<PAGE> 1
As filed with the Securities and Exchange Commission on September 18, 1996
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
COMPUTER TASK GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
New York 16-0912632
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
800 Delaware Avenue, Buffalo, New York 14209
(Address of Principal Executive Offices, Including Zip Code)
Computer Task Group, Incorporated 1991 Stock Option Plan
(Full Title of the Plan)
Copy to:
Joseph G. Makowski, Esq. Ward B. Hinkle, Esq.
Computer Task Group, Incorporated Hodgson, Russ, Andrews, Woods
800 Delaware Avenue & Goodyear, LLP
Buffalo, New York 14209 1800 One M&T Plaza 14203
(716) 882-8000 Buffalo, New York
(Name, address and telephone (716) 856-4000
number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate
Title of Securities Amount to be Price Offering Amount of
to be Registered Registered Per Share(1) Price(1) Registration Fee
- ------------------- ------------ ------------ --------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 750,000(2) $28.8125 $21,609,375 $7,450.92
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and based upon the average of the high and
low prices for the shares on the New York Stock Exchange composite
reporting system on September 12, 1996.
(2) The amount being registered is the number of additional shares of
Common Stock that are issuable upon exercise of options granted as a
result of the 1996 amendments to the Registrant's 1991 Stock Option
Plan.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 as filed pursuant to Section
13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in
the Registrant's registration statement filed with the
Commission under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the
respective dates of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the Common Stock being offered
hereby have been passed upon by Joseph G. Makowski, Vice President, Secretary
and General Counsel to the Registrant. As of September 17, 1996, Mr. Makowski
beneficially owned less than one percent of the Registrant's issued and
outstanding Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 722(a) of the New York Business Corporation Law (the "BCL")
generally provides that a corporation shall have the power to indemnify any
person made, or threatened to be made, a party to an action or proceeding (other
than one by or in the right of the corporation to procure a judgment in its
favor), whether civil or criminal, including an action by or in the right of any
other corporation of any type or kind, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that
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<PAGE> 3
he or she was a director or officer of the corporation, or served such other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, amounts paid in settlement
and reasonable expenses, including attorneys' fees actually and necessarily
incurred as a result of such action or proceeding, or any appeal therein, if
such director or officer acted in good faith for a purpose which he or she
reasonably believed to be in or, in the case of service for any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, not opposed to, the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his or her conduct was unlawful. In addition, Section 722(c) of the BCL
provides that a corporation may indemnify any person made, or threatened to be
made, a party to an action by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director
or officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of any other corporation of any type or
kind, any partnership, joint venture, trust, employee benefit plan or other
enterprise, against amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him or her in
connection with the defense or settlement of such action, or in connection with
an appeal therein, if such director or officer acted, in good faith, for a
purpose which he or she reasonably believed to be in or, in the case of service
for any other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise, not opposed to, the best interests of the
corporation, except that no indemnification under this paragraph shall be made
in respect of (1) a threatened action or a pending action which is settled or
otherwise disposed of, or (2) any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which the action was brought, or if no action was
brought, any court of competent jurisdiction, determines upon application that,
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the settlement amount and
expenses as the court deems proper. Article V of the Registrant's By-laws
requires the Registrant to indemnify its officers and directors to the fullest
extent in accordance with and permitted by law for the defense of civil and
criminal proceedings against them by reason of their service as officers or
directors.
Section 723 of the BCL provides that a person who has been successful,
on the merits or otherwise, in the defense of a civil or criminal action or
proceeding of the character described in BCL section 722 shall be entitled to
indemnification as authorized in such section. Any indemnification under BCL
Section 722 or otherwise permitted by law, unless ordered by a court, shall be
made by a corporation, only if authorized in the specific case by the Board of
Directors or shareholders pursuant to BCL Section 723. In no event may
indemnification be made to or on behalf of any director or officer if a judgment
or other final adjudication adverse to the director or officer establishes that
his or her acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled.
The BCL also empowers the Registrant to purchase and maintain certain
types of directors and officers liability insurance. The Registrant has
purchased such insurance (effective through April 1, 1997) which, in general,
provides for indemnification of officers and directors for any damages, costs or
expenses up to $10,000,000, less a $250,000 deductible for the Registrant and a
$5,000 deductible per director ($25,000 maximum), which they are legally
required to pay, resulting from any error, misstatement, misleading statement,
act, omission, neglect or breach of duty committed, attempted or allegedly
committed or attempted by such officers or directors (subject to certain
exceptions) solely by reason of their status as such. Such insurance does not
cover fines or penalties imposed by law or losses which are not reimbursable by
law. If available on terms and conditions deemed reasonable, the Registrant
intends to purchase similar insurance in the future.
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<PAGE> 4
Section 402 of the BCL generally provides that a corporation's
certificate of incorporation may set forth a provision eliminating or limiting
the personal liability of directors to the corporation or its shareholders for
damages for any breach of duty in such capacity, provided that no such provision
shall eliminate or limit the liability of any director if a judgment or other
final adjudication adverse to him or her establishes that his or her acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that he or she personally gained in fact a financial profit
or other advantage to which he or she was not legally entitled or that his or
her acts violated Section 719 of the BCL (generally prohibiting unlawful
dividends or distributions, share repurchases, distributions after dissolution,
or loans). The Registrant's Certificate of Incorporation provides that no
director of the Registrant shall be personally liable to the Registrant or its
shareholders for damages or any breach of duty in such capacity occurring after
May 25, 1988, except as otherwise provided by law.
The foregoing is only a summary of the described sections of the New
York Business Corporation Law and is qualified in its entirety by reference to
such sections.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4. (a) Computer Task Group, Incorporated 1991 Stock Option Plan
(b) Form of Option Agreement
5. Opinion of Joseph G. Makowski, Vice President, Secretary and
General Counsel for Registrant as to legality of securities
being registered
23. (a) Consent of Joseph G. Makowski, Vice President, Secretary
and General Counsel
(b) Consent of KPMG Peat Marwick LLP
(c) Consent of Price Waterhouse LLP
24. Power of Attorney
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
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<PAGE> 5
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulations S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
[Remainder of Page Intentionally Left Blank]
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Buffalo, State of New York, on July 18, 1996.
COMPUTER TASK GROUP, INCORPORATED
BY: /s/ Gale S. Fitzgerald
-------------------------------
Gale S. Fitzgerald
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints JOSEPH G. MAKOWSKI and PETER P. RADETICH,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents with full power of substitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be in and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or each of them or their or his or her substitutes
may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
(a) Principal Executive Officer
Chairman, Chief Executive
/s/ Gale S. Fitzgerald Officer and Director July 18, 1996
----------------------
Gale S. Fitzgerald
(b) Principal Financial and
Accounting Officer
Vice President and
/s/ James R. Boldt Chief Financial Officer July 18, 1996
-----------------------
James R. Boldt
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<PAGE> 7
(c) Directors Date
/s/ Randolph A. Marks
- -------------------------
Randolph A. Marks July 18, 1996
/s/ Paul W. Joy
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Paul W. Joy July 18, 1996
/s/ Richard L. Crandall
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Richard L. Crandall July 18, 1996
/s/ George B. Beitzel
- -------------------------
George B. Beitzel July 18, 1996
/s/ Barbara Z. Shattuck
- -------------------------
Barbara Z. Shattuck July 18, 1996
</TABLE>
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<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT INDEX
Page or
Exhibit No. Description Reference
- ----------- ----------- ---------
<S> <C> <C>
4(a) Copy of Computer Task Group,
Incorporated 1991 Employee Stock
Option Plan (1)
4(b) Form of Option Agreement Page 10
5 Opinion of Joseph G. Makowski, Vice President,
Secretary and General Counsel to Registrant as to
legality of securities being registered Page 14
23 (a) Consent of Joseph G. Makowski, Vice President
Secretary and General Counsel (included in Exhibit No. 5) Page 14
23 (b) Consent of KPMG Peat Marwick LLP Page 15
23(c) Consent of Price Waterhouse LLP Page 16
24 Power of Attorney Page 7
<FN>
(1) Filed as Appendix A to the Registrant's definitive Proxy Statement
dated March 27, 1996 in connection with the Registrant's annual meeting
of shareholders held on April 24, 1996 and incorporated herein by
reference.
</TABLE>
<PAGE> 1
Exhibit 4 (b)
COMPUTER TASK GROUP, INCORPORATED
AGREEMENT UNDER THE 1991 STOCK OPTION PLAN
OPTION NO.:
OPTIONEE:
NUMBER OF SHARES:
DATE OF GRANT:
OPTION PRICE PER SHARE:
ISO: _____ NQSO: _____
This Agreement is by and between Computer Task Group, Incorporated (the
"Company") and the employee named above (the "Optionee").
WITNESSETH:
WHEREAS, on April 24, 1991, the shareholders of the Company approved
the Computer Task Group, Incorporated 1991 Employee Stock Option Plan (the
"Plan") and authorized the Compensation Committee (the "Committee") of the Board
of Directors (the "Board") of the Company to grant to certain individuals, from
time to time within a period of ten (10) years after such date, options to
purchase shares of the Company's common stock, par value $.01, (the "Option
Shares"), such options to be granted to such persons, in such amounts and under
such form of agreement as the Committee shall determine; and
WHEREAS, the Committee has approved this form of Stock Option Agreement
(the "Agreement") and has determined that an option (the "Option") to purchase
Option Shares shall be granted to the Optionee;
NOW, THEREFORE, subject to the terms and conditions set forth in the
Plan and in consideration of the mutual promises and covenants set forth herein,
the parties hereto agree as follows:
1. GRANT OF OPTION. The Committee does hereby grant to the Optionee the
Option to purchase from the Company up to, but not exceeding in the aggregate,
the number of Option Shares at the Option Price Per Share indicated in the
caption to this Agreement. The Option granted hereby shall be either an
incentive stock option ("ISO") as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or a nonqualified stock option ("NQSO"),
as indicated in the caption to this Agreement.
2. EXPIRATION OF OPTION. Unless exercised or terminated earlier in
accordance with the provisions of the Plan, a copy of which the Optionee hereby
acknowledges receiving, or this Agreement, this Option and any installments
thereof shall expire at 5:00 p.m. local time on the date(s) set forth in
paragraph 3 hereof. For purposes of this Agreement, the term "local time" shall
mean the time in effect at the Company's headquarters located in Buffalo, New
York.
3. WHEN OPTION EXERCISABLE. Except as otherwise set forth herein, this
Option shall be exercisable by the Optionee in installments in accordance with
the following:
<PAGE> 2
(a) INCENTIVE STOCK OPTIONS. If the Option granted herein is
identified in the caption to this Agreement as being an ISO, then commencing on
the first annual anniversary date of the Date of Grant set forth above, the
Optionee shall have the right to exercise this ISO with respect to the purchase
of up to 25% of the Option Shares. On each of the three (3) consecutive
subsequent annual anniversary dates of the Date of Grant, the Optionee shall
have the right to exercise this ISO with respect to the purchase of up to an
additional 25% of the Option Shares each year. Once an installment becomes
exercisable, the Optionee may exercise such ISO as to such installment at any
time for a period of six (6) calendar years from the date such installment first
becomes exercisable. In no event shall the expiration date of this ISO be later
than the day preceding the tenth (10th) annual anniversary of the Date of Grant.
(b) NONQUALIFIED STOCK OPTIONS. If the Option granted herein is
identified in the caption to this Agreement as being a NQSO, then commencing on
the first annual anniversary date of the Date of Grant set forth above, the
Optionee shall have the right to exercise this NQSO with respect to the purchase
of up to 20% of the Option Shares. On each of the four (4) consecutive
subsequent annual anniversary dates of the Date of Grant, the Optionee shall
have the right to exercise this NQSO with respect to the purchase of up to an
additional 20% of the Option Shares each year. Once an installment becomes
exercisable, the Optionee may exercise such NQSO as to such installment at any
time prior to the expiration of such NQSO. In no event shall the expiration date
of this Option be later than the day preceding the fifteenth (15th) annual
anniversary of the Date of Grant.
4. TERMINATION OF OPTION. Notwithstanding anything herein to the
contrary, this Option shall terminate and all rights of the Optionee hereunder
shall cease upon the occurrence of any one or more of the following:
(a) TERMINATION BY REASON OF DEATH. Upon the death of the
Optionee while employed by the Company or its Subsidiaries, this Option shall be
exercisable by the Optionee's legal representatives or beneficiaries only with
respect to those Option Shares which were immediately purchasable by the
Optionee through the exercise of this Option on the date of his or her death.
Such Option shall expire at 5:00 p.m. local time upon the sooner of (i) twelve
(12) months after the date of the Optionee's death or (ii) the expiration date
otherwise set forth in such Option.
(b) TERMINATION BY REASON OF DISABILITY. If the Committee shall
determine that the Optionee has suffered a Disability (as defined in the Plan)
while employed by the Company or its Subsidiaries, each Option held by the
Optionee shall, to the extent exercisable on the date the Committee has
determined that the Optionee has suffered a Disability, continue to be
exercisable until the sooner of (i) eighty-nine days after the date of such
determination or (ii) the date of termination set forth in the grant of such
Option.
(c) TERMINATION WITH CAUSE. If during the time in which an
Option is exercisable by the Optionee (i) the Optionee, without the prior
written consent of the Committee (A) discloses any confidential information
regarding the Company or its Subsidiaries to anyone outside the Company or uses
such information other than in connection with services rendered to or on behalf
of the Company, (B) renders services for any entity or otherwise engages in any
business activity, directly or indirectly, which in the sole judgment of the
Committee is or becomes competitive with the Company or which is or becomes
otherwise in conflict with the interests of the Company, or (C) violates the
terms of any nonsolicitation and nondisclosure agreement between the Optionee
and the Company, or (ii) the Optionee's employment with the Company or a
Subsidiary terminates With Cause (as defined in the Plan), then each such Option
shall immediately terminate and be forfeited.
(d) TERMINATION WITHOUT CAUSE. If the Optionee shall cease to
be employed by the Company or its Subsidiaries for any reason other than as set
forth in this paragraph 4, each Option held by the Optionee shall, to the extent
exercisable on such date of termination, continue to be exercisable until the
sooner of (i) eighty-nine days after the date of termination of employment or
(ii) the date of termination set forth in the grant of such Option.
Whether and to what extent a leave of absence granted by the Company or
its Subsidiaries or an absence due to or on account of military or government
service shall constitute termination or interruption of continuous employment of
the Optionee shall be determined from time to time by the Committee, which
determination shall be
<PAGE> 3
final and binding on both the Optionee and the Company. Such determination shall
be given to the Optionee prior to granting of the leave of absence, otherwise,
it shall be deemed that the chain of continuous employment was broken.
5. OPTION NOT ASSIGNABLE. This Option shall not be transferable other
than by will or the laws of descent and distribution of the domicile of the
Optionee on the date of his or her death or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act, or the rules hereunder. Except as set forth herein, the
Option may not be transferred, assigned, pledged or hypothecated by the Optionee
in any way, whether by operation of law or otherwise, and shall not be subject
to execution, attachment or similar process.
6. EXERCISE OF OPTION. This Option may be exercised by presenting a
written notice to the Company that the Option is exercised. The form of such
notice shall be provided by the Company. Such notice shall identify this Option,
state the number of Option Shares as to which the Option is exercised and be
signed by the Optionee. Payment in full for the Option Shares shall accompany
the notice of exercise. Such payment shall be in the form approved by the
Committee in accordance with the Plan. The representation required by paragraph
9 hereof, if required, shall also accompany the notice of exercise. If the
Optionee is deceased or incompetent, the notice of exercise shall be signed by
the Optionee's legal representatives or beneficiaries (in the case of death),
and shall be accompanied by evidence satisfactory to the Company of the right of
such person or persons to exercise this Option. The Optionee shall have none of
the rights of a shareholder until this Option is exercised and the Option Shares
have been issued to the Optionee, and then only as to Option Shares so issued
and owned by the Optionee.
7. ADJUSTMENTS. In the event that at any time the Company enters into a
transaction described in Article IX of the Plan which in the sole judgment of
the Committee requires action to adjust the terms of outstanding options, the
Committee may take such action to preserve the Optionee's rights substantially
proportionate to the rights existing prior to such event.
8. CONTINUED EMPLOYMENT. Nothing in the Plan or this Agreement shall be
deemed to confer on the Optionee the right to continue in the employ of the
Company or its Subsidiaries or affect the right of the Company or its
Subsidiaries to terminate the employment of the Optionee with or without cause.
9. COMPLIANCE WITH LEGAL REQUIREMENTS. If at the time of exercise of
this Option there is not in effect as to the Option Shares thereby being
purchased a registration statement under the Securities Act of 1933, as amended
(the "Act"), then the exercise of this Option shall be effective only upon
receipt by the Company from the Optionee or his or her legal representatives or
beneficiaries of a representation that the Option Shares are being purchased
pursuant to an exemption from the registration requirements of such Act. The
Company may request an opinion of its counsel as to whether registration of the
Option Shares being purchased is required under the Act or under applicable
state statutes, and regulations hereunder. If counsel is of the opinion that
such registration is not required, the Company shall issue the Option Shares
forthwith. The Optionee acknowledges that the certificates for such Option
Shares may contain an appropriate legend to reflect that such shares are not
registered under the Act and that transfer of such shares may be restricted. The
Optionee further acknowledges that appropriate stop transfer orders to the same
effect may be maintained against such Option Shares. If counsel is of the
opinion that such registration is required, the Company shall not be required to
issue the Option Shares until they have been so registered. The Company shall be
under no obligation to register the Option Shares. The Company shall not be
liable for its failure to issue any such Option Shares as to which such opinion
of counsel cannot be obtained within the period specified for the exercise of
the option, or as to which such registration is required in the opinion of
counsel. In the event Option Shares are at the time of the exercise of this
Option not listed on a stock exchange, the exercise of this Option shall be
contingent upon completion of the necessary steps to list upon such stock
exchange the Option Shares then being purchased.
10. AMENDMENT OR TERMINATION. The Committee may, from time to time,
amend, suspend, or terminate the Plan or any provision thereof as set forth
in the Plan.
11. ADDITIONAL POWERS OF THE COMMITTEE. The Committee may construe this
Agreement and may correct any defect, supply any omission or reconcile any
inconsistency herein or in the Plan in the manner and to the extent it shall
<PAGE> 4
so determine. The Committee shall determine any dispute or disagreement which
may arise under or as a result of or pursuant to this Agreement. All decisions
of the Committee under this or any other provision of this Agreement or of the
Plan shall be final, binding and conclusive on the Optionee.
12. NEW YORK LAW TO GOVERN. This Agreement has been made in and shall
be construed in accordance with the laws of the State of New York. The
obligation of the Company to issue or transfer and deliver Shares for Options
exercised pursuant to the Plan and this Agreement shall be subject to all laws,
regulations and rules which are in effect from time to time and promulgated by
applicable governmental entities and stock exchanges on which the Shares are
listed and traded.
13. NOTIFICATION OF SALE. The Optionee shall immediately notify the
Company in writing of any disposition and the amount realized thereon to the
extent the Optionee disposes of the Shares acquired upon the exercise of the
Option subject to this Agreement (i) within two (2) years after the Date of
Grant of this Option under which the Shares were acquired or (ii) within one (1)
year after the transfer of such Shares to the Optionee.
IN WITNESS WHEREOF, the Committee has caused this Option to be executed
by a duly authorized officer of the Company.
COMPUTER TASK GROUP, INCORPORATED
BY: ____________________________
NAME: Gale S. Fitzgerald
TITLE: Chairman and
Chief Executive Officer
I hereby acknowledge that I have received a copy of the Plan and that I
am bound by the terms and conditions set forth in the Plan and in this
Agreement.
- ---------------------------------
<PAGE> 1
Exhibit 5
Exhibit 23(a)
September 17, 1996
Computer Task Group, Incorporated
800 Delaware Avenue
Buffalo, New York 14209
Dear Sirs:
You have requested an opinion of counsel in connection with the
Registration Statement on Form S-8 (the "Registration Statement") of Computer
Task Group, Incorporated (the "Company") to be filed on or about August, 1996
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act") with respect to 750,000 shares (the "Shares") of the
Company's common stock, $.01 par value, to be issued under the Computer Task
Group, Incorporated 1991 Stock Option Plan (the "Plan").
I have examined the originals or photostatic or certified copies of
such records and certificates of the Company, such certificates of public
officials and of officers of the Company and such other documents as I have
deemed relevant. In such examination I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified
or photostatic copies, and the authenticity of the originals of such copies. I
have also assumed the accuracy and completeness of statements of fact contained
in such documents. I do not express any opinion concerning any law other than
the law of the State of New York and the federal law of the United States of
America.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized and, when issued or purchased in accordance
with the terms of the Plan, will be legally issued, fully paid, and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Joseph G. Makowski
-----------------------
Joseph G. Makowski
Vice President and
General Counsel
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Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
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We consent to incorporation by reference in the registration statement on Form
S-8 of Computer Task Group, Incorporated of our report dated February 9, 1996
with respect to the consolidated balance sheet of Computer Task Group,
Incorporated and subsidiaries as of December 31, 1995, and the related
consolidated statements of income, shareholders' equity and cash flows for the
year then ended, which report appears in the 1995 Annual Report to Shareholders
of Computer Task Group, Incorporated, which is incorporated by reference in
Computer Task Group, Incorporated's Annual Report on Form 10-K for the year
ended December 31, 1995. We also consent to incorporation by reference of our
report on the Financial Statement Schedule, which appears in the Annual Report
on Form 10-K.
/s/ KPMG PEAT MARWICK LLP
Buffalo, New York
September 16, 1996
<PAGE> 1
Exhibit 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 1995, which appears on
page IV-2 of Computer Task Group, Incorporated's Annual Report on Form 10-K for
the year ended December 31, 1995. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page IV-4 of such Annual Report on Form 10-K.
/s/ PRICE WATERHOUSE LLP
Buffalo, New York
September 16, 1996
