typically address the IT needs of large organizations with substantial
requirements for a wide range of IT services, whereas smaller IT service firms
provide specialized services of limited scope. Consequently, due to their size
and budgets, middle market organizations most often rely on multiple,
specialized IT service providers to help implement and manage their systems. The
Company believes that a single-source IT service provider will enable middle
market organizations to reduce cost and management complexity of purchasing IT
services while increasing the quality and compatibility of IT solutions.
 
    The Company will seek to deliver its IT offerings to the financial services,
healthcare, technology and governmental markets. These markets are typically
characterized by (i) reliance on legacy systems; (ii) platform migration to
client/server architectures; (iii) changing competitive dynamics, such as
globalization and deregulation; and (iv) heavy dependency on database and
proprietary applications. The Company believes that middle market organizations
in these industry groups have been underserved by large IT vendors which, due to
their high cost structures, cannot address the requirements of the middle market
adequately. The Company intends to market its services through each of the sales
forces at the Founding Companies as well as through the Company's corporate
sales force. This approach will allow the Company to market its services
independently or in combination to provide a solution to a client's specific IT
needs.
 
    As part of its strategy, the Company intends to leverage its high-level
planning and strategic consulting services to foster long-term relationships
with clients and to implement technology strategies developed by the Company.
The Company also believes it should be able to increase its revenues from
existing clients by cross-selling its services and securing full-service
contracts with a larger group of potential clients which, in the past,
contracted for IT services from a number of smaller vendors. In addition, by
focusing on recruiting, training and retaining highly skilled IT professionals,
the Company believes that it can effectively respond to the shortage of and
significant competition for such professionals.
 
    Another key element of the Company's strategy is to expand its service
offerings and add new businesses in order to offer new and existing clients
access to a more complete range of services. To further accomplish its goal of
becoming a leading IT service firm, the Company also intends to acquire IT
service companies to strengthen its core competencies, to offer complementary
services and to facilitate its expansion into new geographic areas. The Company
will operate with a decentralized management structure to provide superior
client service and a motivating environment for its various subsidiaries.
 
                                  RISK FACTORS
 
    The Common Stock offered hereby involves a high degree of risk. See "Risk
Factors."
 
                                       4
<PAGE>
                             SUMMARY FINANCIAL DATA
 
    On February 10, 1998, the Company acquired the Founding Companies
concurrently with the consummation of the Offering. The following summary
financial data represent (i) the actual historical financial data for the
Company and (ii) pro forma combined statement of operations data for the Company
and the Founding Companies as if the Mergers and the Offering had occurred on
January 1, 1997. The summary pro forma combined financial data are not
necessarily indicative of the operating results or financial position that would
have been achieved had the events described been consummated during the periods
presented and should not be construed as representative of the future operating
results or financial position of the Company. See the Unaudited Pro Forma
Combined Financial Statements of the Company and the Founding Companies included
elsewhere in this Prospectus.
 
<TABLE>
<CAPTION>
                                                       HISTORICAL(1)
                                                       ------------         PRO FORMA COMBINED(2)
                                                                     ------------------------------------
                                                       THREE MONTHS
                                                       ENDED MARCH    YEAR ENDED        THREE MONTHS
                                                           31,       DECEMBER 31,     ENDED MARCH 31,
                                                       ------------  ------------  ----------------------
                                                           1998          1997         1997        1998
                                                       ------------  ------------  ----------  ----------
<S>                                                    <C>           <C>           <C>         <C>
                                                               (IN THOUSANDS, EXCEPT SHARE DATA)
STATEMENT OF OPERATIONS DATA:
  Revenues...........................................   $   25,663    $  144,277   $   33,926  $   40,704
  Gross profit.......................................        7,226        35,337        7,421      10,588
  Income (loss) from operations......................       (3,250)        9,654        2,126       2,674
  Net income (loss)..................................   $   (3,007)   $    6,011(3) $    1,218(3) $    1,625(3)
  Basic and dilutive net income (loss) per share.....        (0.42)   $     0.69   $     0.14  $     0.15
  Shares used in computing net income (loss) per
    share............................................    7,117,349(4)   8,684,067(5)  8,402,922(6) 10,971,822(7)
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                    MARCH 31, 1998
                                                                                                    ---------------
<S>                                                                                                 <C>
HISTORICAL BALANCE SHEET DATA (IN THOUSANDS)(1):
  Cash and cash equivalents.......................................................................     $  11,686
  Short-term investments..........................................................................        23,028
  Working capital.................................................................................        32,223
  Total assets....................................................................................       125,838
  Long-term debt, net of current maturities.......................................................           593
  Stockholders' equity............................................................................        93,614
</TABLE>
 
- ------------------------
(1) Represents the historical statement of operations data for the three months
    ended March 31, 1998 and the financial position as of March 31, 1998 for
    Condor, which includes the Founding Companies subsequent to their
    acquisition in February 1998. All pro forma transactions described in the
    pro forma information elsewhere in this Prospectus were consummated during
    the quarter ended March 31, 1998.
 
(2) The pro forma combined statement of operations data assume that the Mergers
    and the Offering were consummated on January 1, 1997.
 
(3) Assumes all income is subject to an effective corporate income tax rate of
    39% and the majority of the intangible amortization is not tax-deductible.
 
(4) Historical earnings per share have been calculated in accordance with
    Statement of Financial Accounting Standards ("SFAS") No. 128 "Earnings Per
    Share", which requires the Company to compute and present basic and diluted
    earnings per share. Diluted securities are excluded from the computation in
    periods which they have an anti-dilutive effect.
 
(5) Includes (i) 2,307,693 shares issued to the stockholders of the Founding
    Companies; (ii) 1,892,307 shares issued to founders, consultants and
    management of Condor; and (iii) 4,484,067 of the 6,785,000 shares sold in
    the Offering necessary to pay the cash portion of the Merger consideration,
    S Corporation distributions, underwriting discounts and commissions and
    expenses of the Offering.
 
(6) Includes (i) 2,307,693 shares issued to the stockholders of the Founding
    Companies; (ii) 1,611,162 shares issued to the founders, consultants and
    management of Condor; and (iii) 4,484,067 of the 6,785,000 shares sold in
    the Offering necessary to pay the cash portion of the Merger consideration,
    S Corporation distributions, underwriting discounts and commissions and
    expenses of the Offering.
 
(7) Includes (i) 2,307,693 shares issued to the stockholders of the Founding
    Companies; (ii) 1,879,129 shares (excluding 13,178 shares repurchased by the
    Company subsequent to the Mergers) issued to founders, consultants and
    management of Condor; and (iii) 6,785,000 shares sold in the Offering.
 
                                       5
<PAGE>
                                  RISK FACTORS
 
    IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING RISK
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY AND ITS
BUSINESS BEFORE PURCHASING THE SHARES OF COMMON STOCK OFFERED HEREBY.
 
    ABSENCE OF COMBINED OPERATING HISTORY; RISKS OF INTEGRATION. Condor was
founded in August 1996 to acquire the Founding Companies. Prior to the closing
of the Offering, the Founding Companies had been operating as separate
independent entities, and there can be no assurance that Condor will be able to
successfully integrate the operations of these businesses or institute the
necessary Company-wide systems and procedures to successfully manage the
combined enterprise on a profitable basis. The Company's management group has
been assembled only recently, and there can be no assurance that the management
group will be able to successfully manage the combined entity or effectively
implement the Company's internal growth strategy and acquisition program. In
this regard, the Company may need to add members to its management group, but
there is no assurance that the Company will be able to attract and retain such
additional members of management. The pro forma financial results of the Company
cover periods when the Founding Companies and Condor were not under common
control or management and, therefore, may not be indicative of the operating
results or financial position that would have been achieved had Condor and the
Founding Companies been under common control and management during the periods
covered by such pro forma financial results and may not be indicative of the
Company's future results of operations, financial position, cash flows and
business.
 
    A number of the Founding Companies offer different services, utilize
different capabilities and technologies and target different geographic markets
and client segments. These differences increase the risk inherent in
successfully completing such integration. Further, there can be no assurance
that the Company's strategy to establish a single-source provider of IT services
will be successful, or that the Company's targeted clients will accept the
Company as a provider of such services. In addition, there can be no assurance
that the operating results of the Company will match or exceed the combined
individual operating results achieved by the Founding Companies prior to the
Offering. The inability of the Company to successfully integrate the Founding
Companies would have a material adverse effect on the Company's results of
operations, financial position, cash flows and business.
 
    RISKS OF SUBSTANTIAL VARIABILITY IN QUARTERLY OPERATING RESULTS.  The
Company's revenues, gross profit, operating income and net income are likely to
vary in the future from quarter to quarter, perhaps substantially. Factors that
may affect this quarter-to-quarter variability include the short-term nature of
certain client commitments; patterns of IT spending by clients; loss of a major
client; seasonality that may accompany private or governmental sector budget
cycles; the timing, size and mix of services and products offered; the timing
and size of significant software sales; the timing and size of new projects; the
timing and magnitude of required capital expenditures; pricing changes in
response to various competitive factors; market factors affecting the
availability of qualified technical personnel; timing and client acceptance of
new services; changes in the trends affecting the outsourcing of IT services;
additional selling, general and administrative expenses to acquire and support
new business; increased levels of technological change in the industry; and
general economic conditions. The Company's operating results will be affected by
changes in technical personnel billing and utilization rates. Technical
personnel utilization rates may be adversely affected during periods of rapid
and concentrated hiring in anticipation of future revenues. Gross margin may
also be adversely affected if the Company is required to use contract personnel
rather than Company personnel to complete certain assignments. Operating results
may also be materially and adversely affected by the cost, timing and other
effects of acquisitions.
 
    In addition, most of the Company's project-based contracts are terminable by
the client with limited advance notice, typically not more than 60 days, and
without significant penalty (generally limited to fees earned and expenses
incurred by the Company through the date of termination). The cancellation or
significant reduction in the scope of a large project could have a material
adverse effect on the Company's results of operations, financial position, cash
flows and business. Although the Company's principal method of billing a project
is on a time and materials basis, the Company also occasionally undertakes
 
                                       6
<PAGE>
projects billed on a fixed-price basis. The cancellation of one or more
significant contracts or the failure of the Company to complete a fixed-bid
project within budget would expose the Company to risks associated with cost
overruns, which could have a material adverse effect on the Company's results of
operations, financial position, cash flows and business.
 
    DEPENDENCE ON AVAILABILITY, RECRUITMENT AND RETENTION OF TECHNICAL
PERSONNEL.  The Company depends upon its ability to attract, hire and retain
technical personnel who possess the skills and experience necessary to meet the
Company's own personnel needs and the staffing requirements of its clients.
Competition for individuals with proven technical skills is intense. In
addition, the IT industry in general experiences a high rate of attrition of
such personnel. The Company competes for such individuals with other systems
integrators, providers of outsourcing services, temporary personnel agencies,
computer systems consultants, clients and potential clients. Many large
competitors have recently announced extensive campaigns to hire additional
technical personnel. Competition for quality technical personnel has continued
to intensify, resulting in increased personnel costs for many IT service
providers. There can be no assurance the Company will be able to recruit or
retain the technical personnel necessary to execute its strategy. Failure to do
so would have a material adverse effect on the Company's results of operations,
financial position, cash flows and business.
 
    RISKS ASSOCIATED WITH THE COMPANY'S ACQUISITION STRATEGY.  The Company
intends to grow in part through the acquisition of additional IT service
companies. The market for acquisitions of IT service companies is highly
competitive. If competition intensifies, there may be fewer acquisition
opportunities available to the Company as well as higher prices required to
acquire companies. There can be no assurance that the Company will be able to
identify, acquire on terms favorable to the Company, profitably integrate and
manage additional IT service companies at all or without substantial costs,
delays or other operational or financial problems. Failure to acquire and
integrate such companies may adversely affect the Company's ability to bid
successfully on certain engagements and otherwise to grow its business. Client
dissatisfaction or performance problems at a single acquired company could have
an adverse effect on the reputation of the Company as a whole, resulting in
increased difficulty in marketing services or acquiring companies in the future.
Additionally, the Company must comply with various loan covenants in relation to
its credit facilities, including restrictions on the type, size and number of
acquisitions. If the Company fails to comply with these covenants, these
facilities may become unavailable to finance the Company's growth. In addition,
there can be no assurance that the Founding Companies or other IT service
companies acquired in the future will operate profitably. Acquisitions involve a
number of additional risks, including diversion of management's attention,
failure to retain key acquired clients or personnel, risks associated with
unanticipated events or liabilities and amortization of goodwill and acquired
intangible assets, some or all of which could have a material adverse effect on
the Company's results of operations, financial position, cash flows and
business.
 
    RISKS ASSOCIATED WITH THE MANAGEMENT OF GROWTH.  The Company has begun to
and expects to continue to expend significant time and effort to attempt to
expand its existing businesses and to acquire additional IT service companies.
There can be no assurance that the Company's systems, procedures, controls and
management resources will be adequate to support the Company's future
operations. Any future growth also will impose significant added
responsibilities on members of senior management, including the need to
identify, recruit and integrate new senior-level managers and executives. There
can be no assurance that such additional management will be identified and
retained by the Company. To the extent that the Company is unable to manage its
growth efficiently and effectively, or is unable to attract and retain
additional qualified management, the Company's results of operations, financial
position, cash flows and business could be materially and adversely affected.
 
    PROJECT RISKS.  The nature of the Company's engagements exposes the Company
to a variety of risks. Many of the Company's engagements involve projects that
are critical to the operations of its clients' businesses. The Company's failure
or inability to meet a client's expectations in the performance of its services
or to do so in the timeframe required by such client could result in a claim for
substantial damages against the Company, regardless of the Company's
responsibility for such failure. Service providers, such as
 
                                       7
<PAGE>
the Company, are in the business of employing people and placing them in the
workplace of other businesses. Therefore, the Company is also exposed to
liability with respect to actions taken by its employees while on assignment,
such as damages caused by employee errors and omissions, misuse of client
proprietary information, misappropriation of funds, discrimination and
harassment, theft of client property, other criminal activity or torts and other
claims. Although the Company maintains general liability insurance coverage,
there can be no assurance that such coverage will be available on reasonable
terms or in sufficient amounts to cover one or more large claims, or that the
insurer will not disclaim coverage as to any future claim. The successful
assertion of one or more large claims against the Company that exceed available
insurance coverage or changes in the Company's insurance policies, including
premium increases or the imposition of large deductible or co-insurance
requirements, could have a material adverse effect on the Company's results of
operations, financial position, cash flows and business.
 
    COMPETITION.  The market for the Company's services is highly competitive.
The Company's competitors vary in size and in the scope of the products and
services that they offer. Primary competitors generally include consulting and
systems integrators, "Big Six" accounting firms, applications development firms,
service groups of computer equipment companies, general management consulting
firms, programming companies, temporary staffing firms and other IT service
providers. Traditionally, the largest service providers have principally focused
on providing full-service solutions to international Fortune 500 companies. An
emerging group of service companies, including Cambridge Technology Partners,
Perot Systems Corporation, Renaissance--Registry and Technology Solutions Corp.,
is exploring opportunities in broader markets.
 
    There are relatively low barriers to entry into the Company's markets, and
the Company expects to face competition from established and emerging companies.
Increased competition may result in greater pricing pressure, which could
adversely affect the Company's gross margins. In addition, many of the Company's
competitors have greater financial, development, technical, marketing and sales
resources than the Company. As a result, the Company's competitors may be able
to adapt more quickly to new or emerging technologies and to changes in client
requirements or to devote greater resources than the Company to the development,
promotion, sale and support of IT products and services. In addition, there is a
risk that clients may elect to increase their internal IT resources to satisfy
their IT solutions needs. The Company also intends to enter new markets and
offer new services, and expects to face intense competition from existing and
new competitors, particularly since barriers of entry in the IT service industry
are relatively low. There can be no assurance that the Company will continue to
provide IT services and products demanded by the market or be able to compete
successfully with existing or new competitors. An inability to compete in its
market effectively would have a material adverse effect on the Company's results
of operations, financial position, cash flows and business.
 
    DEPENDENCE ON CONTINUED AUTHORIZATION TO RESELL AND PROVIDE
MANUFACTURER-AUTHORIZED SERVICES.  The Company's future success with IT services
and product sales depends in part on its continued authorization as a service
provider and its continued status as a certified reseller of certain hardware
and software products. Without such sales and service authorizations, the
Company would be unable to provide the range of services and products currently
offered by the Company. In general, the agreements between the Company and such
manufacturers include termination provisions, some of which are immediate. There
can be no assurance that such manufacturers will continue to authorize the
Company as an approved reseller or service provider, and the loss of one or more
of such authorizations could have a material adverse effect on the Company's
results of operations, financial position, cash flows and business.
 
    DEPENDENCE ON SUPPLIERS.  Although the Company has not experienced
significant problems with its suppliers of hardware, software and peripherals,
there can be no assurance that such relationships will continue or that, in the
event of a termination of its relationships with any given supplier, it would be
able to obtain alternative sources of supply without a material disruption in
the Company's ability to provide products and services to its clients.
Furthermore, as is typical in the industry, the Company receives credits or
allowances from many manufacturers for market development which are used to
offset a portion of the Company's cost of products sold. Changes in the
availability, structure or timing of these credits or
 
                                       8
<PAGE>
allowances or any material disruption in the Company's supply of products could
have a material adverse effect on the Company's results of operations, financial
position, cash flows and business.
 
    RAPID TECHNOLOGICAL CHANGE; DEPENDENCE ON NEW SOLUTIONS.  The IT service
industry is characterized by rapid technological change, evolving industry
standards, changing client preferences and new product and service
introductions. The Company's success will depend in part on its ability to
develop IT solutions that keep pace with continuing changes in the IT service
industry. There can be no assurance that the Company will be successful in
adequately addressing these developments on a timely basis or that, if these
developments are addressed, the Company will be successful in the marketplace.
In addition, there can be no assurance that products or technologies developed
by others will not render the Company's services non-competitive or obsolete.
The Company's failure to address these developments could have a material
adverse effect on the Company's results of operations, financial position, cash
flows and business.
 
    NEED FOR ADDITIONAL FINANCING.  The Company intends to finance future
acquisitions and contingent purchase prices for the acquisition of the Founding
Companies in part by using shares of its Common Stock. In the event that its
Common Stock does not maintain a sufficient market value, or potential
acquisition candidates are otherwise unwilling to accept Common Stock as part of
the consideration for the sale of their businesses, the Company may be required
to utilize more of its cash resources, if available, in order to pursue its
acquisition program and to pay the contingent purchase prices for the
acquisition of the Founding Companies. If the Company does not have sufficient
cash resources, its growth could be limited unless it is able to obtain
additional capital through debt or equity financings. The Company has obtained a
$35.0 million revolving credit facility (the "Revolver") from a major commercial
bank and a $13 million floor planning facility (this facility is secured by a $6
million letter of credit issued under the Revolver and certain working capital
of the desktop services division) from a separate bank to support the working
capital needs of the companies in its desktop services division. The Company
must comply with various loan covenants including (i) maintenance of certain
financial ratios, (ii) restrictions on additional indebtedness; (iii)
restrictions on liens, guarantees, advances and dividends; and (iv) restrictions
on the type, size and number of acquisitions. If the Company fails to comply
with these covenants, these facilities may become unavailable to finance the
Company's growth. There can be no assurance that the Revolver will provide the
Company with all of the financing that it will need or that additional financing
will be available on terms it deems acceptable. If the Company's financial
resources are inadequate to support its acquisition activities, the Company's
future results of operations, financial position, cash flows and business could
be materially and adversely affected.
 
    DEPENDENCE ON KEY PERSONNEL.  The Company's operations are dependent on the
continued efforts of its executive officers and the senior management of the
Founding Companies, in particular Kennard F. Hill and Daniel J. Roche.
Furthermore, the Company will likely be dependent on the senior management of
any businesses acquired in the future. If any of these persons becomes unable to
continue in his or her role with the Company, or if the Company is unable to
attract and retain other qualified employees, the Company's results of
operations, financial position, cash flows and business could be adversely
affected. Although each of the executive officers of the Company and individual
Founding Companies has entered into an employment agreement with the Company or
a Founding Company, which includes confidentiality and non-compete provisions,
there can be no assurance that any individual will continue in his or her
present capacity with the Company or such Founding Company for any particular
period of time. The Company does not presently maintain key person life
insurance on any of its executive officers.
 
    RISKS OF FEDERAL GOVERNMENT BUSINESS AND CONTRACTING.  Approximately 25% of
the Company's pro forma combined revenues for the year ended December 31, 1997
and the three months ended March 31, 1998 was derived from business with the
federal government. Changes in the federal budget could have an adverse effect
on the availability and timing of government funding for IT programs. The
Company's federal government contracts can generally be canceled, delayed or
modified at the sole option of the government. The Company believes that any
future federal government contracts will be structured similarly. In addition,
under the terms of future federal government contracts, if any, the federal
government may be in a position to obtain greater rights with respect to the
Company's intellectual
 
                                       9
<PAGE>
property than the Company would grant to other entities. As a result of engaging
in the federal government contracting business, the Company has been and will be
subject to audits, and may be subject to investigation, by governmental
entities. The failure by the Company to comply with the terms of any of its
government contracts could result in substantial civil and criminal fines and
penalties or the Company's suspension or debarment from future government
contracts for a significant period of time. The fines and penalties that could
result from noncompliance with appropriate standards and regulations, or the
Company's suspension or debarment, could have a material adverse effect on the
Company's results of operations, financial position, cash flows and business.
 
    INTELLECTUAL PROPERTY RIGHTS.  The Company derives a portion of its net
revenues from the licensing to third parties of software that it owns. The
Company relies upon a combination of nondisclosure and other contractual
arrangements and trade secret, copyright and trademark laws to protect its
proprietary rights in its software. The Company typically enters into
confidentiality agreements with its employees and limits distribution of
proprietary information. The Company's standard licensing agreement contains
nondisclosure provisions. There can be no assurance that the steps taken by the
Company in this regard will be adequate to deter misappropriation of its
software or that the Company will be able to detect unauthorized use and take
appropriate steps to enforce its intellectual property rights.
 
    AMORTIZATION CHARGES.  The Company incurs significant amortization charges
resulting from the consideration paid in excess of the fair value of the net
assets ("goodwill") of the companies acquired in business combinations accounted
for under the purchase method of accounting. The Company is required to amortize
the goodwill from acquisitions accounted for under the purchase method over a
period of time, with the amount amortized in a particular period constituting an
expense that reduces the Company's net income for that period. The majority of
the amount amortized, however, will not give rise to a deduction for tax
purposes. The Company recorded approximately $58.0 million of goodwill and other
intangibles in connection with the acquisition of the Founding Companies, $2.8
million of which will be amortized during the Company's fiscal year ended
December 31, 1998. See Notes 2 and 3 of the Unaudited Pro Forma Combined
Financial Statements of the Company and the Founding Companies included
elsewhere in this Prospectus. If the Company makes additional acquisitions, the
Company's amortization charges, however, could be substantially greater than the
amount of amortization charges currently expected to be incurred by it. A
reduction in net income resulting from amortization charges may have a material
and adverse impact on the market price of the Company's Common Stock.
 
    POTENTIAL EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE ON PRICE OF COMMON
STOCK.  The market price of the Common Stock may be adversely affected by the
sale, or availability for sale, of substantial amounts of the Common Stock in
the public market. The 6,785,000 shares sold in the Offering (including through
the exercise of the Underwriters' over-allotment option) are freely tradable
unless held by affiliates of the Company. The holders of Common Stock who did
not purchase shares in the Offering own 4,196,422 shares of Common Stock
(excluding 13,178 shares repurchased by the Company subsequent to the Mergers),
consisting of (i) the stockholders of the subsidiaries of the Company, who
received, in the aggregate, 2,317,293 shares of Common Stock as a portion of the
consideration for the sale of their businesses to Condor; and (ii) founders,
consultants and management of Condor, who own 1,879,129 shares of Common Stock
(excluding 13,178 shares repurchased by the Company subsequent to the Mergers).
These shares have not been registered under the Securities Act and, therefore,
may not be sold unless registered under the Securities Act or sold pursuant to
an exemption from registration, such as the exemption provided by Rule 144.
Certain of the Company's executive officers, directors and existing stockholders
owning in the aggregate 1,801,744 shares of Common Stock have agreed not to
offer, sell, contract to sell, make any short sale or otherwise dispose of any
shares of Common Stock, options to acquire shares of Common Stock or securities
convertible into or exchangeable for, or any rights to purchase or acquire,
shares of Common Stock during the one-year period ending February 4, 1999,
without the prior written consent of Volpe Brown Whelan & Company, LLC. The
Company also has agreed not to offer, sell, contract to sell or otherwise
dispose of any shares of Common Stock or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, any shares of Common
Stock
 
                                       10
<PAGE>
during the one-year period ending February 4, 1999, without the prior written
consent of Volpe Brown Whelan & Company, LLC, except for the granting of options
pursuant to its 1997 Long-Term Incentive Plan or the issuance of shares of
Common Stock upon the exercise of outstanding options or in connection with
acquisitions. Volpe Brown Whelan & Company, LLC, in its discretion, may waive
the foregoing restrictions in whole or in part, with or without a public
announcement of such action. The Company has provided piggyback registration
rights with respect to the Common Stock issued to the Founding Companies and
existing Company stockholders. The shares of Common Stock offered by this
Prospectus generally will be freely tradable after issuance, unless the resale
thereof is contractually restricted or unless the holders thereof are subject to
the restrictions on resale provided in Rule 145 under the Securities Act. The
piggyback registration rights described above will not apply to this
Registration Statement.
 
    POSSIBLE VOLATILITY OF STOCK PRICE.  The market price of the Common Stock
may be subject to significant fluctuations in response to numerous factors,
including variations in the annual or quarterly financial results of the Company
or its competitors, timing of announcements of acquisitions by the Company or
its competitors, changes by financial research analysts in their recommendations
or estimates of the earnings of the Company, conditions in the economy in
general or in the IT service sectors in particular, announcements of
technological innovations or new products or services by the Company or its
competitors, proprietary rights development, unfavorable publicity or changes in
applicable laws and regulations (or judicial or administrative interpretations
thereof) affecting the Company or IT service sectors. Moreover, from time to
time, the stock market experiences significant price and volume volatility that
may affect the market price of the Common Stock for reasons unrelated to the
Company's performance.
 
    ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER AND BY-LAW PROVISIONS.  The
Company's Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") authorizes the Board of Directors of the Company to issue
preferred stock in one or more series without stockholder action. The existence
of this "blank-check" preferred stock could render more difficult or discourage
an attempt to obtain control of the Company by means of a tender offer, merger,
proxy contest or otherwise. In addition, the Certificate of Incorporation
provides for a classified Board of Directors, which may also have the effect of
inhibiting or delaying a change in control of the Company. Certain provisions of
the Delaware General Corporation Law may also discourage takeover attempts that
have not been approved by the Board of Directors. The Company's By-Laws contain
other provisions that may have an anti-takeover effect.
 
    ABSENCE OF DIVIDENDS.  The Company intends to retain future net income, if
any, to fund internal growth and to help fund future acquisitions and,
therefore, does not anticipate paying any dividends on its Common Stock in the
foreseeable future. In addition, the Revolver includes restrictions on the
ability of the Company to pay dividends without the consent of the lender.
 
    RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS.  This Prospectus contains
certain forward-looking statements, such as the Company's or management's
intentions, hopes, beliefs, expectations, strategies, predictions or any other
variation thereof or comparable phraseology of the Company's future activities
or other future events or conditions within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended, which are intended to be covered by the safe harbors created thereby.
Investors are cautioned that all forward-looking statements involve risks and
uncertainty, including, without limitation, the sufficiency of the Company's
working capital and the ability of the Company to realize benefits from
consolidating certain general and administrative functions, to pursue strategic
acquisitions and alliances, to retain management and to implement its focused
business strategy to leverage consulting services, secure full-service
contracts, expand client relationships, successfully recruit, train and retain
personnel, expand services and geographic reach and successfully defend itself
in ongoing and future litigation. Although the Company believes that the
assumptions underlying the forward-looking statements contained herein are
reasonable, any of the assumptions could be inaccurate, and, therefore, there
can be no assurance that the forward-looking statements included in this
Prospectus will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be achieved.
 
                                       11
<PAGE>
                                  THE COMPANY
 
    The Company was established to create a leading provider of a wide range of
IT services and solutions to middle market organizations. In order to become a
single-source provider of IT services and solutions to middle market
organizations, Condor acquired, simultaneously with and as a condition to the
closing of the Offering, the eight established IT service providers described
below. The Founding Companies are wholly-owned subsidiaries of the Company.
These businesses provide a single source for a broad range of IT services,
including strategic planning and management consulting; strategic marketing
communications; development, integration and installation of IT systems;
contract staffing and recruiting; training and continuing education; desktop
systems maintenance and support; and procurement. The Company believes the
breadth of IT services provided by these eight businesses should result in
cross-selling opportunities and synergies, foster long-term client relationships
with middle market organizations and minimize the Company's dependence on any
single technology or product offering. The Founding Companies, on a pro forma
combined basis, had revenues of approximately $144.3 million for the year ended
December 31, 1997, and $40.7 million for the three months ended March 31, 1998.
 
    MANAGEMENT SUPPORT TECHNOLOGY CORP.--MST, a Delaware corporation founded in
1992, provides strategic IT management consulting, systems integration and
project management services to major U.S., European and Asia-Pacific companies
and governmental agencies. By combining corporate strategy and IT, MST helps
organizations improve their productivity and competitive position. Among the
services offered by MST are IT needs analysis, technology infra-structure
design, business process reengineering, design of strategic IT initiatives in
mission critical business processes, requirements assessment for executive
information system and decision support applications and Year 2000 renovation.
Major clients include CIGNA Property & Casualty, Reinsurance Solutions
International, L.L.C., Hughes Aircraft and the U.S. Department of Treasury. MST
had revenues of approximately $7.7 million for the year ended December 31, 1997.
MST had 24 employees as of December 31, 1997 and is headquartered in Framingham,
Massachusetts, with an additional office in Seal Beach, California.
 
    COMPUTER HARDWARE MAINTENANCE COMPANY, INC.--CHMC, a Pennsylvania
corporation founded in 1972, provides tailored, value-added computer technology
products and services to Fortune 1000 companies, educational institutions and
governmental agencies. CHMC's IT solutions include network design and support,
desktop systems and support, customized help-desk applications and support,
migration consulting and support services, project management services and asset
management services. CHMC maintains business alliances with original equipment
manufacturers ("OEMs") such as Microsoft, Novell, Inc. and IBM. Major clients
include Mack Truck and Aetna/U.S. Healthcare. CHMC had revenues of approximately
$44.7 million and $44.1 million for its year ended February 28, 1997 and for the
eleven months ended January 31, 1998, respectively. CHMC had 235 employees as of
December 31, 1997 and is headquartered in Langhorne, Pennsylvania, with a sales
and support network throughout the mid-Atlantic region.
 
    FEDERAL COMPUTER CORPORATION--Federal, a Virginia corporation founded in
1982, provides computer products and services to governmental and commercial
entities. Federal provides IT services such as systems integration,
implementation and support services, including network design and installation;
system upgrades and enhancements; hardware and software maintenance; on-site
technical support; and relocation services. Federal maintains business alliances
with OEMs such as IBM and Hitachi. Significant clients include the U.S. Customs
Service, the U.S. Department of Justice, the U.S. Postal Service and the U.S.
Social Security Administration. Federal had revenues of approximately $34.1
million and $18.3 million for its year ended October 31, 1997 and for the three
months ended January 31, 1998, respectively. Federal had 39 employees as of
December 31, 1997 and is headquartered in Falls Church, Virginia.
 
    CORPORATE ACCESS, INC.--Corporate Access, a Massachusetts corporation
founded in 1986, offers hardware, software and peripheral products, along with
related configuration and installation services, to commercial clients and
governmental entities in the Greater Boston metropolitan area. Corporate Access
 
                                       12
<PAGE>
provides other IT services including network installation and services, system
management and custom applications development. Major clients include
PictureTel, Rockwell Collins and Hewlett-Packard. Corporate Access had revenues
of approximately $17.5 million and $11.3 million for its year ended June 30,
1997 and for the seven months ended January 31, 1998, respectively. Corporate
Access had 26 employees as of December 31, 1997 and is headquartered in Andover,
Massachusetts.
 
    INTERACTIVE SOFTWARE SYSTEMS INCORPORATED--ISSI, a Colorado corporation
founded in 1979, develops end-user software solutions and tools for information
access, data management and report writing. ISSI's software products enable
users to manage information across virtually all types of databases (relational,
legacy and application-proprietary), computing platforms and operating systems
in a three-tiered, client/ server environment. ISSI offers a comprehensive
software solution through its Safari InfoTools suite that equips users with
complete, efficient access to any combination of data sources. ISSI is expanding
this product line by developing object visualization tools for the next
generation of applications. Major clients include Baan, Computer Associates,
AMD, Boeing, Motorola, Pentastar, Citibank, Hughes and USDA. ISSI's products and
services have been provided to approximately 2,000 customers in 23 countries,
representing approximately 150,000 end-users. ISSI had revenues of approximately
$12.3 million for the year ended December 31, 1997. ISSI had 99 employees as of
December 31, 1997 and is headquartered in Denver, Colorado, with offices in
California, Massachusetts, The Netherlands and Germany.
 
    U.S. COMMUNICATIONS, INC.--USComm, a Maryland corporation founded in 1994,
provides a broad range of IT training solutions and is a value-added reseller of
hardware and software products and services to mid-size companies and
governmental entities. USComm's training solutions include technical and
applications software training and Internet-based training programs. USComm's
training facility in Annapolis, Maryland is a Microsoft Authorized Technical
Education Center focused on Microsoft NT certification courses. Major clients
include the City of Baltimore, Maryland Environmental Services and Nationwide
Insurance. USComm had revenues of approximately $8.3 million for the year ended
December 31, 1997. USComm had 18 employees as of December 31, 1997 and is
headquartered in Annapolis, Maryland.
 
    INVENTURE GROUP, INC.--InVenture, a Pennsylvania corporation founded in
1993, is a strategic marketing communications company that creates integrated
business plans, marketing strategies and brand development and promotion
strategies for IT service providers and resellers of IT products, as well as for
companies in other industries. InVenture's services also include Internet and
intranet development, direct mail and advertising and the creation of client
relationship programs. Major clients include XLSource, CIC Systems, Cisco, IBM
Software Spectrum, Boise Technology and MicroAge. InVenture had revenues of
approximately $3.4 million for the year ended December 31, 1997. InVenture had
25 employees as of December 31, 1997 and is headquartered in Pittsburgh,
Pennsylvania.
 
    MIS TECHNOLOGIES, INC.--MIS, an Oklahoma corporation founded in 1984, is a
recruiter of highly skilled IT consultants and professionals on both a permanent
and contract staffing basis. MIS uses a national database of approximately
15,000 IT consultants and professionals and works with clients to assess their
management information systems and staffing needs. Major clients include IBM
Global Solutions, Express Services and Hertz. MIS had revenues of approximately
$4.3 million for the year ended December 31, 1997. MIS had 64 employees as of
December 31, 1997, is headquartered in Tulsa, Oklahoma and has six branches in
the mid- and southwestern United States.
 
    The aggregate consideration paid by Condor to acquire the Founding Companies
was approximately $78.4 million, consisting of approximately $47.1 million in
cash, 2,307,693 shares of Common Stock and the assumption of approximately $1.3
million in outstanding indebtedness of the Founding Companies. In addition,
pursuant to earn-out arrangements with six of the Founding Companies, an
aggregate of 2,666,410 additional shares may be issued (based upon a stock price
of $13.00 per share at the time of such issuance; such number of shares will
increase or decrease to the extent that the fair market value of the Common
Stock at the time of issuance of such additional shares differs from $13.00 per
share), and approximately $16.7 million additional cash consideration may be
paid to stockholders of such Founding
 
                                       13
<PAGE>
Companies if such companies achieve specific earnings thresholds in specified
periods following the closing of the Mergers.
 
    For additional information regarding the employment agreement entered into
by the Company with one of the executive officers of the Founding Companies, see
"Management--Employment Agreements; Covenants-Not-To-Compete." For a further
description of the transactions pursuant to which these businesses were
acquired, see "Certain Transactions--Organization of the Company."
 
    Condor Technology Solutions, Inc. is a Delaware corporation. Its executive
offices are located at Annapolis Office Plaza, 170 Jennifer Road, Suite 325,
Annapolis, Maryland 21401, and the Company's telephone number at that address is
(410) 266-8700.
 
                          PRICE RANGE OF COMMON STOCK
 
    The Company's Common Stock has traded on the Nasdaq National Market since
February 5, 1998. On May 28, 1998, the last sale price of the Common Stock was
$14.625 per share, as published in THE WALL STREET JOURNAL on May 29, 1998. At
May 27, 1998, there were approximately 67 stockholders of record of the Common
Stock. The following table sets forth the range of high and low sale prices for
the Common Stock for the period from February 5, 1998, the date of commencement
of the Offering, through March 31, 1998.
 
<TABLE>
<CAPTION>
                                                                                                   HIGH        LOW
                                                                                                 ---------  ---------
<S>                                                                                              <C>        <C>
February 5, 1998 through March 31, 1998........................................................      16.38  $   13.00(1)
</TABLE>
 
- ------------------------
 
(1) Represents the initial public offering price.
 
                                DIVIDEND POLICY
 
    The Company intends to retain all of its earnings, if any, to finance the
expansion of its business and for general corporate purposes, including future
acquisitions, and does not anticipate paying any cash dividends on its Common
Stock for the foreseeable future. In addition, the Revolver includes
restrictions on the ability of the Company to pay dividends without the consent
of the lender.
 
                                       14
<PAGE>
                            SELECTED FINANCIAL DATA
 
    On February 10, 1998, the Company acquired the Founding Companies
concurrently with the consummation of the Offering. The following selected
financial data represent (i) the actual historical financial data for the
Company and (ii) pro forma combined statement of operations data for the Company
and the Founding Companies as if the Mergers and the Offering had occurred on
January 1, 1997. The summary pro forma combined financial data are not
necessarily indicative of the operating results or financial position that would
have been achieved had the events described been consummated during the periods
presented and should not be construed as representative of the future operating
results or financial position of the Company. See the Unaudited Pro Forma
Combined Financial Statements of the Company and the Founding Companies included
elsewhere in this Prospectus.
 
<TABLE>
<CAPTION>
                                                                          PRO FORMA COMBINED(2)
                                                                   ------------------------------------
                                                   HISTORICAL(1)
                                                   --------------   YEAR ENDED        THREE MONTHS
                                                    THREE MONTHS   DECEMBER 31,     ENDED MARCH 31,
                                                       ENDED       ------------  ----------------------
                                                   MARCH 31, 1998      1997         1997        1998
                                                   --------------  ------------  ----------  ----------
<S>                                                <C>             <C>           <C>         <C>
                                                      (IN THOUSANDS, EXCEPT SHARE DATA)
  STATEMENT OF OPERATIONS DATA:
  Revenues.......................................    $   25,663     $  144,277   $   33,926  $   40,704
  Gross profit...................................         7,226         35,337        7,421      10,588
  Income (loss) from operations..................        (3,250)         9,654        2,126       2,674
  Net income (loss)..............................    $   (3,007)    $    6,011(3) $    1,218(3) $    1,625(3)
  Basic and dilutive net income (loss) per
    share........................................    $    (0.42)    $     0.69   $     0.14  $     0.15
  Shares used in computing net income (loss) per
    share........................................     7,117,349(4)   8,684,067(5)  8,402,922(6) 10,971,822(7)
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                    MARCH 31, 1998
                                                                                                    ---------------
<S>                                                                                                 <C>
HISTORICAL BALANCE SHEET DATA (IN THOUSANDS)(1):
  Cash and cash equivalents.......................................................................     $  11,686
  Short-term investments..........................................................................        23,028
  Working capital.................................................................................        32,223
  Total assets....................................................................................       125,838
  Long-term debt, net of current maturities.......................................................           593
  Stockholders' equity............................................................................        93,614
</TABLE>
 
- ------------------------
 
(1) Represents the historical statement of operations data for the three months
    ended March 31, 1998 and the financial position as of March 31, 1998 for
    Condor; which includes the Founding Companies subsequent to their
    acquisition in February, 1998. All pro forma transactions described in the
    pro forma information elsewhere in this Prospectus were consumated during
    the quarter ended March 31, 1998.
 
(2) The pro forma combined statement of operations data assume that the Mergers
    and the Offering were consummated on January 1, 1997.
 
(3) Assumes all income is subject to an effective corporate income tax rate of
    39% and the majority of the intangible amortization is not tax-deductible.
 
(4) Historical earnings per share have been calculated in accordance with
    Statement of Financial Accounting Standards ("SFAS") No. 128 "Earnings Per
    Share", which requires the Company to compute and present basic and diluted
    earnings per share. Dilutive securities are excluded from the computation in
    periods which they have an anti-dilutive effect.
 
(5) Includes (i) 2,307,693 shares issued to the stockholders of the Founding
    Companies; (ii) 1,892,307 shares issued to founders, consultants and
    management of Condor; and (iii) 4,484,067 of the 6,785,000 shares sold in
    the Offering necessary to pay the cash portion of the Merger consideration,
    S Corporation distributions, underwriting discounts and commissions and
    expenses of the Offering.
 
(6) Includes (i) 2,307,693 shares issued to the Stockholders of the Founding
    Companies; (ii) 1,611,162 shares issued to the founders, consultants and
    management of Condor; and (iii) 4,484,067 of the 6,785,000 shares sold in
    the Offering necessary to pay the cash portion of the Merger consideration,
    S Corporation distributions, underwriting discounts and commissions and
    expenses of the Offering.
 
(7) Includes (i) 2,307,693 shares issued to the stockholders of the Founding
    Companies; (ii) 1,879,129 shares (excluding 13,178 shares repurchased by the
    Company subsequent to the Mergers) issued to founders, consultants and
    management of Condor; and (iii) 6,785,000 shares sold in the Offering.
 
                                       15
<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
 
    The following discussion should be read in conjunction with the financial
statements of each of the Founding Companies and the related notes thereto and
"Selected Financial Data" appearing elsewhere in this Prospectus. A number of
statements in this Prospectus address activities, events or developments which
the Company anticipates may occur in the future, including such matters as the
Company's strategy for internal growth, additional capital expenditures
(including the amount and nature thereof), acquisitions of assets and
businesses, industry trends and other such matters. These statements are based
on certain assumptions and analyses made by the Company in light of its
perception of historical trends, current business and economic conditions and
expected future developments, as well as other factors the Company believes are
reasonable or appropriate. However, whether actual results and developments will
conform with the Company's expectations and predictions is subject to a number
of risks and uncertainties, including those set forth in "Risk Factors;" general
economic, market or business conditions; the business opportunities (or lack
thereof) that may be presented to and pursued by the Company; changes in laws or
regulations; and other factors, many of which are beyond the control of the
Company. Consequently, there can be no assurance that the actual results or
developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on the Company or its business or operations.
 
INTRODUCTION
 
    Condor was established to create a leading provider of a wide range of IT
services and solutions to middle market organizations. The Company provides a
single source for a broad range of IT services, including strategic planning and
management consulting; strategic marketing communications; development,
integration and installation of IT systems; contract staffing and recruiting;
training and continuing education; desktop systems maintenance and support; and
procurement. Condor was formed in August 1996 and conducted no operations prior
to the Offering.
 
    The Company earns revenues from the provision of consulting services, system
services and desktop services. Historically, the Company has generated a
significant portion of its revenues through the resale of third-party hardware
and software as part of its desktop services. The Company's management believes,
however, that consulting and system services should generate an increasing
percentage of its revenues. Revenues from certain desktop services, such as the
procurement and provision of computer hardware and software, are recognized upon
shipment or acceptance of the equipment. The Company recognizes consulting and
system service revenues using formulas based on time and materials, whereby
revenues are recognized as costs are incurred at agreed-upon billing rates. In
certain instances, the Company undertakes projects billed on a fixed-price
basis, whereby revenues are recognized ratably over the term of the contract. To
date, the use of fixed-price contracts for consulting engagements has not been
significant. Revenues on long-term service contracts are recognized ratably over
the term of the contract. Revenues from license fees are generated from sales to
both end-users and resellers and are recognized when a non-cancelable license
agreement has been signed, the product has been delivered, collection is
probable and all significant obligations relating to the license have been
satisfied. There are no significant post-sales support obligations related to
the Founding Companies' revenues. Advance payments on certain service contracts
are recorded as deferred revenues and are recognized ratably, together with the
related costs and expenses, over the life of the contract.
 
    Cost of revenues includes purchases of services and material directly
related to the revenues, inventory adjustments, costs of acquisition of hardware
and software resold to clients, subcontracted labor or other outside services,
direct labor and benefits and other direct costs associated with revenues, as
well as an allocation of certain indirect costs.
 
                                       16
<PAGE>
    Selling, general and administrative costs include salaries, benefits,
commissions payable to the Company's sales personnel, marketing and advertising
expenses and administrative costs. The Company expects to incur additional
selling, general and administrative expenses, reflecting the costs of being a
public company, increased marketing activities and costs associated with the
Company's acquisition program. The Company expects that such additional selling,
general and administrative expenses will relate primarily to salaries and
benefits payable to senior management. Additionally, the incremental expenses
are expected to include travel, fees for professional services, including audit
and legal fees, and expenses related to the Company's Board of Directors. Such
incremental expenses are expected to be offset, however, by reductions in
operating expenses primarily as the result of a consolidation of purchasing
relationships among the Founding Companies and from savings realized by
combining insurance, treasury, legal and risk management functions.
 
    The Founding Companies have been managed throughout the periods presented as
independent private companies and, as such, their results of operations reflect
different corporate and tax structures (S corporations and C corporations) which
have influenced, among other things, their historical levels of owners'
compensation. The owners and key employees of the Founding Companies have agreed
to certain reductions in their salaries, bonuses and benefits in connection with
the organization of the Company (the "Compensation Differentials"). The
Compensation Differentials for 1997 and the first quarter of 1998 were $5.9
million and $4.2 million, respectively, and have been reflected as pro forma
adjustments in the Unaudited Pro Forma Combined Statements of Operations of the
Company and the Founding Companies. The Unaudited Pro Forma Combined Statements
of Operations include a provision for income tax as if the Company were taxed as
a C corporation.
 
    The Company anticipates that it will realize savings from (i) greater volume
discounts from suppliers; (ii) consolidation of insurance programs and treasury
functions; and (iii) other general and administrative areas, such as training
and advertising. This integration process may also present opportunities to
reduce costs through the elimination of duplicative functions and through
economies of scale, but may necessitate additional costs and expenditures for
corporate management and administration, corporate expenses related to being a
public company, systems integration and facilities expansion. These various
costs and possible cost savings may make historical operating results not
comparable to, or indicative of, future performance. Accordingly, neither the
anticipated savings nor the anticipated costs have been included in the
unaudited pro forma financial data presented herein. There can be no assurance,
however, that the Company will achieve any cost savings.
 
    In July 1996, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 97 ("SAB 97") relating to business combinations immediately prior
to an initial public offering. SAB 97 requires that these combinations be
accounted for using the purchase method of acquisition accounting. Condor has
been identified as the "accounting acquiror" for financial statement
presentation purposes. The excess of the fair value of the consideration
received in the Mergers over the fair value of the net assets acquired totals
approximately $58.0 million and is recorded as goodwill on the Company's balance
sheet. Goodwill will be amortized as a non-cash charge to the income statement
over a period ranging from seven to 35 years. Approximately $2.5 million of the
purchase price has been allocated to internally developed software at a Founding
Company and will be amortized over a period of five years. The pro forma impact
of this amortization expense, the majority of which is not deductible for tax
purposes, is approximately $2.8 million per year. See Notes 2 and 4 of the
Unaudited Pro Forma Combined Financial Statements of the Company and the
Founding Companies. A total of $5.0 million of the purchase price has been
allocated to in-process research and development and was expensed at the closing
of the Mergers. This expense has been eliminated as a pro forma adjustment in
the Unaudited Pro Forma Combined Statements of Operations of the Company and the
Founding Companies for the three months ended March 31, 1998.
 
                                       17
<PAGE>
HISTORICAL CONSOLIDATED RESULTS OF OPERATIONS
 
    Financial statement audits of the Founding Companies have been completed
through January 31, 1998. As there were no significant transactions from
February 1, 1998 to the February 10, 1998 closing of the Mergers, January 31,
1998 is considered to represent the pre-Merger closing balance sheet. Upon
consummation of the Mergers, all of the individual Founding Companies on a
fiscal year financial reporting basis converted to a calendar year financial
reporting basis. In addition, all individual Founding Companies are now included
in the consolidated tax return of the Company and have, therefore, converted
their tax status to be taxed under subchapter C of the Internal Revenue Code of
1986, as amended.
 
    On February 1, 1998 (the date of post-Merger balance sheet), the Company
began reporting on a consolidated basis. For the year ended December 31, 1998,
the Company will report consolidated operating results of the Founding Companies
for 11 months. Similarly, the Company's consolidated 1998 first quarter results
include only February and March 1998 operations and cash flows for the Founding
Companies.
 
    The following table sets forth certain selected financial data for the
Company on an historical basis and as a percentage of revenues for the periods
indicated:
 
<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED
                                                                              MARCH 31, 1998
                                                                         ------------------------
<S>                                                                      <C>          <C>
                                                                          (IN THOUSANDS, EXCEPT
                                                                               PERCENTAGES)
Revenues...............................................................   $  25,663        100.0%
Cost of revenues.......................................................      18,437         71.8
                                                                         -----------  -----------
Gross profit...........................................................       7,226         28.2
Selling, general and administrative expenses...........................       4,956         19.3
Intangible amortization................................................         520          2.0
In process research and development....................................       5,000         19.5
                                                                         -----------  -----------
Income from operations.................................................   $  (3,250)      (12.7)%
                                                                         -----------  -----------
                                                                         -----------  -----------
</TABLE>
 
    REVENUES.  For the three months ended March 31, 1998, the Company's revenues
included the revenues of the Founding Companies for February and March. Revenues
from the federal government accounted for approximately 25% of total revenues.
No single customer accounts for more than 10% of the Company's consolidated
revenues during this period.
 
    COST OF REVENUES.  Cost of revenues was $18.4 million, or 71.8% of total
revenues for the three months ended March 31, 1998. The Company generates higher
gross margins from its systems and consulting services businesses while the
procurement component of its desktop services business generates its lowest
margins. Revenues from procurement sales for the quarter were approximately 57%
of total revenues.
 
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses were $5.0 million and consisted of salaries, benefits,
commissions payable to the Company's sales and marketing personnel, finance and
other general and administrative costs.
 
    INTANGIBLE AMORTIZATION.  Intangible amortization was $520,000 for the three
months ended March 31, 1998 which included the amortization of goodwill from the
purchase of the Company's subsidiaries, internally developed software costs, and
the technology license recorded in connection with a new contract.
 
                                       18
<PAGE>
PRO FORMA COMBINED RESULTS OF OPERATIONS
 
    The pro forma combined results of operations of the Founding Companies for
the periods presented do not represent combined results of operations presented
in accordance with generally accepted accounting principles, but are only a
summation of the revenues, operating expenses and general and administrative
expenses of the individual Founding Companies on a pro forma basis. The pro
forma combined results may not be comparable to, and may not be indicative of,
the Company's post-combination results of operations because (i) the Founding
Companies were not under common control or management during the periods
presented; (ii) the Company will incur incremental costs related to its new
corporate management and the costs of being a public company; and (iii) the
combined data do not reflect potential benefits and cost savings the Company
expects to realize when operating as a combined entity. The following discussion
should be read in conjunction with the Unaudited Pro Forma Combined Financial
Statements of the Company and the Founding Companies and the related Notes
thereto and the Founding Companies' Historical Financial Statements and the
related Notes thereto appearing elsewhere in this Prospectus.
 
    The following table sets forth the unaudited combined results of operations
of the Founding Companies on a pro forma basis and as a percentage of revenues
for the periods indicated.
 
<TABLE>
<CAPTION>
                                                                                                THREE MONTHS ENDED
                                                                                                  MARCH 31, 1998
                                                                                              ----------------------
<S>                                                                                           <C>        <C>
                                                                                              (IN THOUSANDS, EXCEPT
                                                                                                   PERCENTAGES)
Revenues....................................................................................  $  40,704       100.0%
Cost of revenues............................................................................     30,116        74.0
                                                                                              ---------       -----
Gross profit................................................................................     10,588        26.0
Selling, general and administrative expenses................................................      7,160        17.6
Intangible amortization.....................................................................        754         1.9
                                                                                              ---------       -----
Income from operations......................................................................  $   2,674         6.6%
                                                                                              ---------       -----
                                                                                              ---------       -----
</TABLE>
 
PRO FORMA COMBINED RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED
  TO THE THREE MONTHS ENDED MARCH 31, 1997
 
    REVENUES.  Revenues increased $6.8 million, or 20.0%, from $33.9 million for
the three months ended March 31, 1997 (pro forma) to $40.7 million for the three
months ended March 31, 1998 (pro forma). This increase was attributable to
growth in revenues of approximately $4.6 million from the systems services
division and approximately $2.1 million from the desktop services division.
 
    The system services revenue growth was primarily attributable to a
significant, new contract, an increase in other service revenues within the
Founding Companies and an increase in sales of the Company's Safari Infotools
software products.
 
    The desktop services division's revenue growth was primarily attributable to
increased service revenues from the Company's help-desk and other service
offerings.
 
    COST OF REVENUES.  Cost of revenues increased $3.6 million, or 13.6%, from
$26.5 million for the three months ended March 31, 1997 (pro forma) to $30.1
million for the three months ended March 31, 1998 (pro forma). This increase was
primarily attributable to the revenue growth discussed above. Cost of revenues
as a percentage of revenues decreased from 78.1% of revenues for the three
months ended March 31, 1997 (pro forma) to 74.0% of revenues for the three
months ended March 31, 1998 (pro forma). This decrease was primarily
attributable to the shift in revenue mix toward a higher percentage of service
revenues as compared to procurement revenues which decreased from 65.0% of total
revenues for the three months ended March 31, 1997 (pro forma) to 57.0% of total
revenues for the three months ended March 31, 1998 (pro forma).
 
                                       19
<PAGE>
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased $2.5 million, or 51.8%, from $4.7 million for
the three months ended March 31, 1997 (pro forma) to $7.2 million for the three
months ended March 31, 1998 (pro forma). This increase was attributable to the
hiring of additional sales and marketing staff and administrative personnel at
each of the Founding Companies, start up costs associated with a new contract,
the move of the Company's corporate headquarters and corporate costs not
incurred prior to the Mergers. Selling, general, and administrative expenses
increased from 13.9% of revenues to 17.6% of revenues for the three months ended
March 31, 1997 (pro forma) and March 31, 1998 (pro forma), respectively. This
increase resulted from the additional general and administrative costs
associated with opening a corporate headquarters while retaining the
decentralized operational and administrative structures at each of the Founding
Companies.
 
    INTANGIBLE AMORTIZATION.  Intangible amortization increased $175,000, or
30.2%, from $579,000 for the three months ended March 31, 1997 (pro forma) to
$754,000 for the three months ended March 31, 1998 (pro forma). This increase
was associated with the technology license recorded in connection with a new
contract during the first quarter of 1998 and an increase in the goodwill
associated with the acquisition of the Founding Companies due to purchase price
adjustments.
 
    The following table sets forth the combined results of operations of the
Founding Companies on a pro forma basis and as a percentage of revenues for the
periods indicated.
 
<TABLE>
<CAPTION>
                                                                                YEAR ENDED
                                                                             DECEMBER 31, 1997
                                                                           ---------------------
<S>                                                                        <C>         <C>
                                                                           (IN THOUSANDS, EXCEPT
                                                                               PERCENTAGES)
Revenues.................................................................  $  144,277      100.0%
Cost of revenues.........................................................     108,940       75.5
                                                                           ----------  ---------
Gross profit.............................................................      35,337       24.5
Selling, general and administrative expenses.............................      23,451       16.3
Intangible amortization..................................................       2,232        1.5
                                                                           ----------  ---------
Income from operations...................................................  $    9,654        6.7%
                                                                           ----------  ---------
                                                                           ----------  ---------
</TABLE>
 
PRO FORMA COMBINED RESULTS FOR THE YEAR ENDED DECEMBER 31, 1997 COMPARED TO THE
  YEAR ENDED DECEMBER 31, 1996
 
    REVENUES.  Revenues increased approximately $41.1 million, or 39.8%, from
$103.2 million in 1996 (pro forma) to $144.3 million in 1997 (pro forma). This
increase was primarily attributable to growth in revenues from the provision of
IT services and solutions, predominantly from Federal and CHMC with revenue
increases of $30.1 million and $4.1 million, respectively.
 
    COST OF REVENUES.  Cost of revenues increased approximately $32.5 million,
or 42.5%, from $76.4 million in 1996 (pro forma) to $108.9 million in 1997 (pro
forma), primarily as a result of the net increase in revenues described above.
As a percentage of revenues, cost of revenues increased from 74.0% in 1996 (pro
forma) to 75.5% in 1997 (pro forma), primarily as a result of lower gross profit
margins at Federal resulting from the deferred recognition of certain revenue to
match expected warranty costs with respect to one of its mainframe
implementation contracts.
 
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased $4.9 million, or 26.3%, from $18.6 million in
1996 (pro forma) to $23.5 million in 1997 (pro forma), due primarily to an
increase in infrastructure needed to support increased volume. As a percentage
of revenues, selling, general and administrative expenses decreased from 18.0%
in 1996 (pro forma) to 16.3% 1997 (pro forma) as the infrastructure costs
increased less rapidly than revenues. Pro forma selling, general and
administrative expenses also include a non-recurring Merger charge of $400,000
in 1997 (pro forma).
 
                                       20
<PAGE>
    INCOME FROM OPERATIONS.  Income from operations increased $3.7 million, or
61.7%, from $6.0 million in 1996 (pro forma) to $9.7 million in 1997 (pro
forma). As a percentage of revenues, operating income increased from 5.8% in
1996 (pro forma) to 6.7% in 1997 (pro forma). This change was attributable to
the factors discussed above.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    Condor is a holding company that conducts its operations through its
subsidiaries. Accordingly, Condor's principal sources of liquidity are the cash
flow of its subsidiaries, cash available from the Revolver and other credit
facilities it may establish and the unallocated net proceeds of the Offering.
After the closing of the Mergers and the Offering, the Company had approximately
$35.1 million in cash and cash equivalents and approximately $1.3 million of
indebtedness outstanding (on a pro forma basis), other than the Revolver
discussed below. At March 31, 1998, the Company had approximately $11.7 million
in cash and cash equivalents, $23.0 million in short-term investments and $1.1
million of indebtedness outstanding.
 
    In April 1998, the Company obtained a $35.0 million revolving credit
facility (the "Revolver") from a major commercial bank. The Revolver includes a
letter of credit facility of up to $15.0 million, of which $6.0 million is
currently issued and outstanding to secure a floor planning facility with a
separate bank. Borrowings under the Revolver bear interest at the London
Interbank Offering Rate ("LIBOR") plus 150 basis points or the Base Rate, which
is the greater of the Federal Funds Rate plus 0.50% or the Prime Rate, at the
option of the Company. The Company is subject to additional interest rate
margins, based on a pricing ratio of debt to earnings, ranging from 0.25% to
1.25% when using the Base Rate or ranging from 1.50% to 2.50% when using the
LIBOR rate. The Company is also required to pay a commitment fee at the annual
percentage rate ranging from 0.25% to 0.50% as defined in the agreement. The
Company must comply with various loan covenants including (i) maintenance of
certain financial ratios; (ii) restrictions on additional indebtedness; (iii)
restrictions on liens, guarantees, advances and dividends; and (iv) restrictions
on the type, size and number of acquisitions. The Revolver, which expires in
April 2001, is intended to be used for acquisitions, working capital and general
corporate purposes.
 
    Also in April 1998, the Company obtained a $13.0 million floor planning
facility to support the working capital needs of the companies in its desktop
services division. This facility is secured by a $6.0 million letter of credit
issued under the Revolver and certain of the assets of the desktop services
division. The floor planning facility requires the Company to comply with
various loan covenants identical to those required under the Revolver. The
agreement expires in April 2001.
 
    Indebtedness under both the Revolver and the floor planning facility are
collateralized by substantially all of the assets of Condor and its
subsidiaries.
 
    On an historical basis, net cash provided by operating activities was $2.8
million for the three months ended March 31, 1998 and net cash used in investing
activities was $62.9 million for the three months ended March 31, 1998. Net cash
used in investing activities included $40.8 million, net of cash acquired, for
the acquisition of the Founding Companies and $21.8 million used to purchase
short term investments.
 
    Net cash provided by financing activities was $71.8 million for the three
months ended March 31, 1998; consisting of $73.1 million from the Offering,
offset by the payment of costs associated with the Offering, repayment of notes
payable and purchase of shares from a stockholder.
 
    The Company made capital expenditures of approximately $800,000 in 1996 (pro
forma), approximately $795,000 in 1997 (pro forma) and approximately $219,000
for the three months ended March 31, 1998, on an historical basis, primarily for
office equipment and computers and facility upgrades. The Company expects to
expend capital to install or upgrade its accounting and management information
systems, to install an internal network and communications system integrating
the Founding Companies and subsequently acquired businesses and to install a
client call center. Management presently anticipates
 
                                       21
<PAGE>
that such expenditures will total approximately $5.0 million over the next two
years; however, no assurance can be made with respect to the actual timing and
amount of such expenditures.
 
    The Company intends to pursue acquisition opportunities. The timing, size or
success of any acquisition effort and the associated potential capital
commitments are unpredictable. The Company expects to fund future acquisitions
primarily through a combination of a portion of the unallocated net proceeds of
the Offering, cash flow from operations and borrowings, including borrowings
under the credit facilities, as well as from issuances of additional shares of
Common Stock.
 
    The Company believes that cash flow from operations, borrowings under the
credit facilities and the unallocated net proceeds of the Offering will be
sufficient to fund its capital requirements for at least the next 12 months. To
the extent that the Company is successful in consummating acquisitions, it may
be necessary to finance such acquisitions through the issuance of additional
equity securities, incurrence of indebtedness or both.
 
SEASONALITY AND CYCLICALITY; POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING
  RESULTS
 
    The Company has experienced and expects to continue to experience
variability in revenues and net income from quarter to quarter as a result of
seasonality that may accompany private or governmental sector budget cycles.
Sales of the Company's IT products and related services have historically been
higher in the third and fourth calendar quarters as a result of patterns of
capital spending by clients, principally federal, state and local governments.
 
    The Company also believes that the IT industry is influenced by general
economic conditions and particularly by the level of technological change.
Increased levels of technological change can have a favorable impact on the
Company's revenues. In general, technological change drives the need for
hardware and software procurement and information systems services provided by
the Company. The Company also believes that the industry tends to experience
periods of decline and recession during economic downturns. The industry could
experience sustained periods of decline in revenues in the future, and any such
decline may have a material adverse effect on the Company.
 
    The Company could in the future experience quarterly fluctuations in
operating results due to the factors discussed above and other factors,
including the short-term nature of certain client commitments; patterns of
capital spending by clients; loss of a major client; seasonality that may
accompany private or governmental sector budget cycles; the timing, size and mix
of service and product offerings; the timing and size of significant software
sales; the timing and size of new projects; the timing and magnitude of required
capital expenditures; pricing changes in response to various competitive
factors; market factors affecting the availability of qualified technical
personnel; timing and client acceptance of new service offerings; changes in the
trends affecting the outsourcing of IT services; additional selling, general and
administrative expenses to acquire and support new business; increased levels of
technological change in the industry; and general economic conditions. The
Company plans its operating expenditures based on revenue forecasts, and a
revenue shortfall below such forecasts in any quarter would likely adversely
affect the Company's operating results for that quarter. See "Risk
Factors--Risks of Substantial Variability in Quarterly Operating Results."
 
INFLATION
 
    The Company believes the effects of inflation generally do not have a
material impact on its operations or financial position or cash flows.
 
                                       22
<PAGE>
YEAR 2000
 
    The Company has assessed the impact of the Year 2000 on its financial and
management information system software, and has determined that any modification
to the software will not have a material impact on the Company, its results of
operations, financial position or cash flows.
 
NEW ACCOUNTING PRONOUNCEMENTS
 
    In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 "Comprehensive Income." SFAS No. 130
requires the reporting and display of comprehensive income and its components in
the financial statements. Comprehensive income is the change in equity during
the period from transactions with non-owner sources. Comprehensive income
includes net income and other comprehensive income, including foreign currency
translation adustments and gains and losses on certain marketable securities.
SFAS No. 130 does not require a specific format for the financial statement in
which comprehensive income is reported, but does require that an amount
representing total comprehensive income be reported in the statement. The
Company implemented SFAS No. 130 during the first quarter of 1998.
 
    In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information." SFAS No.
131 will change the way public companies report information about segments of
their business in annual financial statements and requires them to report
selected segment information in their quarterly reports issued to stockholders.
It also requires entity-wide disclosures about the products and services an
entity provides, the countries in which the entity holds material assets and
reports material revenues and major customers. The Company will implement SFAS
No. 131 during the fourth quarter of 1998.
 
    Statement of Position 97-2 ("SOP 97-2") regarding Software Revenue
Recognition will be effective for transactions entered into in fiscal years
beginning after December 15, 1997. SOP 97-2 addresses contract accounting issues
in the context of the software industry. Adoption of SOP 97-2 is not expected to
have a material impact on the Company.
 
                                       23
<PAGE>
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                      OPERATIONS OF THE FOUNDING COMPANIES
 
    The following discussion should be read in conjunction with the historical
financial statements of the Founding Companies and related notes thereto
appearing elsewhere in this Prospectus.
 
MST RESULTS OF OPERATIONS
 
    MST provides strategic IT management consulting, systems integration and
project management services to major U.S. and global companies and governmental
agencies.
 
    The following table sets forth certain selected financial data for MST on an
historical basis and as a percentage of revenue for the periods indicated:
 
<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                           ----------------------------------------------------------------
                                                   1995                  1996                  1997
                                           --------------------  --------------------  --------------------
<S>                                        <C>        <C>        <C>        <C>        <C>        <C>
                                                          (IN THOUSANDS, EXCEPT PERCENTAGES)
Revenue..................................  $   6,193      100.0% $   8,211      100.0% $   7,743      100.0%
Cost of revenue..........................      2,415       39.0      3,783       46.1      3,840       49.6
General and administrative expenses......      1,606       25.9      2,188       26.6      2,100       27.1
                                           ---------  ---------  ---------  ---------  ---------  ---------
Income from operations...................  $   2,172       35.1% $   2,240       27.3% $   1,803       23.3%
                                           ---------  ---------  ---------  ---------  ---------  ---------
                                           ---------  ---------  ---------  ---------  ---------  ---------
</TABLE>
 
    MST 1997 COMPARED TO 1996
 
    REVENUE.  Revenue decreased approximately $468,000, or 5.7%, from $8.2
million in 1996 to $7.7 million in 1997. This decrease resulted primarily from
the completion of short-term consulting contracts in 1996 that were not renewed
or replaced during 1997. In 1996, revenue from CIGNA Property & Casualty
(including revenue from The CSN Company ("CSN"), which was acquired in 1996)
("CIGNA") and Reinsurance Solutions International ("RSI"), an affiliate of
CIGNA, accounted for 61% and 25%, respectively, of total revenue. In 1997,
revenue from CIGNA and RSI accounted for 67% and 21%, respectively, of total
revenue. No other client accounted for 10% or more of MST's revenue in these
periods.
 
    COST OF REVENUE.  Cost of revenue increased approximately $57,000, or 1.5%,
from 1996 to 1997 due to increases in non-stockholder compensation and
consulting fees, partially offset by a reduction in compensation to MST's chief
executive officer (who is also MST's sole stockholder (see Note 2 to the Notes
to MST's Historical Financial Statements)). Cost of revenue as a percentage of
revenue increased from 46.1% in 1996 to 49.6% in 1997, substantially due to the
decrease in revenue from the completion of short-term consulting contracts while
a portion of MST's fixed employment and consulting expenses remained stable.
Fixed costs primarily consist of costs related to the employment of consulting
professionals, which do not vary significantly with the profitability of
engagements.
 
    GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
decreased by approximately $88,000, or 4.0%, from $2.2 million in 1996 to $2.1
million in 1997. The decrease resulted primarily from decreases in professional
fees and travel-related expenses. General and administrative expenses as a
percentage of revenue increased from 26.6% in 1996 to 27.1% in 1997.
 
    MST 1996 COMPARED TO 1995
 
    REVENUE.  Revenue increased approximately $2.0 million, or 32.6%, from $6.2
million in 1995 to $8.2 million in 1996. This increase resulted from contracts
with several new clients as well as from expansion of the work performed at RSI.
In 1995, revenue from CIGNA accounted for 89% of total revenue. In 1996, revenue
from CIGNA and RSI accounted for 61% and 25%, respectively, of total revenue. No
other client accounted for 10% or more of MST's revenue in 1996 or 1995.
 
                                       24
<PAGE>
    COST OF REVENUE.  Cost of revenue increased approximately $1.4 million, or
56.6%, from $2.4 million in 1995 to $3.8 million in 1996. Cost of revenue as a
percentage of revenue increased from 39.0% in 1995 to 46.1% in 1996. This
increase was due to a combination of the direct costs associated with increased
revenue, salary increases to attract and retain technical personnel and the
investment associated with hiring additional employees to support the growth in
the level of activity at MST.
 
    GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
increased approximately $582,000, or 36.2%, from $1.6 million in 1995 to $2.2
million in 1996. This increase was due to additional costs associated with the
growth in MST's business, staff and facilities. General and administrative
expenses as a percentage of revenue increased from 25.9% in 1995 to 26.6% in
1996.
 
CHMC RESULTS OF OPERATIONS
 
    CHMC provides tailored, value-added computer technology products and
services to a broad range of companies, educational institutions and
governmental agencies.
 
    The following table sets forth certain selected financial data for CHMC on
an historical basis and as a percentage of revenues for the periods indicated
(in thousands, except percentages) :
<TABLE>
<CAPTION>
                                                            FISCAL YEAR ENDED
                                                      ------------------------------
                                                       FEBRUARY 29,    FEBRUARY 28,
                                                           1996            1997
                                                      --------------  --------------
<S>                                                   <C>      <C>    <C>      <C>
Revenues............................................  $30,808  100.0% $44,718  100.0%
Cost of revenues....................................   26,223   85.1   38,403   85.9
                                                      -------  -----  -------  -----
Gross profit........................................    4,585   14.9    6,315   14.1
Selling, general and administrative expenses........    3,844   12.5    4,784   10.7
                                                      -------  -----  -------  -----
Income from operations..............................  $   741    2.4% $ 1,531    3.4%
                                                      -------  -----  -------  -----
                                                      -------  -----  -------  -----
 
<CAPTION>
                                                           ELEVEN MONTHS ENDED
                                                               JANUARY 31,
 
                                                           1997            1998
                                                      --------------  --------------
<S>                                                   <C>      <C>    <C>      <C>
Revenues............................................  $41,297  100.0% $44,100  100.0%
Cost of revenues....................................   35,500   86.0   34,928   79.2
                                                      -------  -----  -------  -----
Gross profit........................................    5,797   14.0    9,172   20.8
Selling, general and administrative expenses........    4,010    9.7    9,163   20.8
                                                      -------  -----  -------  -----
Income from operations..............................  $ 1,787    4.3% $     9    0.0%
                                                      -------  -----  -------  -----
                                                      -------  -----  -------  -----
</TABLE>
 
    CHMC ELEVEN MONTHS ENDED JANUARY 31, 1998 COMPARED TO ELEVEN MONTHS ENDED
     JANUARY 31, 1997 (UNAUDITED)
 
    REVENUES.  Revenues increased approximately $2.8 million, or 6.8%, from
$41.3 million in the eleven months ended January 31, 1997 to $44.1 million in
the eleven months ended January 31, 1998. This increase was primarily
attributable to continued expansion of CHMC's service revenues (a $3.5 million
increase), including on-site services, help-desk and project management and
other support programs. The increase in services was offset by a $693,000
decrease in hardware and software procurement. The decrease in procurement sales
was primarily a result of unusually large sales of laptop computers to two
customers in this period in 1997.
 
    COST OF REVENUES.  Cost of revenues decreased approximately $572,000, or
1.6%, from $35.5 million in the eleven months ended January 31, 1997 to $34.9
million in the eleven months ended January 31, 1998. Cost of revenues as a
percentage of revenues decreased from 86.0% in the eleven months ended January
31, 1997 to 79.2% in the eleven months ended January 31, 1998. This reduction in
costs as a percentage of revenues resulted from decreasing revenues and costs
associated with hardware sales and the expansion of CHMC's service and project
management businesses (which are typically at higher margins). Through
enhancements to its help-desk call system, CHMC was able to increase
productivity without corresponding increases in direct labor costs.
 
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased by approximately $5.2 million, or 128.5%, from
$4.0 million in the eleven months ended January 31, 1997 to $9.2 million in the
eleven months ended January 31, 1998. These expenses as a percentage of revenues
increased from 9.7% to 20.8% in these periods, primarily as a result of
increases in discretionary
 
                                       25
<PAGE>
management bonuses of approximately $3.2 million. These bonuses resulted from
improved earnings over the prior period.
 
    CHMC FISCAL 1997 COMPARED TO FISCAL 1996
 
    REVENUES.  Revenues increased approximately $13.9 million, or 45.2%, from
$30.8 million in fiscal 1996 to $44.7 million in fiscal 1997. This resulted from
increased sales of all services offered by CHMC, including expansion in
maintenance, help-desk and other support programs, in addition to growth in
procurement revenues. CHMC's overall growth during this period included two
large procurement contracts and continued development of telesales and on-line
configuration and ordering capabilities.
 
    COST OF REVENUES.  Cost of revenues increased approximately $12.2 million,
or 46.4%, from $26.2 million in fiscal 1996 to $38.4 million in fiscal 1997.
Cost of revenues as a percentage of revenues remained relatively stable at 85.1%
in fiscal 1996 versus 85.9% in fiscal 1997 . Several factors, all related to
CHMC's ongoing efforts in 1997 to further develop and expand its IT services,
increased costs of revenues. Specifically, CHMC hired additional engineers to
support the further development of its services and increased salaries in order
to attract and retain personnel who can provide the larger scope of services
CHMC is offering its clients. The efficiencies gained through this strategy
partially offset the investment made in fiscal 1997.
 
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased approximately $940,000, or 24.5%, from $3.8
million in fiscal 1996 to $4.8 million in fiscal 1997. This increase was
primarily related to additional discretionary bonuses due to the improved
performance of CHMC, increased sales commissions resulting from CHMC's growth in
sales and an overall increase in management, both in the number of employees and
base compensation, in order to support the increased organization. These
expenses as a percentage of revenues decreased from 12.5% in fiscal 1996 to
10.7% in fiscal 1997.
 
FEDERAL RESULTS OF OPERATIONS
 
    Federal provides computer products and services to governmental and
commercial entities. Federal provides IT services such as systems integration,
implementation and support services, including network design and installation,
system upgrades and enhancements, hardware and software maintenance and on-site
technical support and relocation services.
 
    The following table sets forth certain selected financial data for Federal
on an historical basis and as a percentage of revenues for the periods
indicated. The table below includes revenues and related costs generated from
sales of hardware and software as well as sale of maintenance services. Federal
additionally generates revenues through certain agency contracts, consulting
fees from affiliates and other revenues, including interest and dividends. These
other types of revenues are not considered part of Federal's core operations
and, therefore, have not been included in the following table (in thousands,
except percentages):
<TABLE>
<CAPTION>
                                                                 YEAR ENDED OCTOBER 31,
                                                    -------------------------------------------------
                                                          1995              1996            1997
                                                    ----------------   --------------  --------------
<S>                                                 <C>      <C>       <C>      <C>    <C>      <C>
Revenues..........................................  $46,186   100.0%   $26,417  100.0% $33,298  100.0%
Cost of revenues..................................   38,732    83.9     19,168   72.6   27,088   81.4
                                                    -------  -------   -------  -----  -------  -----
Gross profit......................................    7,454    16.1      7,249   27.4    6,210   18.6
Selling, general and administrative expenses......    7,619    16.5      5,794   21.9    7,298   21.9
                                                    -------  -------   -------  -----  -------  -----
(Loss) income from operations.....................  $  (165)   (0.4)%  $ 1,455    5.5% $(1,088)  (3.3)%
                                                    -------  -------   -------  -----  -------  -----
                                                    -------  -------   -------  -----  -------  -----
 
<CAPTION>
                                                    THREE MONTHS ENDED JANUARY 31,
                                                    -------------------------------
                                                         1997             1998
                                                    --------------   --------------
<S>                                                 <C>     <C>      <C>      <C>
Revenues..........................................  $3,222   100.0%  $18,082  100.0%
Cost of revenues..................................   1,954    60.6    15,510   85.8
                                                    ------  ------   -------  -----
Gross profit......................................   1,268    39.4     2,572   14.2
Selling, general and administrative expenses......   1,333    41.4     1,116    6.2
                                                    ------  ------   -------  -----
(Loss) income from operations.....................  $  (65)   (2.0)% $ 1,456    8.0%
                                                    ------  ------   -------  -----
                                                    ------  ------   -------  -----
</TABLE>
 
                                       26
<PAGE>
    FEDERAL THREE MONTHS ENDED JANUARY 31, 1998 COMPARED TO THREE MONTHS ENDED
     JANUARY 31, 1997 (UNAUDITED)
 
    REVENUES.  Revenues increased approximately $14.9 million, or 461.2%, from
$3.2 million in the three months ended January 31, 1997 to $18.1 million in the
three months ended January 31, 1998. This increase was caused primarily by
larger government contract sales with the U.S. Postal Service and the State of
Virginia.
 
    COST OF REVENUES.  Cost of revenues increased approximately $13.6 million,
or 693.8%, from $2.0 million in the three months ended January 31, 1997 to $15.5
million for the same period in 1998. Cost of revenues as a percentage of
revenues increased from 60.6% in the three months ended January 31, 1997 to
85.8% in the three months ended January 31, 1998. The overall increase in costs
was caused primarily by the purchase of hardware required to fulfill the large
contracts noted above. The increase in cost of revenues as a percentage of
revenues was due to a change in the revenue mix. In 1998, there was a higher
percentage of equipment and installation revenues compared to maintenance and
other service revenues.
 
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses decreased approximately $217,000, or 16.3%, from $1.3
million in the three months ended January 31, 1997 to $1.1 million in the three
months ended January 31, 1998. As a percentage of revenues, selling, general and
administrative expenses decreased from 41.4% in the three months ended January
31, 1997 to 6.2% in the three months ended January 31, 1998. The primary reasons
for this decrease were the increase in revenues and a decrease in commissions
paid relative to revenues earned, in the 1998 period compared to the 1997
period.
 
    FEDERAL FISCAL 1997 COMPARED TO FISCAL 1996
 
    REVENUES.  Revenues increased approximately $6.9 million, or 26.0%, from
$26.4 million in fiscal 1996 to $33.3 million in fiscal 1997. This increase was
caused primarily by larger government contract sales with the U.S. Social
Security Administration, Department of Justice and the U.S. Postal Service.
 
    COST OF REVENUES.  Cost of revenues increased approximately $7.9 million, or
41.3%, from $19.2 million in fiscal 1996 to $27.1 million in fiscal 1997. Cost
of revenues as a percentage of revenues increased from 72.6% in fiscal 1996 to
81.4% in fiscal 1997. The overall increase in costs was caused primarily by the
purchase of hardware required to fulfill the large contracts noted above. The
increase in cost of revenues as a percentage of revenues was due to decreased
profit margins resulting from the deferral of certain revenue amounts at October
31, 1997 to reflect matching of warranty costs to be incurred by the Company on
one of the new hardware contracts with associated revenues. The sales price on
this particular contract included warranty provisions bundled with the price of
the hardware.
 
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased approximately $1.5 million, or 26.0%, from
$5.8 million in fiscal 1996 to $7.3 million in fiscal 1997. As a percentage of
revenues, selling, general and administrative expenses have remained flat at
21.9% in fiscal 1996 and fiscal 1997. The primary reason for this increase was
the incentive compensation paid to Federal's principal shareholders in
accordance with its Merger Agreement with Condor (see Note 6 to the Federal
Consolidated Financial Statements).
 
    FEDERAL FISCAL 1996 COMPARED TO FISCAL 1995
 
    REVENUES.  Revenues decreased approximately $19.8 million, or 42.8%, from
$46.2 million in fiscal 1995 to $26.4 million in fiscal 1996. This decrease was
caused primarily by significant mainframe purchases under unusually large
contracts which ended in fiscal 1995.
 
    COST OF REVENUES.  Cost of revenues decreased approximately $19.6 million,
or 50.5%, from $38.7 million in fiscal 1995 to $19.2 million in fiscal 1996.
Cost of revenues as a percentage of revenues decreased from 83.9% in fiscal 1995
to 72.6% in fiscal 1996. The overall decrease in costs was caused primarily by
the decrease in revenues as described above. The decrease in cost of revenues as
a percentage of revenues was
 
                                       27
<PAGE>
due to a decrease in the mainframe procurement revenues relative to higher
margin maintenance and service revenues in fiscal 1996.
 
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses decreased approximately $1.8 million, or 24.0%, from
$7.6 million in fiscal 1995 to $5.8 million in fiscal 1996, due mainly to the
decrease in revenues discussed above. As a percentage of revenues, selling,
general and administrative expenses increased from 16.5% in fiscal 1995 to 21.9%
in fiscal 1996. This percentage increase resulted from significant bid and
proposal expenses incurred by Federal during fiscal 1996 in an effort to win new
business.
 
CORPORATE ACCESS RESULTS OF OPERATIONS
 
    Corporate Access offers hardware, software and peripheral products, along
with related configuration and installation services, to commercial clients and
governmental entities in the Greater Boston metropolitan area.
 
    The following table sets forth certain selected financial data for Corporate
Access on an historical basis and as a percentage of revenues for the periods
indicated (in thousands, except percentages):
 
<TABLE>
<CAPTION>
                                                                SEVEN MONTHS ENDED JANUARY 31,
                                                          ------------------------------------------
<S>                                                       <C>        <C>        <C>        <C>
                                                                                        1998
                                                                  1997          --------------------
                                                          --------------------
                                                              (UNAUDITED)
Revenues................................................  $   9,555      100.0% $  11,299      100.0%
Cost of revenues........................................      8,189       85.7%     9,728       86.1%
                                                          ---------  ---------  ---------  ---------
Gross profit............................................      1,366       14.3%     1,571       13.9%
Selling, general and administrative expenses............        995       10.4%     1,858       16.4%
                                                          ---------  ---------  ---------  ---------
Income (loss) from operations...........................  $     371        3.9% $    (287)      (2.5)%
                                                          ---------  ---------  ---------  ---------
                                                          ---------  ---------  ---------  ---------
</TABLE>
 
    Corporate Access recognizes revenues from product sales when the related
product is shipped. There are no post-sales support obligations related to
Corporate Access's product sales. Cost of revenues is comprised of purchased
materials, inventory adjustments, purchase discounts and direct labor and
benefits. Selling, general and administrative expenses include salaries,
benefits, commissions payable to Corporate Access's sales personnel, marketing
and advertising expenses and administrative costs.
 
    CORPORATE ACCESS SEVEN MONTHS ENDED JANUARY 31, 1998 COMPARED TO SEVEN
     MONTHS ENDED JANUARY 31, 1997 (UNAUDITED)
 
    REVENUES.  Revenues increased approximately $1.7 milion, or 18.3%, from $9.6
million in the seven months ended January 31, 1997 to $11.3 million in the seven
months ended January 31, 1998, primarily due to an increase in volume which can
be attributed to greater market penetration through a larger sales force.
 
    COST OF REVENUES.  Cost of revenues increased approximately $1.5 million, or
18.8%, from $8.2 million in the seven months ended January 31, 1997 to $9.7
million in the seven months ended January 31, 1998. The overall increase in cost
of revenues was attributable to an increase in sales volume. As a percentage of
revenues, cost of revenues remained stable at 85.7% in the 1997 period compared
to 86.1% in the 1998 period.
 
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased approximately $863,000, or 86.7%, from
$995,000 in the seven months ended January 31, 1997 to $1.9 million in the seven
months ended January 31, 1998. As a percentage of revenues, selling, general and
administrative expenses increased from at 10.4% in the 1997 period to 16.4% in
the 1998 period. The increase was primarily due to an increase of approximately
$800,000 in bonuses and incentives paid in the 1998 period.
 
                                       28
<PAGE>
ISSI RESULTS OF OPERATIONS
 
    ISSI develops end-user software solutions and tools for information access,
data management and report writing.
 
    The following table sets forth certain selected financial data for ISSI on
an historical basis and as a percentage of revenues for the periods indicated:
 
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                                          ----------------------------------------------------------------
                                                  1995                  1996                  1997
                                          --------------------  --------------------  --------------------
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>
                                                         (IN THOUSANDS, EXCEPT PERCENTAGES)
Revenues................................  $   6,610      100.0% $   9,028      100.0% $  12,253      100.0%
Cost of revenues........................      2,010       30.4      1,482       16.4      1,682       13.7
                                          ---------  ---------  ---------  ---------  ---------  ---------
Gross profit............................      4,600       69.6      7,546       83.6     10,571       86.3
Selling, general and administrative
  expenses..............................      4,453       67.4      4,557       50.5      6,053       49.4
Research and development................        804       12.2        766        8.5      1,263       10.3
                                          ---------  ---------  ---------  ---------  ---------  ---------
Income from operations..................  $    (657)     (10.0)% $   2,223      24.6% $   3,255       26.6%
                                          ---------  ---------  ---------  ---------  ---------  ---------
</TABLE>
 
    ISSI 1997 COMPARED TO 1996
 
    REVENUES.  Revenues increased approximately $3.2 million, or 35.7%, from
$9.0 million in 1996 to $12.3 million in 1997. This increase was due to 49% and
24% increases in license and maintenance revenues, respectively. The maintenance
revenues increase annually as ISSI retains approximately 85% of its maintenance
clients and begins maintenance contracts for those clients who purchased
software during the year. The increases in license revenues resulted primarily
from increased sales at ISSI's European subsidiary and through additional sales
to a major value added reseller.
 
    COST OF REVENUES.  Cost of revenues increased approximately $200,000, or
13.5%, from $1.5 million in 1996 to $1.7 million in 1997. Cost of revenues as a
percentage of revenues decreased from 16.4% in 1996 to 13.7% in 1997. This
decrease was primarily due to increased average selling prices for its software
licenses.
 
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased approximately $1.5 million, or 32.8%, from
$4.6 million in 1996 to $6.1 million in 1997. This increase in total costs
resulted from increased levels of business, although a portion of the additional
business resulted from maintenance income, which has a relatively lower level of
associated selling expenses. In addition, ISSI has had higher costs associated
with travel to client sites with value added resellers to obtain new work.
Selling, general and administrative expenses decreased as a percentage of
revenues from 50.5% in 1996 to 49.4% in 1997.
 
    RESEARCH AND DEVELOPMENT.  Research and development costs increased
approximately $497,000, or 64.9%, from $766,000 in 1996 to $1.3 million in 1997.
As a percentage of revenues, research and development increased from 8.5% in
1996 to 10.3% in 1997. This increase was primarily due to expenditures,
including the additional employees, related to the development of certain new
products to be included in ISSI's Safari InfoTools suite of data access and
management products.
 
    ISSI 1996 COMPARED TO 1995
 
    REVENUES.  Revenues increased approximately $2.4 million, or 36.6%, from
$6.6 million in 1995 to $9.0 million in 1996. This revenue growth was primarily
the result of expansion of ISSI's client base, including a new relationship with
a significant value added reseller. New client revenues accounted for
approximately $2.0 million of the increase in revenues from sales of ISSI's
software products. The remaining increase was attributable primarily to the
impact of a larger installed base on maintenance revenues.
 
                                       29
<PAGE>
    COST OF REVENUES.  Cost of revenues decreased $528,000, or 26.3%, from $2.0
million in 1995 to $1.5 million in 1996. Cost of revenues as a percentage of
revenues was 30.4% in 1995 and 16.4% in 1996. This decrease was caused primarily
by a non-recurring charge in 1995, when management determined that there was no
future value to be obtained from certain capitalized software costs. These costs
were written off in 1995, thereby increasing cost of sales. The decrease in cost
of revenues as a percentage of revenues was caused primarily by lower costs
associated with the portion of the increased revenues in 1996 that consisted of
maintenance revenues.
 
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased approximately $104,000, or 2.3%, from $4.5
million in 1995 to $4.6 million in 1996. This increase in total costs reflected
the increased level of revenues.
 
    RESEARCH AND DEVELOPMENT.  Research and development costs were relatively
unchanged at $804,000 in 1995 and $766,000 in 1996.
 
USCOMM RESULTS OF OPERATIONS
 
    USComm provides a broad range of IT training solutions and is a value added
reseller of hardware and software products and services to mid-size companies
and governmental entities.
 
    The following table sets forth certain selected financial data for USComm on
an historical basis and as a percentage of revenues for the periods indicated
(in thousands, except percentages):
 
<TABLE>
<CAPTION>
                                                                           YEAR ENDED
                                                                          DECEMBER 31,
                                                           ------------------------------------------
                                                                   1996                  1997
                                                           --------------------  --------------------
<S>                                                        <C>        <C>        <C>        <C>
Revenues.................................................  $   7,215      100.0% $   8,330      100.0%
Cost of revenues.........................................      6,574       91.1      7,793       93.6
                                                           ---------  ---------  ---------  ---------
Gross profit.............................................        641        8.9        537        6.4
Selling, general and administrative expenses.............        475        6.6        505        6.1
                                                           ---------  ---------  ---------  ---------
Income from operations...................................  $     166        2.3% $      32        0.3%
                                                           ---------  ---------  ---------  ---------
                                                           ---------  ---------  ---------  ---------
</TABLE>
 
    USCOMM 1997 COMPARED TO 1996
 
    REVENUES.  Revenues increased approximately $1.1 million, or 15.5%, from
$7.2 million in 1996 to $8.3 million in 1997, primarily due to significant new
contracts that enabled USComm to qualify as a general vendor for municipalities
in Maryland, thereby facilitating additional direct sales to local, state and
federal agencies and departments.
 
    COST OF REVENUES.  Cost of revenues increased approximately $1.2 million, or
18.5%, from $6.6 million in 1996 to $7.8 million in 1997. As a percentage of
revenues, cost of revenues increased from 91.1% to 93.6%. This overall increase
in cost of revenues was caused primarily by increased sales volume. Several
other factors related to USComm's ongoing efforts to further develop and expand
its IT services, such as increased hiring of additional technical engineers,
contributed to the increase in cost of revenues.
 
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased approximately $30,000, or 6.3%, from $475,000
in 1996 to $505,000 in 1997. As a percentage of revenues, selling, general and
administrative expenses decreased from 6.6% to 6.1% in these periods. USComm was
able to generate operating leverage by maintaining relatively consistent general
and administrative expenses despite the increased activity.
 
                                       30
<PAGE>
INVENTURE RESULTS OF OPERATIONS
 
    InVenture is a strategic marketing communications company that creates
integrated business plans, marketing strategies, brand development and promotion
strategies for IT service providers and resellers of IT products, as well as for
companies in other industries.
 
    The following table sets forth certain selected financial data for InVenture
on an historical basis and as a percentage of revenues for the periods indicated
(in thousands, except percentages):
 
<TABLE>
<CAPTION>
                                                                           YEAR ENDED
                                                                          DECEMBER 31,
                                                           ------------------------------------------
                                                                   1996                  1997
                                                           --------------------  --------------------
<S>                                                        <C>        <C>        <C>        <C>
Revenues.................................................  $   5,416      100.0% $   3,399      100.0%
Cost of revenues.........................................      3,948       72.9      1,819       53.5
                                                           ---------  ---------  ---------  ---------
Gross profit.............................................      1,468       27.1      1,580       46.5
Selling, general and administrative expenses.............      1,464       27.0      1,784       52.5
                                                           ---------  ---------  ---------  ---------
Income from operations...................................  $       4        0.1% $    (204)      (6.0)%
                                                           ---------  ---------  ---------  ---------
                                                           ---------  ---------  ---------  ---------
</TABLE>
 
    INVENTURE 1997 COMPARED 1996
 
    REVENUES.  Revenues decreased approximately $2.0 million, or 37.2%, from
$5.4 million in 1996 to $3.4 million in 1997, primarily due to a shift in
InVenture's business strategy. This strategy includes a reduction in the
provision of collateral marketing services and materials and an increase in the
provision of marketing and strategic planning services. This strategy generated
a lower revenue stream, but a higher gross margin for InVenture.
 
    COST OF REVENUES.  Cost of revenues decreased approximately $2.1 million, or
53.9%, from $3.9 million in 1996 to $1.8 million in 1997. As a percentage of
revenues, cost of revenues decreased from 72.9% in 1996 to 53.5% in 1997. The
decrease in cost of revenues was primarily attributable to decreased sales
volume in addition to a change in the mix of services as described above. The
decrease in cost of revenues as a percentage of revenues resulted from a higher
level of strategic planning services relative to lower margin service lines in
1996.
 
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased approximately $320,000, or 21.9%, from $1.5
million in 1996 to $1.8 million in 1997. As a percentage of revenues, selling,
general and administrative expenses increased from 27.0% in 1996 to 52.5% in
1997. This increase was due to salary increases resulting from the hiring of
additional and/or different skill type employees to support the expansion of
services provided by InVenture to a wider range of clients. In addition, the
diversification of clients and services resulted in much higher travel and
telecommunications costs related to the sales effort.
 
MIS RESULTS OF OPERATIONS
 
    MIS recruits highly skilled IT consultants and professionals on both a
permanent and contract staffing basis.
 
                                       31
<PAGE>
    The following table sets forth certain selected financial data for MIS on an
historical basis and as a percentage of revenues for the periods indicated (in
thousands, except percentages):
 
<TABLE>
<CAPTION>
                                                                                               YEAR ENDED
                                                                                              DECEMBER 31,
                                                                               ------------------------------------------
                                                                                       1996                  1997
                                                                               --------------------  --------------------
<S>                                                                            <C>        <C>        <C>        <C>
Revenues.....................................................................  $   2,582      100.0% $   4,342      100.0%
Cost of revenues.............................................................      1,426       55.2      2,498       57.5
                                                                               ---------  ---------  ---------  ---------
Gross profit.................................................................      1,156       44.8      1,844       42.5
Selling, general and administrative expenses.................................      1,150       44.5      1,839       42.4
                                                                               ---------  ---------  ---------  ---------
Income from operations.......................................................  $       6        0.3% $       5        0.1%
                                                                               ---------  ---------  ---------  ---------
                                                                               ---------  ---------  ---------  ---------
</TABLE>
 
    MIS 1997 COMPARED TO 1996
 
    REVENUES.  Revenues increased approximately $1.8 million, or 68.2%, from
$2.6 million in 1996 to $4.3 million in 1997, primarily due to MIS expanding its
client base and volume for both temporary and permanent placements.
 
    COST OF REVENUES.  Cost of revenues increased approximately $1.1 million, or
75.2%, from $1.4 million in 1996 to $2.5 million in 1997. As a percentage of
revenues, cost of revenues increased from 55.2% to 57.5%, which was attributable
to MIS opening new offices during 1997. There is typically a 90 day lag in time
between the opening of a new office and when the office generates revenue
sufficient to support the investment.
 
    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased approximately $689,000, or 59.9%, from $1.2
million in 1996 to $1.8 million in 1997. This increase in selling, general and
administrative expenses was due to the expansion of MIS's infrastructure in
order to support the continued growth of the business, including the opening of
new offices. As a percentage of revenues, selling, general and administrative
expenses decreased from 44.5% to 42.4% during these periods.
 
                                       32
<PAGE>
                                    BUSINESS
 
INTRODUCTION
 
    The Company provides a wide range of IT services and solutions to middle
market organizations. The Company provides a single source for a broad range of
services, including strategic planning and management consulting; strategic
marketing communications; development, integration and installation of IT
systems; contract staffing and recruiting; training and continuing education;
desktop systems and mainframe maintenance and support; and procurement. The
Company works with its clients to identify areas of their businesses where the
effective deployment of technology can have the maximum impact on executing
business strategies and optimizing business processes.
 
    The Company focuses on marketing its wide range of IT services to middle
market organizations, which the Company believes typically spend from $2 million
to $30 million annually on their IT needs. In order to become a single-source
provider of IT services and solutions to middle market organizations, Condor
acquired the Founding Companies in February 1998 concurrent with the closing of
the Offering. In addition, the Company seeks to deliver comprehensive IT
services to the insurance and financial services, healthcare, technology and
governmental markets. These markets are typically characterized by (i) reliance
on legacy systems; (ii) platform migration to client/server architectures; (iii)
changing competitive dynamics, such as globalization and deregulation; and (iv)
heavy dependency on database and proprietary applications. The Company believes
that middle market organizations in these industry groups have been underserved
by large IT vendors which, due to economic and high cost structures, cannot
address the requirements of the middle market adequately.
 
    The Company markets its services through each of the sales forces at the
Founding Companies and intends to utilize the Company's corporate sales force.
This approach allows the Company to market its services independently or in
combination to provide a solution to a client's specific IT needs. The Company
provides IT services through 24 offices located in 11 states across the United
States and in two foreign countries. As of March 31, 1998, the Company had
approximately 580 employees. The Company cultivates long-term relationships with
its clients and believes these long-term relationships present excellent
opportunities for further marketing of its services.
 
MARKET OPPORTUNITY
 
    Heightened competition, deregulation, globalization and rapid technological
advances are forcing organizations to make fundamental changes in their business
processes. These pressures have compelled organizations to improve the quality
of their products and services, reduce costs and strengthen client
relationships. Increasingly, organizations are addressing these issues by
developing and utilizing IT services and solutions that facilitate the rapid and
flexible collection, analysis and dissemination of information within the
organization and among clients and suppliers. The ability of an organization to
maintain and refresh its existing systems and to integrate and deploy new
information technologies in a cost-effective manner has become critical to
competing successfully in today's rapidly changing business environment.
 
    Although many companies have recognized the importance of IT systems and
products to compete in this business climate, the process of designing,
developing, procuring and implementing IT systems has become increasingly
complex. Companies are continuing to migrate away from centralized mainframes
running proprietary software toward decentralized, scalable architectures based
on personal computers, client/server architectures, local and wide area
networks, shared databases and packaged application software. These advances
have greatly enhanced the ability of companies to benefit from the application
of IT. Consequently, the number of companies desiring to use IT in new ways and
the number of end users within these organizations is rising rapidly, yet the
complexity of purchasing and implementing these systems is increasing.
 
                                       33
<PAGE>
    During this time of increasing reliance on IT, rapid technological change
and other challenges, such as the need for Year 2000 conversions, have strained
the capabilities of the internal departments within these organizations. At the
same time, external economic factors have forced organizations to focus on core
competencies and trim workforces in the IT management area. Accordingly, these
organizations often lack the quantity or variety of IT skills necessary to
design and develop emerging IT solutions. Consequently, businesses are
increasingly looking to outsource IT services. By outsourcing IT services,
companies are able to (i) focus on their core business; (ii) access specialized
technical skills; (iii) implement IT solutions more rapidly; (iv) benefit from
flexible staffing; and (v) reduce the cost of recruiting, training and retaining
IT professionals.
 
    Due to the foregoing factors, demand for IT services has grown
significantly. According to Dataquest, the worldwide market for IT services was
approximately $262 billion in 1996 and will grow to $517 billion by the year
2001. The IT professional service portion of such worldwide market (consulting,
systems integration, application development and outsourcing services) was
approximately $158 billion in 1996 and is estimated to grow by 17% annually
through 2001. The domestic market for IT professional services is projected to
grow from approximately $73 billion in 1996 to approximately $148 billion in
2001. The middle market, defined as comprising organizations with under $1
billion in annual revenues, represents approximately one-third of the overall
market and is generally projected to grow at annual rates higher than that of
the overall market.
 
    The IT service industry has evolved into a highly fragmented environment
with a small number of large, national service providers and a large number of
small- and medium-size service providers, usually only regional in scope. Large
IT service providers typically address the IT needs of large organizations with
substantial IT requirements for a wide range of services, whereas smaller IT
service firms provide specialized services of limited scope. Consequently,
middle market organizations typically rely on multiple, often specialized,
providers to help implement and manage their systems. These smaller IT service
providers often lack sufficient breadth and depth of services or industry
knowledge to satisfy these organizations' need for comprehensive solutions. The
Company believes the current reliance by middle market organizations on multiple
service providers creates multiple vendor relationships that are more difficult
and less cost-effective to manage, prevents the existence of a distinct
responsible party and has an adverse impact on the quality and compatibility of
IT solutions. In an attempt to reduce cost and management complexity, many
organizations are seeking to establish preferred vendor relationships with a
small number of IT service providers that are able to address a broad range of
IT service needs.
 
THE CONDOR VISION
 
    The Company intends to create a single-source provider of a wide range of IT
services and solutions to middle market organizations in select vertical
markets. In response to market demand, the Company has assembled a diverse set
of IT services, from planning and consulting to development, integration and
installation of IT systems to desktop services. This broad range of services
will enable clients to use the Company as a single provider for their IT needs,
which should result in tighter integration, minimized risk and greater
management control. In addition, the Company intends to capitalize on the highly
fragmented nature of the IT service industry by pursuing acquisition
opportunities that complement and enhance its existing IT services. The Company
believes that its expertise in providing IT services, industry experience,
client relationships, geographic reach and size will enable it to capitalize on
the anticipated continued growth of the IT needs of middle market organizations.
 
STRATEGY
 
    The Company's objective is to be a leading provider of IT services to middle
market organizations with a focus on select vertical markets. Key elements of
the Company's strategy are presented below.
 
                                       34
<PAGE>
    LEVERAGE CONSULTING SERVICES.  The Company intends to leverage its
high-level planning and strategic consulting services to foster long-term
relationships with clients and to implement technology strategies developed by
the Company. The Company believes that its ability to partner with clients to
define their IT service needs and to deliver the full range of these IT services
provides an attractive single-source solution for its clients.
 
    EXPAND CLIENT RELATIONSHIPS.  The Company believes it should be able to
increase its revenues from existing clients by cross-selling its services. Each
of the Founding Companies specializes in certain areas of the IT service market.
Consolidation of these companies enables the Company to offer a single-source
option for a variety of IT services. The Company believes that the access to and
goodwill derived from its long-term relationships with its clients will provide
it with significant advantages in marketing additional services to existing
clients.
 
    SECURE FULL-SERVICE CONTRACTS.  The Company believes the broader range of IT
services and geographic coverage available from the combination of the Founding
Companies will allow it to become a single-source provider of IT services. The
Company believes that its ability to be a single-source provider will offer a
competitive advantage in meeting the IT requirements of middle market
organizations and will give the Company the opportunity to secure full-service
contracts from a larger group of potential clients.
 
    RECRUIT, TRAIN AND RETAIN TECHNICAL PERSONNEL.  The Company focuses on
recruiting, training and retaining highly skilled IT professionals in response
to the shortage of and significant competition for such professionals. MIS, one
of the Founding Companies, is dedicated solely to identifying, attracting and
staffing IT professionals, and another Founding Company, USComm, will
increasingly concentrate on training such professionals. While these activities
will continue to be conducted primarily on behalf of the Company's clients,
these capabilities also will enable the Company to enhance its ability to staff
Company engagements as it implements its growth strategy. The Company intends to
provide competitive incentives, compensation and benefits in order to retain its
IT professionals, including the use of options to purchase the Common Stock.
 
    EXPAND SERVICES AND GEOGRAPHIC REACH.  The Company plans to expand its
services and add new businesses in order to offer new and existing clients
access to a more complete range of services. The Company intends to expand its
services by addressing emerging technologies, including web-based systems,
Internet, intranet and object-oriented development systems. The Company also
plans to expand its geographic reach based on its clients' needs.
 
    IMPLEMENT DECENTRALIZED MANAGEMENT PHILOSOPHY; ACHIEVE CENTRAL OPERATING
EFFICIENCIES.  The Company intends to operate with a decentralized management
structure to provide superior client service and a motivating environment for
its various subsidiaries. The Company anticipates that finance, accounting,
management information systems, treasury, employee benefits and certain
purchasing arrangements will be managed or provided on a centralized basis. The
Founding Companies and any subsequently acquired businesses will manage the
professional services and technical aspects of their respective businesses in a
manner consistent with their historical practices and as dictated by local
market conditions. The Company believes that this approach will enable the
Founding Companies and any subsequently acquired businesses to maintain their
high level of client service and contact, while allowing them to draw upon the
collective resources of the Company as a whole.
 
    PURSUE STRATEGIC ACQUISITIONS AND ALLIANCES.  Given the highly fragmented
nature of the IT service industry, the Company believes significant acquisition
opportunities exist. The Company seeks to acquire IT service companies to
strengthen its core competencies, to offer complementary services and to
facilitate its expansion into new geographic areas. The Company believes that it
will be regarded by acquisition candidates as an attractive acquiror because of:
(i) the Company's cross-selling strategy, which should offer owners of
acquisition candidates significant opportunities to enhance the growth of their
businesses; (ii) its decentralized operating strategy; (iii) the Company's
increased visibility and access to financial resources
 
                                       35
<PAGE>
as a public company; and (iv) the potential for the owners of the business being
acquired to participate in the Company's planned internal growth and growth
through acquisitions, while at the same time realizing near-term liquidity.
 
    In addition to acquisitions, the Company may seek to form strategic
relationships with business partners to share technical and industry knowledge
and pursue joint marketing opportunities. These relationships typically will
allow the Company to gain access to training, product support and the technology
developed by these partners.
 
SERVICES
 
    The Company offers its clients a single source for a broad range of IT
services. The Company delivers each of these services independently or in
combination to provide a solution to a client's specific IT needs.
 
                       _______CONSULTING SERVICES_______
 
- - IT NEEDS ANALYSIS
 
- - TECHNOLOGY INFRASTRUCTURE DESIGN
 
- - FUTURE TECHNOLOGY PLANNING
  AND REFRESHMENT
 
- - SYSTEMS ARCHITECTURE DEVELOPMENT
 
- - DECISION SUPPORT PLANNING AND ANALYSIS
 
- - BUSINESS PROCESS REENGINEERING
 
- - YEAR 2000 PLANNING AND CONSULTING
 
- - STRATEGIC MARKETING SERVICES
 
                       _________SYSTEM SERVICES_________
 
- - CLIENT/SERVER DEVELOPMENT AND INTEGRATION
 
- - LAN/WAN DESIGN AND IMPLEMENTATION
 
- - PROJECT MANAGEMENT AND RESOURCE PLANNING
 
- - HARDWARE AND SOFTWARE SELECTION
 
- - INFORMATION ACCESS SOFTWARE DESIGN AND IMPLEMENTATION
 
- - SOFTWARE APPLICATION DESIGN AND DEVELOPMENT
 
- - CONTRACT STAFFING AND RECRUITING
 
- - TRAINING AND CONTINUING EDUCATION
 
- - CONFIGURATION, TESTING AND INSTALLATION
 
                         _______DESKTOP SERVICES_______
 
- - HARDWARE AND SOFTWARE PROCUREMENT
 
- - SYSTEMS MAINTENANCE AND SUPPORT
 
- - HARDWARE AND SOFTWARE MAINTENANCE
 
- - HELP-DESK OPERATIONS
 
- - SYSTEMS TESTING AND ENGINEERING
 
CONSULTING SERVICES
 
    STRATEGIC PLANNING AND MANAGEMENT CONSULTING.  The Company's technical
professionals provide strategic planning and management consulting to senior
management, typically through a client's chief executive officer, chief
financial officer or chief information officer. These services involve the
development of long-term technology plans that help the client to achieve
specific strategic business objectives and include IT needs analysis, technology
infrastructure design, future technology planning and refreshment, systems
architecture development, decision support planning and analysis, business
process automation and Year 2000 planning and consulting. The Company's ability
to perform such strategic consulting services gives it the opportunity to
deliver "follow-on" services to implement its recommended technology strategies.
 
    STRATEGIC MARKETING PROGRAM DEVELOPMENT AND IMPLEMENTATION.  The Company
also creates and executes strategic marketing programs for resellers and
manufacturers of software and hardware products. These programs include a wide
range of marketing related services, including marketing strategies, corporate
identity programs, creative development, merchandising programs, publications,
web site development, direct mail, advertising and event planning.
 
                                       36
<PAGE>
SYSTEM SERVICES
 
    DEVELOPMENT, INTEGRATION AND INSTALLATION OF IT SYSTEMS.  The Company offers
its clients a single source for a wide range of IT services required to
successfully design, develop and implement integrated IT solutions in diverse
computing environments. The Company's services include client/server development
and integration; LAN and WAN design and implementation; project management and
resource planning; hardware and software selection; information access software
design and installation; systems migration planning and implementation;
configuration, testing and installation; and software application design and
development. The Company integrates servers, mini-computers and mainframe
systems, workstations, terminals and communication gateways into single
integrated networks. The Company also develops, sells and supports proprietary
software for information access and delivery in the end-user, production-data
market, primarily under the Safari InfoTools brand. This software enables
clients to manage information across virtually all types of databases, computing
platforms and operating systems in a three-tiered, client/ server environment.
 
    CONTRACT STAFFING AND RECRUITING.  The Company contracts to provide both
temporary and permanent personnel with highly specialized technical skills. In
order to obtain the necessary technical personnel for its contract staffing
business, the Company conducts extensive recruiting operations. The Company also
intends to use these recruiting services to fulfill its internal personnel
requirements.
 
    TRAINING AND CONTINUING EDUCATION.  The Company offers IT training through
its training facility in Annapolis, Maryland. The facility, a Microsoft
Authorized Technical Education Center, focuses on Microsoft NT certification
courses. The Company's services also include skills assessment, interactive
learning solutions at the desktop and courseware. The Company intends to expand
its training capabilities, using the Annapolis facility and programs as a model.
The Company also will use these training facilities to fulfill its internal
training requirements.
 
DESKTOP SERVICES
 
    SYSTEMS MAINTENANCE AND SUPPORT.  The Company provides a complete array of
desktop systems maintenance and support services to its clients, including
hardware and software maintenance, help-desk operations and systems testing and
engineering. These services, which are provided both on-site and on a remote
basis, allow clients to make efficient use of their technology tools by
minimizing network disruptions and downtime through the Company's rapid response
to applications inquiries.
 
    PROCUREMENT.  The Company resells hardware and software as part of its
desktop services. The Company maintains a dedicated procurement infrastructure
to manage the acquisition process through purchasing arrangements with
distributors, aggregators and manufacturers. The Company is a certified reseller
of products of leading hardware and software manufacturers, including Microsoft,
IBM, Novell, NEC, 3Com, Compaq, Unisys, Hewlett-Packard and Toshiba.
 
CLIENTS AND ALLIANCE PARTNERS
 
    The Company's clients include a broad array of middle market commercial and
governmental users of IT services. The Company focuses on serving four vertical
markets: insurance and financial services, healthcare, technology and
government. In addition, the Company has established relationships with
"Alliance Partners" that involve joint marketing, software distribution and the
provision of services on a subcontractor basis.
 
    For the year ended December 31, 1997, the Company's top 10 clients accounted
for 49.9% of the Company's pro forma combined revenues. For the quarter ended
March 31, 1998, the Company's top 10 clients accounted for 36.4% of the
Company's pro forma combined revenues. In 1997, no single client accounted for
10% of the Company's pro forma combined revenues, except for the U.S. Postal
Service,
 
                                       37
<PAGE>
which accounted for 10.8% of the Company's pro forma combined revenues. During
the quarter ended March 31, 1998, no single client accounted for 10% of the
Company's pro forma combined revenues.
 
SALES AND MARKETING
 
    The Company's marketing efforts focus on middle market organizations, which
the Company believes typically spend from $2 million to $30 million annually on
their IT needs. In addition, the Company targets the insurance and financial
services, healthcare, technology and governmental markets.
 
    The Company intends to focus its sales and marketing efforts around four
principal goals: (i) continuing to expand the existing sales and marketing
efforts of the Founding Companies; (ii) cross-selling the complementary service
capabilities of the Founding Companies and any subsequently acquired companies
across the Company's client base; (iii) leveraging the experience and reputation
of the Company's senior management to secure middle market, IT service contracts
in the $10 million to $50 million range; and (iv) establishing the Company as a
nationally recognized, full-service provider of IT services.
 
    The Company intends to market its services through each of the sales forces
at the Founding Companies as well as through the Company's corporate sales
force. This approach will allow the Company to market its services independently
or in combination to provide a solution to a client's specific IT needs. The
senior executives of the Founding Companies have historically been the primary
sales and marketing leaders at such companies and will continue to provide this
leadership. The Company intends to add sales and marketing personnel to assist
senior executives in increasing the number of new clients and the amount of
business generated from existing clients.
 
    The Company generates sales leads through referrals from clients and
management consultants, responses to requests for proposals, strategic alliances
with complementary companies, the Company's Internet web sites and associated
links, industry seminars, trade shows, direct telephone and mail campaigns and
advertisements in trade journals. In addition, the Company intends to leverage
the experience and reputation of its senior management team within the IT
service industry. The Company also intends to retain senior industry consultants
to assist in identifying, marketing and securing large IT service contracts with
middle market organizations.
 
    The Company has begun to expand its marketing efforts by coordinating the
Founding Companies' responses to requests for proposals from current clients. In
addition, the Company believes it has a significant opportunity to cross-sell
its IT offerings to its existing client base. Historically, MST, which provides
strategic planning and management consulting at the most senior levels of an
organization, outsourced or partnered with other IT service providers in order
to provide the resources to implement the technology programs it had developed.
The implementation of such technology programs has generated revenues for other
IT service providers that generally exceeded the revenues derived by MST in
providing its services. As a result of the formation of the Company, MST will be
able to offer its clients a wider range of IT services and solutions and capture
revenue opportunities created by its strategic planning and consulting practice.
The Company's senior management has begun to work directly with the Founding
Companies to assist them in identifying and coordinating opportunities to
cross-sell additional services.
 
    The Company has begun to implement marketing and advertising campaigns to
establish the Company as a leading provider of IT offerings to middle market
organizations. The Company believes these efforts will help it obtain new
clients and attract and retain employees.
 
COMPETITION
 
    The market for the Company's services is highly competitive. The Company's
competitors vary in size and in the scope of the products and services that they
offer. Primary competitors generally include consulting and systems integrators,
"Big Six" accounting firms, applications development firms, service
 
                                       38
<PAGE>
groups of computer equipment companies, general management consulting firms,
programming companies, temporary staffing firms and other IT service providers.
Traditionally, the largest service providers have principally focused on
providing full-service solutions to international Fortune 500 companies. An
emerging group of service companies is exploring opportunities in broader
markets, including Cambridge Technology Partners, Perot Systems Corporation,
Renaissance-Registry and Technology Solutions Corp.
 
    There are relatively low barriers to entry into the Company's markets, and
the Company expects to face competition from established and emerging companies.
Increased competition may result in greater pricing pressure, which could
adversely affect the Company's gross margins. In addition, many of the Company's
competitors have greater financial, development, technical, marketing and sales
resources than the Company. As a result, the Company's competitors may be able
to adapt more quickly to new or emerging technologies and to changes in client
requirements, or to devote greater resources than the Company to the
development, promotion, sale and support of IT products and services. In
addition, there is a risk that clients may elect to increase their internal IT
resources to satisfy their IT solutions needs. The Company also intends to enter
new markets and offer new services, and expects to face intense competition in
these new markets from existing and new competitors, particularly since barriers
of entry in the IT service industry are low. There can be no assurance that the
Company will continue to provide IT services and products demanded by the market
or be able to compete successfully with existing or new competitors. An
inability to compete in its market effectively would have a material adverse
effect on the Company's results of operations, financial condition and business.
 
    The Company believes that the principal competitive factors in the IT
service industry include quality of service, availability of qualified technical
personnel, responsiveness to client requirements and needs, price, ability to
deliver on large multi-year contracts, breadth of product and service offerings,
timely completion of projects, adherence to industry technical standards,
capital resources and general market reputation. The Company also believes that
a variety of competitive factors beyond its control, including the capabilities,
resources and reputations of its competitors, may affect the Company's ability
to compete effectively.
 
HUMAN RESOURCES
 
    The Company's success depends in large part upon its ability to attract,
develop, motivate and retain highly skilled technical employees. The Company
dedicates significant resources to employee recruitment and employs multiple
recruiting methods, such as maintaining a presence at local and regional
technical colleges, newspaper and technical periodical classified advertising,
participation in national and regional job fair networks and the establishment
of employee referral incentive programs. The Company supplements its internal
recruiting efforts by using the resources of its contract staffing business,
including access to a database of qualified technical professionals. Qualified
technical employees are in great demand and are likely to remain a limited
resource for the foreseeable future. Candidates are typically screened through
detailed interviews by the Company's recruiting personnel, technical interviews
by consultants and an appraisal by the Company's managers.
 
    The Company has developed programs to help train, motivate and retain its
employees. For example, the Company intends to implement a performance-based
incentive compensation program. The Company also intends to develop training
programs to guide technical personnel continually through a progression of skill
and competency development programs. As another incentive measure, the Company
has issued and will continue to issue options to its employees under its 1997
Long-Term Incentive Plan. Most importantly, in addition to formal programs, the
Company maintains an environment that fosters creativity and recognizes
technical excellence.
 
    The Company is dependent upon its ability to attract, hire and retain
technical personnel who possess the skills and experience necessary to meet the
staffing requirements of its clients and the Company's own personnel needs.
Competition for individuals with proven technical skills is intense. There can
be no
 
                                       39
<PAGE>
assurance the Company will be able to recruit or retain the technical personnel
necessary to execute its business and growth strategy.
 
    As of March 31, 1998, the Company had approximately 580 employees. None of
the Company's employees is represented by a collective bargaining agreement.
Although most consultants are Company employees, the Company does engage
consultants as independent contractors from time to time. The Company considers
its relations with its employees to be good.
 
FACILITIES
 
    The Company's headquarters are located in Annapolis, Maryland. In addition
to its headquarters, the Company leases office space and warehouse space as
follows:
 
<TABLE>
<CAPTION>
          LOCATION                                                                        TYPE
- --------------------------------------------------------------------  --------------------------------------------
<S>                                                                   <C>
        Allentown, PA...............................................  Warehouses
        Annapolis, MD...............................................  Office/Training Center/Warehouse
        Andover, MA.................................................  Office/Warehouse
        Boston, MA..................................................  Office
        Dallas, TX..................................................  Office
        Denver, CO..................................................  Office
        Falls Church, VA............................................  Office
        Framingham, MA..............................................  Office
        Hanover, Germany............................................  Office
        Joplin, MO..................................................  Office
        Langhorne, PA...............................................  Office/Warehouse
        Lincoln, NE.................................................  Office
        McLean, VA..................................................  Office
        Oklahoma City, OK...........................................  Office
        Pittsburgh, PA..............................................  Office
        San Jose, CA................................................  Office
        Scottsdale, AZ..............................................  Office
        Seal Beach, CA..............................................  Office
        St. Louis, MO...............................................  Office
        Tulsa, OK...................................................  Office
        Utrecht, The Netherlands....................................  Office
        Vienna, VA..................................................  Warehouse
</TABLE>
 
    The leases expire at various times between 1998 and 2007. The aggregate
square footage for all of the Company's offices and warehouses is 118,877 square
feet.
 
    The Company has entered into a four-year lease agreement (subject to a
five-year renewal option), dated March 1, 1998, with Annapolis Office Plaza LLC
for 5,200 square feet of office space. The first year's annual rental payments
for such lease are $109,200, increasing three percent per year thereafter.
 
    The Company has entered into a lease agreement, dated August 1, 1997 and as
amended on December 12, 1997, with Tysons II Development Co. Limited Partnership
for 4,121 square feet of leased space at 1650 Tysons Boulevard, Suite 650,
McLean, Virginia. Under the agreement, which expires on July 31, 2007, subject
to a five-year renewal option, the Company is responsible for annual rental
payments totaling approximately $144,600. In May 1998, the Company closed a
sublease agreement with rental payments to begin July 1, 1998.
 
                                       40
<PAGE>
LEGAL PROCEEDINGS
 
    In the course of Condor's consolidation efforts, SCM LLC d/b/a The
Commonwealth Group ("Commonwealth") and Condor negotiated with Emtec, Inc.
("Emtec"), an IT service company based in Pennsylvania, with a view to Emtec
becoming one of the Founding Companies. As part of this process, Emtec's
investment banker and the promoter of the offering, Commonwealth, executed two
confidentiality agreements pursuant to which each agreed, among other things,
not to disclose certain confidential information and Commonwealth agreed that it
would not seek to enter into a business transaction with any companies to be
introduced to it by Emtec's investment banker for a period of two years without
such investment banker's prior written consent. On October 18, 1997, Emtec filed
a Complaint in the United States District Court for the Eastern District of
Pennsylvania against Condor, Commonwealth, J. Marshall Coleman, a Managing
Director of Commonwealth and the former Chairman of the Board of Condor, and
Kennard F. Hill, the Company's Chairman of the Board and Chief Executive
Officer, alleging breach of contract, tortious interference with Emtec's
business relationship with Corporate Access and CHMC, two of the Founding
Companies, and misappropriation of a trade secret arising out of the
participation of CHMC and Corporate Access in the consolidation and the Offering
without Emtec's written consent. In connection with the three causes of action,
Emtec seeks an injunction restraining Condor and Commonwealth from engaging in
any business transaction with CHMC or Corporate Access through May 13, 1999,
demands that the defendants disgorge the financial benefits that they have and
will obtain as a result of their breach of contract and seeks compensatory and
punitive damages. On December 31, 1997, the defendants filed an Answer, denying
the allegations and asserting various affirmative defenses. Pre-trial discovery
proceedings have almost concluded, and the case is scheduled to be ready for
trial on or after June 1, 1998. Condor believes that Emtec's allegations are
without merit and that, in any event, the ultimate resolution of this action
will not have a material adverse effect on the Company's results of operations,
financial position or cash flows. The Company has agreed to indemnify CHMC's
directors, officers and stockholders against any liability such persons may
incur as a result of any claims brought by Emtec against any of them that
directly related to CHMC's participation as a Founding Company. Commonwealth has
agreed to indemnify the Company with regard to any final judgment or settlement
arising out of the above action or any similar action. Commonwealth's
obligations under such agreement have been guaranteed by the three members of
Commonwealth.
 
                                       41
<PAGE>
                                   MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
    The following table sets forth the names, ages and other information
concerning those persons who are directors and executive officers of the
Company.
 
<TABLE>
<CAPTION>
NAME                                                  AGE     POSITION
- -------------------------------------------------  ---------  -----------------------------------------------------
<S>                                                <C>        <C>
Kennard F. Hill..................................         57  Chairman of the Board and Chief Executive Officer
C. Lawrence Meador...............................         51  Vice Chairman of the Board
Daniel J. Roche..................................         36  President and Chief Operating Officer
William J. Caragol, Jr...........................         31  Vice President and Chief Financial Officer
Peter T. Garahan.................................         51  Director
Ann Torre Grant..................................         40  Director
William E. Hummel................................         35  Director
Dennis Logue.....................................         54  Director
Edward J. Mathias................................         56  Director
William M. Newport...............................         62  Director
</TABLE>
 
    Kennard F. Hill has been Chief Executive Officer and a director of the
Company since January 1997. He became Chairman of the Board of the Company
effective upon the closing of the Offering in February 1998. Mr. Hill was Group
President at I-NET, Inc., a network computing and systems integration services
company, from September 1995 to December 1996. From June 1993 to June 1995, Mr.
Hill was President and Chief Executive Officer of Insource Technology, Inc., an
IT consulting firm. From June 1992 to June 1993, Mr. Hill was a private
consultant on client/server acquisition strategy in the healthcare industry.
From 1988 to July 1992, Mr. Hill was Chief Executive Officer of DataLine Inc., a
data processing and IT firm. From 1968 to 1988, Mr. Hill was employed by
Electronic Data Systems Corporation, a full-service IT provider ("EDS"). He
served as President of General Motors-EDS for North America from 1985 to 1988.
At EDS, Mr. Hill also served as chief of the Healthcare Division, having
previously served as its Director of Sales. Mr. Hill also was an officer of
EDS's Federal Corp. subsidiary and a director of its National Heritage Insurance
Corp. subsidiary, which provides healthcare underwriting for lower-income
policyholders. In December 1994, Mr. Hill filed a voluntary petition in
bankruptcy in order to discharge indebtedness arising out of his divorce and
several partnerships in which he was a limited partner. The bankruptcy was
discharged in January 1996. Mr. Hill attended the University of Texas and served
two tours of duty as a United States Army pilot in Vietnam.
 
    C. Lawrence Meador has been Vice Chairman of the Board of Directors of the
Company and Chief Executive Officer of MST since the closing of the Offering in
February 1998. Mr. Meador is the founder and has been the President of MST, a
Founding Company, since 1992. Since January 1996, Mr. Meador has served, under
an MST contract, as the Chief Information Officer of CIGNA Property and
Casualty, an insurance company. All fees payable by CIGNA Property and Casualty
in connection with Mr. Meador's services as the Chief Information Officer of
CIGNA Property and Casualty are payable to MST. Mr. Meador has also been on the
academic staff of the Massachusetts Institute of Technology for over 20 years,
during which period he was a consultant to numerous international Fortune 1000
companies, governmental bodies and other organizations. Mr. Meador received a
bachelor of science degree from the University of Texas and masters degrees in
management and mechanical engineering from the Massachusetts Institute of
Technology.
 
    Daniel J. Roche became Chief Operating Officer of the Company effective
October 27, 1997 and became President of the Company effective upon the closing
of the Offering. Mr. Roche previously served as the Chief Operating Officer and
Executive Vice President of BSG, an IT service division of Medaphis Corp. that
focuses on client/server and network technologies. From 1991 to May 1996, Mr.
Roche was the
 
                                       42
<PAGE>
President and Chief Executive Officer of Rapid Systems Solutions, Inc. ("RSSI"),
a provider of client/ server applications with competencies in database
management systems, networking, communications and graphical user interfaces,
which Mr. Roche founded and which Medaphis Corp. acquired in May 1996. Mr. Roche
is cooperating with and has been deposed by the Securities and Exchange
Commission (the "Commission") in connection with an ongoing non-public
investigation by the Commission into certain trading and other issues related to
announcements by Medaphis in August and October 1996 of its results of
operations, including Mr. Roche's disposition of Medaphis stock that he received
in the RSSI acquisition. Mr. Roche has informed the Commission that he sold his
stock in compliance with Medaphis's internal policies, the terms of the RSSI
acquisition agreement and without knowledge of any material, non-public
information regarding Medaphis. From 1985 to 1990, Mr. Roche was an Associate at
Booz-Allen & Hamilton. Mr. Roche received a masters degree in computer science
from The Johns Hopkins University and a bachelor of science degree in computer
science from Central Michigan University.
 
    William J. Caragol, Jr. was appointed Vice President and Chief Financial
Officer of the Company in March 1998. Prior to that, he was Vice
President-Finance of the Company since October 1997. Prior to joining Condor, he
was a Senior Manager in the High Technology Service Group of Deloitte & Touche
LLP, which he joined in 1989. As a member of the High Technology Service Group,
Mr. Caragol provided comprehensive accounting services to publicly-held U.S.
corporations in the technology sector. Mr. Caragol is a Certified Public
Accountant and is a member of the American Institute of Certified Public
Accountants. He received a bachelor of science degree in accounting and business
administration from Washington & Lee University.
 
    Peter T. Garahan has been a director of the Company since the closing of the
Offering in February 1998. Mr. Garahan has been a principal of The Ryegate
Group, a strategic and financing consulting firm, since January 1997. From March
1995 to December 1996, Mr. Garahan was Executive Vice President - Sales and
Marketing of Mitchell International, an IT company servicing the automotive
industry and a subsidiary of the Thomson Corporation, a major publishing and
information company. From May 1992 through December 1996, Mr. Garahan was
President of Mitchell Medical, formerly Medical Decision Systems, a software
company specializing in automotive medical insurance claims analysis. Mr.
Garahan received a bachelor of arts degree from the State University of New York
at Stony Brook and a masters degree in business administration from Cornell
University. Mr. Garahan serves on the board of directors of each of AmTeva
Technologies, a voice services software company, and National Medical Advisory
Service, a litigation consulting firm. Mr. Garahan is a veteran of the United
States Navy.
 
    Ann Torre Grant has been a director of the Company since March 1998. Ms.
Grant has been a strategic and financial consultant since December 1997. Ms.
Grant was Executive Vice President and Chief Financial Officer of NHP,
Incorporated ("NHP"), a multifamily property management company, from February
1995 until the sale of NHP in December 1997. From 1988 to February 1995, Ms.
Grant held various corporate finance positions with U.S. Airways, serving as
Vice President and Treasurer from 1991 to 1995. Since August 1997, Ms. Grant has
been a director of SLM Holding Co. and its subsidiary, Sallie Mae, since
September 1994, and she has been a director of Franklin Mutual Series Mutual
Funds. Ms. Grant received a bachelor in business administration from University
of Notre Dame and a masters in business administration from Cornell University.
 
    William E. Hummel has been a director of the Company since the closing of
the Offering in February 1998. Mr. Hummel has been President of Federal, a
Founding Company, since June 1994. From June 1984 to May 1994, Mr. Hummel was
President of Federal Datatronics Division, Inc., a systems integration company
servicing the federal government. Mr. Hummel received a bachelor of science
degree in business administration from Drake University.
 
    Dennis Logue has been a director of the Company since March 1998. Mr. Logue
has held various faculty positions at the Amos Tuck School of Business
Administration at Dartmouth College since 1974, including Professor of
Management since July 1985 and Associate Dean from July 1989 to June 1993.
 
                                       43
<PAGE>
From January 1994 to January 1995, Mr. Logue was the Economic Advisor to the
Governor of New Hampshire. Prior to joining the faculty at the Amos Tuck School
in 1974, Mr. Logue taught at Indiana University and worked at the U.S. Treasury
as a senior research economist. In addition, Mr. Logue has been a visiting
professor at the University of California at Berkeley, the University of
Virginia and Georgetown University. Mr. Logue was a founder and has served on
the board of directors of Ledyard National Bank since 1991. Mr. Logue is also a
Trustee of Crossroads Academy and a Trustee of the Josiah Bartlett Center for
Public Policy. Mr. Logue received a bachelor of arts degree in English and
philosophy from Fordham University, a masters degree in business administration
from Rutgers University and a Ph.D. in managerial economics from Cornell
University.
 
    Edward J. Mathias has been a director of the Company since the closing of
the Offering in February 1998. Mr. Mathias has been a Managing Director of The
Carlyle Group, a Washington, D.C.-based merchant bank, since January 1994. Prior
to joining Carlyle, Mr. Mathias held various positions at T. Rowe Price
Associates, Inc., an investment management firm, from June 1971 to December
1993, serving most recently as a Managing Director. He received a masters degree
in business administration from Harvard Business School and a bachelor of arts
degree from the University of Pennsylvania. Mr. Mathias also serves on the board
of directors of U.S. Office Products, an office products distributor, Fortress
Group, U.S.A. Floral Products, Inc., Sirrom Capital and PathoGenesis.
 
    William M. Newport has been a director of the Company since the closing of
the Offering in February 1998. In addition, Mr. Newport has been a Director and
Chairman of the Audit Committee of the Corporation for National Research
Initiatives, an independent non-profit research and development organization,
since 1990. Mr. Newport has also been a director of Ovum Holdings plc, a
privately held London based consulting firm specializing in communications and
IT, since January 1997 and a director of Authentix Network, Inc., a privately
held company engaged in providing cellular roaming fraud prevention solutions to
the cellular industry, since July 1996. Mr. Newport has been the Chairman of the
Board of Ursus Telecom Corporation, an international telecommunications service
company headquartered in Sunrise City, Florida since April 1998. Mr. Newport was
an executive at Bell Atlantic Corporation from 1983 to December 1992, most
recently as Vice President, Strategic Planning. Mr. Newport received a bachelor
of science degree in electrical engineering from Purdue University and a master
of science degree in management from the Sloan School of Business at the
Massachusetts Institute of Technology, which he attended as a Sloan Fellow.
 
    All officers serve at the discretion of the Board of Directors.
 
BOARD CLASSIFICATION
 
    The Board of Directors is divided into three classes of directors, with
directors serving staggered three-year terms, expiring at the annual meeting of
stockholders in 1998, 1999 and 2000, respectively. See "Description of Capital
Stock." At each annual meeting of stockholders, one class of directors will be
elected for a full term of three years to succeed that class of directors whose
terms are expiring. Directors whose terms expire in 1998 are Messrs. Garahan and
Meador; the directors whose terms expire in 1999 are Messrs. Logue, Mathias and
Hummel; and the directors whose terms expire in 2000 are Messrs. Newport and
Hill and Ms. Grant.
 
BOARD COMMITTEES
 
    The Board of Directors has established an Audit Committee and a Compensation
Committee, both of which are composed of independent directors. The Audit
Committee reviews the results and scope of the audit and other services provided
by the Company's independent accountants and consists of Ms. Grant and Messrs.
Newport and Logue. The Compensation Committee approves salaries and certain
incentive compensation for management and key employees of the Company,
administers the 1997 Long-Term Incentive Plan and consists of Messrs. Garahan
and Mathias and Ms. Grant.
 
                                       44
<PAGE>
DIRECTOR COMPENSATION
 
    Directors who are also employees of the Company or one of its subsidiaries
do not receive additional compensation for serving as directors. Each director
who is not an employee of the Company or one of its subsidiaries receives an
annual retainer fee of $5,000. In addition, under the Company's 1997 Long-Term
Incentive Plan, each person serving as a non-employee director at the
commencement of the Offering was granted automatically an option to acquire
10,000 shares of Common Stock, and each person who subsequently becomes a
non-employee director will be granted automatically an initial option to acquire
10,000 shares upon such person's initial election as a director. In addition,
each such non-employee director will be granted, subject to a certain exception,
an annual option to acquire 5,000 shares at each annual meeting of the Company's
stockholders thereafter at which such director is re-elected or remains a
director. Each such option will have an exercise price equal to the fair market
value per share of Common Stock on the date of grant. See "--1997 Long-Term
Incentive Plan." Directors also will be reimbursed for out-of-pocket expenses
incurred in attending meetings of the Board of Directors or committees thereof,
in their capacity as directors.
 
    For consulting services rendered prior to becoming a director, Ann Torre
Grant was paid $25,000 in February 1998.
 
EXECUTIVE COMPENSATION
 
    The following table sets forth information regarding the compensation of the
Company's President and Chief Executive Officer in 1997. No other executive
officer's total salary and bonus exceeded $100,000 in 1997. In addition, no
executive officers were granted options in or prior to 1997.
 
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                                 ANNUAL COMPENSATION
                                                                               -----------------------
NAME AND POSITION                                                     YEAR       SALARY       BONUS
- ------------------------------------------------------------------  ---------  ----------  -----------
<S>                                                                 <C>        <C>         <C>
Kennard F. Hill-President and Chief Executive Officer                    1997  $  216,000      --
</TABLE>
 
EMPLOYMENT AGREEMENTS; COVENANTS-NOT-TO-COMPETE
 
    The Company has entered into the following employment agreements with
Messrs. Hill, Meador, Roche and Caragol.
 
    Mr. Hill has entered into an employment agreement with the Company,
effective as of January 2, 1997, providing for an annual base salary of $216,000
until the closing of the Offering and $300,000 after the closing of the
Offering. Mr. Hill also will participate in the bonus program to be established
by the Company in the same manner as the other executives as described below. A
trust, of which Mr. Hill is a trustee, acquired 174,652 shares of the Common
Stock and Mr. Hill was granted options to purchase 150,000 shares of Common
Stock, pursuant to his employment agreement. Mr. Hill's employment agreement has
a three-year term with automatic renewals for successive one-year periods (each
a "Renewal Period") unless, within 30 days prior to the termination of any such
period, either party shall have given written notice to the other party that the
term shall not be so extended. If the Company terminates Mr. Hill's employment
other than for cause (Renewal Periods included), he will receive severance pay
equal to 100% of his base salary for the period of time that would have been
remaining in the initial term or any Renewal Period of his employment agreement,
as the case may be.
 
    Each of Messrs. Meador, Roche and Caragol has entered into an employment
agreement with the Company providing for an annual base salary of $431,815,
$220,000 and $135,000, respectively, and a bonus to be determined annually in
accordance with an annual bonus program of the Company for senior
 
                                       45
<PAGE>
executives, which bonus shall be contingent upon the achievement of certain
corporate and/or individual performance goals established by the Compensation
Committee. Mr. Meador's agreement provides that he shall be paid a special bonus
equal to 1% of the total purchase price or total investment for any acquisition
or joint venture by the Company that Mr. Meador identifies and in which he
assists in the closing thereof. Mr. Meador's employment agreement was effective
as of the closing of the Offering for a term of three years. Mr. Caragol's
employment agreement was effective as of November 1, 1997 for a term of three
years. Mr. Roche's employment agreement was effective as of October 27, 1997 for
a term of three years. Effective as of the expiration of each such initial term
and as of each anniversary date thereof, the term shall be extended
automatically for an additional 12-month period on the same terms and conditions
existing at the time of renewal unless, not later than two months prior to each
such respective date, either party shall have given notice to the other party
that the term shall not be so extended.
 
    Each of these agreements provides that, in the event of a termination of
employment by the Company without cause (other than upon the death or disability
of the employee) or by the employee for good reason (including (i) a material
breach by the Company of the compensation and benefits provisions set forth in
the agreement; (ii) a material breach by the Company of any other term of the
agreement; (iii) except in the case of Mr. Hill, a notice of termination by such
employee following a Change of Control of the Company, as defined in the
agreement; (iv) except in the case of Mr. Hill and Mr. Caragol, a material
diminution in the employee's duties or responsibilities, as defined under the
agreement; or (v) in the case of Mr. Meador, if he is no longer a director of
the Company or MST), the employee shall be entitled to severance payments equal
to the employee's base salary as in effect immediately prior to such termination
over the longer of the then-remaining term or 12 months (the "Severance
Period"). In addition, under the foregoing circumstances, all options to
purchase Common Stock issued to the employee shall become immediately vested and
exercisable and, subject to the 1997 Long-Term Incentive Plan, shall remain
exercisable during the Severance Period.
 
    Pursuant to his employment agreement, Mr. Roche acquired 139,722 shares of
the Company's Common Stock. In addition, options to purchase 75,000 shares of
the Company's Common Stock have been granted to Mr. Roche. See "--1997 Long-Term
Incentive Plan."
 
    Each of the aforementioned employees will also be entitled to coverage under
the group medical care, disability and life insurance benefit plans or
arrangements in which such employee is participating at the time of termination,
for the continuation of the Severance Period, provided such employee does not
have comparable substitute coverage from another employer. Each employment
agreement contains a covenant-not-to-compete with the Company without the prior
approval of the Board of Directors of the Company. The covenant-not-to-compete
is in effect during the period of employment, as well as during the Severance
Period, if applicable. In the case of Mr. Meador, the covenant-not-to-compete is
in effect initially for a period of four years from the closing of the Offering
and remains in effect thereafter during his employment period. In the event Mr.
Meador is terminated by the Company without cause or he resigns for good reason,
the Company must continue to pay him his base salary in order to keep the
covenant-not-to-compete in effect beyond the Severance Period.
 
1997 LONG-TERM INCENTIVE PLAN
 
    In October 1997, the Board of Directors and the Company's stockholders
approved the Company's 1997 Long-Term Incentive Plan, which was amended in
November 1997 (as amended, the "Plan"). The purpose of the Plan is to provide a
means by which the Company can attract and retain executive officers, key
employees, directors, consultants and other service providers and to compensate
such persons in a way that provides additional incentives and enables such
persons to increase their ownership interests in the Company. Individual awards
under the Plan may take the form of one or more of: (i) either incentive stock
options ("ISOs") or non-qualified stock options ("NQSOs"); (ii) stock
appreciation rights ("SARs"); (iii) restricted or deferred stock; (iv) dividend
equivalents; (v) bonus shares and awards in lieu of Company
 
                                       46
<PAGE>
obligations to pay cash compensation; and (vi) other awards the value of which
is based in whole or in part upon the value of the Common Stock.
 
    The Plan will generally be administered by a committee (the "Committee"),
which initially has been the Compensation Committee of the Board, except that
the Board will itself perform the Committee's functions under the Plan for
purposes of grants of awards to non-employee directors, and may perform any
other function of the Committee as well. The Committee generally is empowered to
select the individuals who will receive awards and the terms and conditions of
those awards, including exercise prices for options and other exercisable
awards, vesting and forfeiture conditions (if any), performance conditions, the
extent to which awards may be transferable and periods during which awards will
remain outstanding. Awards may be settled in cash, shares, other awards or other
property, as determined by the Committee.
 
    The maximum number of shares of Common Stock that may be subject to
outstanding awards under the Plan at any time may not exceed 12% of the
aggregate number of shares of Common Stock outstanding, minus the number of
shares previously issued pursuant to awards granted under the Plan. The number
of shares deliverable upon exercise of ISOs is limited to 1,000,000. The Plan
also provides that no participant may be granted in any calendar year (i)
options or SARs exercisable for more than 400,000 shares; or (ii) other awards
that may be settled by delivery of more than 200,000 shares, and limits payments
under cash-settled awards in any calendar year to an amount equal to the fair
market value of that number of shares as of the date of grant or the date of
settlement of the award, whichever is greater.
 
    In addition to authorizing grants of awards to any eligible person in the
discretion of the Committee, the Plan authorizes automatic grants of NQSOs to
non-employee directors. Under these provisions, each person serving as a
non-employee director was granted an initial option to acquire 10,000 shares,
and each person who subsequently becomes a non-employee director will be granted
an initial option to acquire 10,000 shares upon such person's initial election
as a director. In addition, these provisions authorize the automatic annual
grant to each non-employee director of an option to purchase 5,000 shares at
each annual meeting of stockholders following the Offering unless that director
was granted an initial option during the preceding three months. The number of
shares to be subject to initial or annual options to be granted after the first
annual meeting of stockholders following the Offering may be altered by the
Board of Directors. These options will have an exercise price equal to the fair
market value of Common Stock on the date of grant (in the case of options
granted in connection with the Offering, the exercise price was the initial
public offering price per share in the Offering), and the options will expire at
the earlier of 10 years after the date of grant or one year after the date the
participant ceases to serve as a director of the Company for any reason, and
generally will become exercisable one year after the date of grant, except that
an option may be forfeited upon a participant's termination of service as a
director for reasons other than death or disability if the date of termination
is less than 11 months after the date of grant.
 
    In connection with the Offering, in addition to the options automatically
granted to non-employee directors, options in the form of NQSOs to purchase a
total of 285,000 shares of Common Stock of the Company were granted to executive
officers of the Company as follows: 150,000 shares to Mr. Hill, 75,000 shares to
Mr. Roche and 60,000 shares to Mr. Caragol. In addition, options to purchase
709,415 shares were granted to directors of the Company and other employees of
the Company and to employees of the Founding Companies in connection with the
Offering. Each of the foregoing options had an exercise price equal to the
initial public offering price per share in the Offering, and will vest as to 33%
each on the date that is 12 months, 24 months and 36 months after the date of
closing of the Offering. Unvested options generally will be forfeited upon a
participant's voluntary termination of employment. Upon a change of control of
the Company (as defined), vesting will be accelerated. The options generally
will expire on the earlier of 10 years after the date of grant or three months
after termination of employment (immediately in the event of a termination for
cause), unless otherwise determined by the Committee. At May 26, 1998, options
in the form of NQSOs to purchase 1,192,875 shares of Common Stock of the Company
were outstanding under the 1997 Long-Term Incentive Plan.
 
                                       47
<PAGE>
    In connection with the Mergers, the Company assumed options to acquire
shares of common stock of certain of the Founding Companies which, following the
Mergers, constitute options to purchase an aggregate of 62,471 shares of Common
Stock at an exercise price equal to the initial public offering price per share.
The other terms of such options are the same as the terms of the options
described in the preceding paragraph.
 
    The Company generally will be entitled to a tax deduction equal to the
amount of compensation realized by a participant through awards under the Plan,
except (i) no deduction is permitted in connection with ISOs if the participant
holds the shares acquired upon exercise for the required holding periods; and
(ii) deductions for some awards could be limited under the $1.0 million
deductibility cap of Section 162(m) of the Internal Revenue Code. This
limitation, however, should not apply to awards granted under the Plan during a
grace period of approximately three years following the Offering, and should not
apply to certain options, SARs and performance-based awards granted thereafter
if the Company complies with certain requirements under Section 162(m).
 
    The Plan will remain in effect until terminated by the Board of Directors.
The Plan may be amended by the Board of Directors without the consent of the
stockholders of the Company, except that any amendment, although effective when
made, will be subject to stockholder approval if required by any federal or
state law or regulation or by the rules of any stock exchange or automated
quotation system on which the Common Stock may then be listed or quoted. The
number of shares reserved or deliverable under the Plan, the annual
per-participant limits, the number of shares subject to options automatically
granted to non-employee directors and the number of shares subject to
outstanding awards are subject to adjustment in the event of stock splits, stock
dividends and other extraordinary corporate events.
 
                                       48
<PAGE>
                              CERTAIN TRANSACTIONS
 
    Condor was formed in August 1996. Condor was initially capitalized by
Commonwealth, a Virginia-based merchant banking firm, of which J. Marshall
Coleman, formerly the Chairman of the Board of Condor, is a member. In
connection with the organization of the Company, members of Commonwealth
acquired 1,204,223 shares of Common Stock in exchange for consulting, financial
advisory and capital raising services provided by members of Commonwealth to
Condor and the commitment of a member of Commonwealth to provide the funds
necessary to effect the Mergers and the Offering. These shares were distributed
to the members of Commonwealth, Mr. Coleman, James J. Martell, Jr. and Charles
F. Smith, in November 1997. Commonwealth was reimbursed for the funds advanced
by it to the Company out of the proceeds of the Offering, together with interest
on such advances at the prime rate. Such advances aggregated approximately $2.5
million as of the closing of the Offering.
 
    Simultaneously with the closing of the Offering, Condor acquired by merger
all of the issued and outstanding stock of the eight Founding Companies, at
which time each Founding Company became a wholly owned subsidiary of the
Company. The aggregate consideration paid by Condor in the Mergers consisted of
(i) approximately $47.1 million in cash; (ii) 2,307,693 shares of Common Stock,
for an aggregate value of approximately $30.0 million; and (iii) approximately
$1.3 million of indebtedness of the Founding Companies assumed by the Company.
The Company also assumed options to purchase shares of common stock of one of
the Founding Companies, which constitute options to purchase an aggregate of
62,471 shares of Common Stock of the Company at the initial public offering
price.
 
    The consideration to be paid for the Founding Companies was determined
through arm's-length negotiations between Condor and the representatives of each
Founding Company. The factors considered by the Company in determining the
consideration paid included, among others, the historical operating results, the
net worth, the amount and type of indebtedness and the future prospects of the
Founding Companies. Each Founding Company was represented by independent counsel
in the negotiation of the terms and conditions of the Mergers. Immediately prior
to the Mergers, one of the Founding Companies repurchased certain shares held by
a minority stockholder for $2.0 million and distributed $1.0 million to its
stockholders and another Founding Company distributed $4.0 million to certain
stockholders.
 
    The aggregate consideration paid by Condor for each of the Founding
Companies was as follows:
 
<TABLE>
<CAPTION>
                                                 COMMON STOCK
                                           -------------------------                     DEBT
FOUNDING COMPANY                             NUMBER    DOLLAR VALUE       CASH         ASSUMED         TOTAL
- -----------------------------------------  ----------  -------------  -------------  ------------  -------------
<S>                                        <C>         <C>            <C>            <C>           <C>
MST (1)..................................     603,846  $   7,850,000  $   9,750,000  $    550,000  $  18,150,000
CHMC.....................................     146,154      1,900,000     17,100,000       200,000     19,200,000
Federal (2)..............................     576,923      7,500,000      7,500,000                   15,000,000
Corporate Access.........................     200,000      2,600,000      5,200,000                    7,800,000
ISSI (3).................................     538,462      7,000,000      5,000,000        28,000     12,028,000
USComm (4)...............................      46,154        600,000        600,000       130,000      1,330,000
InVenture (5)............................      57,692        750,000        750,000                    1,500,000
MIS (6)..................................     138,462      1,800,000      1,200,000       371,000      3,371,000
                                           ----------  -------------  -------------  ------------  -------------
Total....................................   2,307,693  $  30,000,000  $  47,100,000  $  1,279,000  $  78,379,000
                                           ----------  -------------  -------------  ------------  -------------
                                           ----------  -------------  -------------  ------------  -------------
</TABLE>
 
- ------------------------
 
(1) Pursuant to an earn-out, contingent consideration of up to $8,400,000 may be
    paid, $2,520,000 of which would be paid in cash and the remainder of which
    would be paid in Common Stock, depending on MST's pre-tax income in 1998,
    1999 and 2000.
 
                                       49
<PAGE>
(2) Pursuant to an earn-out, contingent consideration of up to $9,000,000 may be
    paid, $3,150,000 of which would be paid in cash and the remainder of which
    would be paid in Common Stock, depending on Federal's pre-tax income in 1998
    and 1999.
 
(3) Pursuant to an earn-out, contingent consideration of up to $14,000,000 may
    be paid, $4,200,000 of which would be paid in cash and the remainder of
    which would be paid in Common Stock, depending on ISSI's pre-tax income in
    1998 and 1999.
 
(4) Pursuant to an earn-out, contingent consideration of up to $5,000,000 may be
    paid, $1,500,000 of which would be paid in cash and the remainder of which
    would be paid in Common Stock, depending on USComm's pre-tax income in 1998
    and 1999.
 
(5) Pursuant to an earn-out, contingent consideration of up to $9,500,000 may be
    paid, $3,166,667 of which would be paid in cash and the remainder of which
    would be paid in Common Stock, depending on InVenture's pre-tax income in
    1998 and 1999.
 
(6) Pursuant to an earn-out, contingent consideration of up to $5,500,000 may be
    paid, $2,200,000 of which would be paid in cash and the remainder of which
    would be paid in Common Stock, depending on MIS's pre-tax income in 1998 and
    1999.
 
    Each of the stockholders of the Founding Companies has agreed not to compete
with the Company for four years, commencing on the date of the closing of the
Offering.
 
    In connection with the Merger of MST into the Company, and as consideration
for his interest in MST, Mr. Meador, who is an executive officer, director and
holder of more than 5% of the outstanding shares of Common Stock of the Company,
received 603,846 shares of Common Stock and approximately $9.8 million in cash.
 
OTHER TRANSACTIONS
 
    One of the Founding Companies, CHMC, had a financing arrangement that had
been personally guaranteed by certain of its stockholders. At December 31, 1997,
the aggregate amount of CHMC's current financing that was subject to personal
guarantees was approximately $2.2 million. Subsequent to the Merger, the Company
assumed the personal guarantees on such financing arrangements.
 
    During 1995, 1996 and 1997 MST paid approximately $86,000, $245,000 and
$77,000, respectively in consulting fees to two companies that have directors in
common with MST under arm's-length terms.
 
    Federal earned consulting fees from certain of its affiliates of
approximately $394,000 for the year ended October 31, 1995 under agreements
entitling Federal to receive a portion of such affiliates' contract profits.
Federal incurred consulting fees from such affiliates of approximately $496,000
for the year ended October 31, 1995 for their work in helping to obtain and
service contracts. During 1995, Federal acquired 100% of the outstanding stock
of these affiliated companies.
 
    Federal previously owned a 22% limited partnership in which Federal's former
majority shareholder was a general partner. The partnership owned the building
that Federal occupies. Federal was leasing the office space in this building
from the partnership on a month-to-month basis, and a portion of Federal's
office space was being subleased to entities owned by such shareholder. On
January 10, 1995, the partnership sold the building to a third party and was
dissolved, resulting in a loss to Federal of $128,000 for the year ended October
31, 1995.
 
    On October 1, 1996, J. Patrick Horner and Gary Wright entered into separate
agreements with Commonwealth, the founder of Condor, pursuant to which Messrs.
Horner and Wright were appointed as directors of Condor. Under such agreements,
Mr. Horner received a monthly retainer of $15,000 in exchange for his
consulting, financial advisory and related services to Condor, and Mr. Wright
received a monthly retainer of $10,000 in exchange for his consulting, financial
advisory and related services to
 
                                       50
<PAGE>
Condor. In addition, in November 1996, Messrs. Horner and Wright acquired 70,281
and 17,465 shares of Common Stock, respectively, subject to a repurchase option,
as further consideration for consulting, financial advisory and related services
provided by each of them to Condor, and Condor agreed to grant each options to
purchase 52,396 shares of Common Stock (each, an "Option") upon the successful
completion of the Offering. On August 21, 1997, Mr. Horner and Commonwealth
agreed to modify Mr. Horner's arrangement as follows: (i) Mr. Horner resigned
from the Board of Directors effective as of July 31, 1997; (ii) the parties
agreed that the $15,000 monthly payments will continue until the closing of the
Offering and that, after the closing, the Company will enter into a consulting
agreement with Mr. Horner at a rate of $15,000 per month for a one-year term;
and (iii) Mr. Horner relinquished his Option in exchange for a cash payment of
$50,000 at the closing of the Offering. Also on August 21, 1997, Commonwealth
and Mr. Wright agreed to modify his arrangement as follows: (i) Mr. Wright
resigned from the Board of Directors effective as of July 31, 1997; (ii) the
$10,000 monthly payments will continue until the closing of the Offering; (iii)
Mr. Wright relinquished his Option; and (iv) Mr. Wright acquired an additional
26,460 shares of Common Stock as consideration for the foregoing and additional
consulting, financial advisory and related services provided by him.
 
COMPANY POLICY
 
    The Company expects that, in the future, any transactions between officers,
directors or holders of more than 5% of the Common Stock will be minimal and
will be approved by a majority of the disinterested members of the Board of
Directors.
 
                                       51
<PAGE>
                             PRINCIPAL STOCKHOLDERS
 
    The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of May 28, 1998 by (i) each
person known to beneficially own more than 5% of the outstanding shares of
Common Stock; (ii) each of the Company's directors; (iii) each named executive
officer; and (iv) all executive officers and directors as a group. All persons
listed have an address in care of the Company's principal executive offices and
have sole voting and investment power with respect to their shares unless
otherwise indicated.
 
<TABLE>
<CAPTION>
                                                                                                SHARES TO BE
                                                                                                BENEFICIALLY
                                                                                            OWNED AFTER OFFERING
                                                                                           -----------------------
<S>                                                                                        <C>         <C>
NAME                                                                                         NUMBER      PERCENT
- -----------------------------------------------------------------------------------------  ----------  -----------
Kennard F. Hill (1)......................................................................     175,702         1.7%
C. Lawrence Meador.......................................................................     603,846         6.0%
Daniel J. Roche (2)......................................................................     140,562         1.4%
William J. Caragol, Jr. (3)..............................................................       8,785       *
Peter T. Garahan (4).....................................................................      --           *
Ann Torre Grant (4)......................................................................       4,000       *
William E. Hummel (5)....................................................................     115,385         1.1%
Dennis Logue (4).........................................................................      --           *
Edward J. Mathias (3)....................................................................      26,355       *
William M. Newport (4)...................................................................       5,000       *
                                                                                           ----------
 
All executive officers, directors and
  named directors as a group (10 persons)................................................   1,079,635        10.7%
</TABLE>
 
- ------------------------
 
*   less than 1.0%
 
(1) All of these shares are owned of record by the Hill-Craft Irrevocable Family
    Trust, of which Mr. Hill and his spouse, Shirley Craft, are trustees and
    share voting power and investment power with respect to such shares. Does
    not include 150,000 shares issuable in connection with options that are not
    exercisable within 60 days of the date hereof.
 
(2) Does not include 75,000 shares issuable in connection with options that are
    not exercisable within 60 days of the date hereof.
 
(3) Does not include 60,000 shares issuable in connection with options that are
    not exercisable within 60 days of the date hereof.
 
(4) Does not include 10,000 shares issuable in connection with options that are
    not exercisable within 60 days of the date hereof.
 
(5) Does not include 5,000 shares issuable in connection with options that are
    not exercisable within 60 days of the date hereof.
 
                                       52
<PAGE>
                          DESCRIPTION OF CAPITAL STOCK
 
GENERAL
 
    The Company's authorized capital stock consists of 49,000,000 shares of
Common Stock, par value $.01 per share, and 1,000,000 shares of undesignated
preferred stock, par value $.01 per share (the "Preferred Stock"). Without
giving effect to the issuance of shares as contemplated by this Prospectus, the
Company has 10,981,422 shares of Common Stock and no shares of Preferred Stock
issued and outstanding. See "Shares Eligible for Future Sale."
 
    The following statements are brief summaries of certain provisions with
respect to the Company's capital stock contained in its Certificate of
Incorporation and By-Laws, copies of which have been filed as exhibits to the
Registration Statement of which this Prospectus is a part. The following is
qualified in its entirety by reference thereto.
 
COMMON STOCK
 
    The holders of Common Stock are entitled to one vote for each share on all
matters voted upon by stockholders, including the election of directors. Subject
to the rights of any then outstanding shares of Preferred Stock, the holders of
Common Stock are entitled to such dividends as may be declared in the discretion
of the Board of Directors out of funds legally available therefor. See "Dividend
Policy." The holders of Common Stock are entitled to share ratably in the net
assets of the Company upon liquidation after payment or provision for all
liabilities and any preferential liquidation rights of any Preferred Stock then
outstanding. The holders of Common Stock have no preemptive rights to purchase
shares of stock of the Company. Shares of Common Stock are not subject to any
redemption provisions and are not convertible into any other securities of the
Company. All outstanding shares of Common Stock are, and the shares of Common
Stock to be issued pursuant to this Offering will be upon payment therefor,
fully-paid and non-assessable.
 
    The Common Stock trades on the Nasdaq National Market under the symbol
"CNDR."
 
PREFERRED STOCK
 
    The Preferred Stock may be issued from time to time by the Board of
Directors in one or more series. Subject to the provisions of the Certificate of
Incorporation and limitations prescribed by law, the Board of Directors is
expressly authorized to adopt resolutions to issue the shares, to fix the number
of shares and to change the number of shares constituting any series and to
provide for or change the voting powers, designations, preferences and relative,
participating, optional or other special rights, qualifications, limitations or
restrictions thereof, including dividend rights (and whether dividends are
cumulative), dividend rates, terms of redemption (including sinking fund
provisions), redemption prices, conversion rights and liquidation preferences of
the shares constituting any series of the Preferred Stock, in each case without
any further action or vote by the stockholders. The Company has no current plans
to issue any shares of Preferred Stock.
 
    One of the effects of undesignated Preferred Stock may be to enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a tender offer, proxy contest, merger
or otherwise, and thereby to protect the continuity of the Company's management.
The issuance of shares of the Preferred Stock pursuant to the Board of
Directors' authority described above may adversely affect the rights of the
holders of Common Stock. For example, Preferred Stock issued by the Company may
rank prior to the Common Stock as to dividend rights, liquidation preference or
both, may have full or limited voting rights and may be convertible into shares
of Common Stock. Accordingly, the issuance of shares of Preferred Stock may
discourage bids for the Common Stock or may otherwise adversely affect the
market price of the Common Stock.
 
                                       53
<PAGE>
STATUTORY BUSINESS COMBINATION PROVISION
 
    The Company is subject to the provisions of Section 203 ("Section 203") of
the DGCL. Section 203 provides, with certain exceptions, that a Delaware
corporation may not engage in any of a broad range of business combinations with
a person or an affiliate or associate of such person, who is an "interested
stockholder" for a period of three years from the date that such person became
an interested stockholder unless: (i) the transaction resulting in a person
becoming an interested stockholder, or the business combination, is approved by
the Board of Directors of the corporation before the person becomes an
interested stockholder; (ii) upon consummation of the transaction which resulted
in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction is commenced, excluding for purposes of
determining the number of shares outstanding those shares owned (a) by persons
who are directors and officers and (b) by employee stock plans in which employee
participants do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or exchange offer; or
(iii) on or after the date the person becomes an interested stockholder, the
business combination is approved by the corporation's board of directors and by
the holders of at least 66 2/3% of the corporation's outstanding voting stock at
an annual or special meeting, excluding shares owned by the interested
stockholder. Under Section 203, an "interested stockholder" is defined as any
person who is (x) the owner of 15% or more of the outstanding voting stock of
the corporation or (y) an affiliate or associate of the corporation and who was
the owner of 15% or more of the outstanding voting stock of the corporation at
any time within the three-year period immediately prior to the date on which it
is sought to be determined whether such person is an interested stockholder.
 
    The provisions of Section 203 could delay or frustrate a change in control
of the Company, deny stockholders the receipt of a premium on their Common Stock
and have an adverse effect on the Common Stock. The provisions also could
discourage, impede or prevent a merger or tender offer, even if such event would
be favorable to the interests of stockholders. The Company's stockholders, by
adopting an amendment to the Certificate of Incorporation, may elect not to be
governed by Section 203, which election would be effective 12 months after such
adoption.
 
LIMITATION ON DIRECTORS' LIABILITIES
 
    LIMITATION ON LIABILITY.  Pursuant to the Certificate of Incorporation and
as permitted by Section 102(b)(7) of the DGCL, directors of the Company are not
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty, except for liability in connection with a breach of duty of
loyalty, for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, for dividend payments or stock
repurchases that are illegal under Delaware law or for any transaction in which
a director has derived an improper personal benefit.
 
    INDEMNIFICATION.  To the maximum extent permitted by law, the Certificate of
Incorporation and the By-Laws provide for mandatory indemnification of directors
and officers of the Company against any expense, liability and loss to which
they become subject, or which they may incur as a result of having been a
director or officer of the Company. In addition, the Company must advance or
reimburse directors and officers for expenses incurred by them in connection
with certain claims.
 
POTENTIAL ANTI-TAKEOVER EFFECT OF CERTAIN PROVISIONS OF THE CERTIFICATE OF
  INCORPORATION AND BY-LAWS
 
    The Certificate of Incorporation and By-Laws contain provisions that could
have an anti-takeover effect. The provisions are intended to enhance the
likelihood of continuity and stability in the composition of the Board of
Directors and in the policies formulated by the Board of Directors. These
provisions also are intended to help ensure that the Board of Directors, if
confronted by an unsolicited proposal from a third party which has acquired a
block of stock of the Company, will have sufficient time to review the
 
                                       54
<PAGE>
proposal and appropriate alternatives to the proposal and to act in what it
believes to be the best interest of the stockholders.
 
    The following is a summary of such provisions included in the Certificate of
Incorporation and By-Laws of the Company. See also "--Preferred Stock." The
Board of Directors has no current plans to formulate or effect additional
measures that could have an anti-takeover effect.
 
    CLASSIFIED BOARD OF DIRECTORS.  The Certificate of Incorporation provides
for a Board of Directors divided into three classes of directors serving
staggered three-year terms. The classification of directors has the effect of
making it more difficult for stockholders to change the composition of the Board
of Directors in a relatively short period of time. At least two annual meetings
of stockholders, instead of one, generally will be required to effect a change
in a majority of the Board of Directors. Such a delay may help ensure that the
Board of Directors and the stockholders, if confronted with an unsolicited
proposal by a stockholder attempting to force a stock repurchase at a premium
above market, a proxy contest or an extraordinary corporate transaction, will
have sufficient time to review the proposal and appropriate alternatives to the
proposal and to act in what it believes to be the best interests of the
stockholders. Directors, if any, elected by holders of Preferred Stock voting as
a class, will not be classified as aforesaid. Moreover, under Delaware law, in
the case of a corporation having a classified board, stockholders may remove a
director only for cause. This provision will preclude a stockholder from
removing incumbent directors without cause.
 
    ADVANCE NOTICE REQUIREMENTS FOR DIRECTOR NOMINEES.  The By-Laws establish an
advance notice procedure with regard to the nomination of candidates for
election as directors at any meeting of stockholders called for the election of
directors. The procedure provides that a notice relating to the nomination of
directors must be timely given in writing to the Secretary of the Company prior
to the meeting. To be timely, notice relating to the nomination of directors for
election at an annual meeting must be delivered not later than the close of
business on the later of the 90th day prior to such annual meeting or the 10th
day following the day on which public announcement of the date of such annual
meeting is first made. Notice relating to the nomination of directors for
election at a special meeting must be given not later than the close of business
on the 10th day following the date notice of such meeting is mailed to
stockholders or public disclosure of the date of such meeting is made.
 
    Notice to the Company from a stockholder who proposes to nominate a person
at a meeting for election as a director must be accompanied by each proposed
nominee's written consent and contain the name, address and principal occupation
of each proposed nominee. Such notice must also contain the total number of
shares of capital stock of the Company that will be voted for each of the
proposed nominees, the number of shares of each class of capital stock of the
Company beneficially owned by such person and other information that may be
required under the proxy rules of the Commission. Such notice must also contain
the name and address of the notifying stockholder and the number of shares of
capital stock of the Company owned by the notifying stockholder.
 
    Although the Company's By-Laws do not give the Board of Directors any power
to approve or disapprove stockholder nominations for the election of directors
or of any other business desired by stockholders to be conducted at an annual or
any other meeting, the Company's By-Laws (i) may have the effect of precluding a
nomination for the election of directors or precluding the conduct of business
at a particular meeting if the proper procedures are not followed; or (ii) may
discourage or deter a third party from conducting a solicitation of proxies to
elect its own slate of directors or otherwise attempting to obtain control of
the Company, even if the conduct of such solicitation or such attempt might be
beneficial to the Company and its stockholders.
 
TRANSFER AGENT AND REGISTRAR
 
    The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer and Trust Company.
 
                                       55
<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE
 
    The Company has outstanding 10,981,422 shares of Common Stock. The 5,000,000
shares that may be sold in this offering will be freely tradable following the
sale thereof without restriction unless acquired by parties to the transaction
or affiliates thereof, in which case they may be sold pursuant to Rule 145 under
the Securities Act. Rule 145 permits, in part, such persons to resell
immediately securities acquired in transactions covered under the Rule, provided
such securities are resold in accordance with the public information
requirements, volume limitations and manner of sale requirements of Rule 144. If
a period of one year has elapsed since the date such securities were acquired in
such transaction and if the Company meets the public information requirements of
Rule 144, Rule 145 permits a person who is not an affiliate of the Company to
freely resell such securities. In some instances, the Company may contractually
restrict the sale of shares issued in connection with future acquisitions. The
6,785,000 shares sold in the Offering are freely tradable without restriction
unless acquired by affiliates of the Company, in which case they may be sold
pursuant to Rule 144 under the Securities Act or other applicable exemption from
registration. None of the remaining 4,196,422 outstanding shares of Common Stock
have been registered under the Securities Act, which means that they may be
resold publicly only upon registration under the Securities Act or in compliance
with an exemption from the registration requirements of the Securities Act,
including the exemption provided by Rule 144 thereunder.
 
    In general, under Rule 144, if one year has elapsed since the later of the
date of the acquisition of restricted shares of Common Stock from the Company or
from any affiliate of the Company, the acquiror or subsequent holder thereof may
sell, within any three-month period commencing 90 days after the date of this
Prospectus, a number of shares that does not exceed the greater of 1% of the
then outstanding shares of the Common Stock, or the average weekly trading
volume of the Common Stock on the Nasdaq National Market during the four
calendar weeks preceding the date on which notice of the proposed sale is sent
to the Commission. Sales under Rule 144 are also subject to certain manner of
sale provisions, notice requirements and the availability of current public
information about the Company. If two years have elapsed since the later of the
date of the acquisition of restricted shares of Common Stock from the Company or
any affiliate of the Company, a person who is not deemed to have been an
affiliate of the Company at any time for 90 days preceding a sale would be
entitled to sell such shares under Rule 144 without regard to the volume
limitations, manner of sale provisions or notice requirements.
 
    Certain of the Company's executive officers, directors and existing
stockholders owning in the aggregate 1,801,744 shares of Common Stock have
agreed not to offer, sell, contract to sell, make any short sale or otherwise
dispose of any shares of Common Stock, options to acquire shares of Common Stock
or securities convertible into or exchangeable for, or any rights to purchase or
acquire, shares of Common Stock during the one-year period ending February 4,
1999 without the prior written consent of Volpe Brown Whelan & Company, LLC. The
Company also has agreed not to offer, sell, contract to sell or otherwise
dispose of any shares of Common Stock or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, any shares of Common
Stock during the one-year period ending February 4, 1999 without the prior
written consent of Volpe Brown Whelan & Company, LLC, except for the granting of
options pursuant to the Plan or the issuance of shares of Common Stock upon the
exercise of outstanding options or in connection with acquisitions. Volpe Brown
Whelan & Company, LLC, in its discretion, may waive the foregoing restrictions
in whole or in part, with or without a public announcement of such action.
 
    In connection with the Mergers, the Company agreed to provide piggyback
registration rights with respect to the Common Stock issued to the stockholders
of the Founding Companies and other existing Company stockholders. Subject to
certain conditions, limitations and exceptions, the piggyback registration
rights provide the holders of Common Stock with the right to participate in
registrations by the Company of its equity securities. The Company is generally
required to pay the costs associated with such an offering other than
underwriting discounts and commissions attributable to the shares sold on behalf
of the selling
 
                                       56
<PAGE>
stockholders. The piggyback registration rights described above do not apply to
the shares covered by this Registration Statement.
 
    In addition to the shares described above, 12% of the aggregate shares of
Common Stock outstanding from time to time have been reserved for issuance upon
exercise of options that may be granted under the Plan. The Company intends to
file one or more registration statements on Form S-8 under the Securities Act
with respect to such shares of Common Stock, including shares of Common Stock
underlying options assumed by the Company in connection with the Mergers. Shares
of Common Stock covered by such registration statements will be freely tradable
by holders who are not affiliates of the Company and, subject to the volume and
other limitations of Rule 144, by holders who are affiliates of the Company.
 
    Sales, or the availability for sale, of substantial amounts of the Common
Stock in the public market could adversely affect prevailing market prices and
the ability of the Company to raise equity capital in the future.
 
                                       57
<PAGE>
                                 LEGAL MATTERS
 
    The validity of the issuance of the shares of Common Stock offered by this
Prospectus will be passed upon for the Company by Morgan, Lewis & Bockius LLP,
New York, New York.
 
                                    EXPERTS
 
    The Condor financial statements as of December 31, 1996 and 1997 and for the
period from inception to December 31, 1996 and the year ended December 31, 1997;
the CHMC financial statements as of February 28, 1997 and January 31, 1998 and
for each of the two years in the period ended February 28, 1997 and the eleven
months in the period ended January 31, 1998; the ISSI financial statements as of
December 31, 1996 and 1997 and January 31, 1998 and for each of the three years
in the period ended December 31, 1997 and for the one month ended January 31,
1998; the Corporate Access financial statements as of June 30, 1997 and January
31, 1998 and for the year ended June 30, 1997 and for the seven months in the
period ended January 31, 1998; the USComm and MIS financial statements as of
December 31, 1996 and 1997 and January 31, 1998 and for each of the two years in
the period ended December 31, 1997 and for the one month ended January 31, 1998;
and the InVenture financial statements as of December 31, 1996 and 1997 and
January 31, 1998 and for each of the two years in the period ended December 31,
1997 and for the one month ended January 31, 1998 included elsewhere in this
Prospectus have been so included in reliance on the reports of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
 
    The financial statements of MST as of December 31, 1996 and 1997 and January
31, 1998 and for each of the three years in the period ended December 31, 1997
and for the one month ended January 31, 1998 included in this Prospectus have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report appearing herein (which report expresses an unqualified opinion and
includes explanatory paragraphs relating to the chief executive officer/sole
stockholder's compensation being at his sole discretion and the acquisition of
MST by Condor Technology Solutions, Inc. on February 10, 1998), and are so
included in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
 
    The consolidated balance sheets of Federal as of October 31, 1996, 1997, and
January 31, 1998 and the consolidated statements of operations, shareholders'
equity and cash flows for each of the three years in the period ended October
31, 1997 and for the three months ended January 31, 1998 included elsewhere in
this Prospectus have been included herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.
 
                             ADDITIONAL INFORMATION
 
    The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza Building, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and its regional offices located at 7 World Trade Center,
13th Floor, New York, New York 10048 and Northwest Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
materials can be obtained from the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains an Internet web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically.
The address of such Internet web site is http:// www.sec.gov.
 
    The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and such Common Stock, reference is made
to such Registration Statement and exhibits. A copy of the Registration
Statement on file with the Commission may be obtained from the Commission's
principal office in Washington, D.C. upon payment of the fees prescribed by the
Commission and through the Commission's Internet Web site.
 
    The Company's Common Stock is traded on the Nasdaq National Market. Proxy
Statements and other information concerning the Company can also be inspected at
the offices of the Nasdaq National Market, 1735 K Street, N.W., Washington, D.C.
20006.
 
                                       58


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