As filed with the Securities and Exchange Commission on December 24,
1997.
Registration No. 333 -___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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
incorporation or organization) Identification Number)
800 Delaware Avenue
Buffalo, New York 14209
(716) 882-8000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Joseph G. Makowski, Esq.
Vice President, Secretary and General Counsel
Computer Task Group, Incorporated
800 Delaware Avenue
Buffalo, New York 14209
(716) 882-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Ward B. Hinkle, Esq.
Hodgson Russ Andrews Woods & Goodyear, LLP
1800 One M&T Plaza
Buffalo, New York 14203
(716) 856-4000
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
<PAGE>
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
Calculation of Registration Fee
Title of Proposed Maximum Amount of
Securities to Amounts to be Offering Aggregate Registration
be Registered Registered Price Per Share (1) Offering Price (1)Fee
Common Stock
par value $.01 200,000 $35.125 $7,025,000 $2,128.58
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as
amended, based upon the average of the high and low prices of the common stock
of the Registrant on the New York Stock Exchange Composite Reporting System on
December
23, 1997.
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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
COMPUTER TASK GROUP, INCORPORATED
200,0000 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale, from time to time, by
Fidelity Management Trust Company, acting solely as trustee (the "Trustee" or
the "Selling Shareholder") with respect to the Computer Task Group, Incorporated
401(k) Retirement Plan (the "Plan"), of up to 200,000 shares (the "Shares") of
common stock, par value $.01 per share (the "Common Stock") of Computer Task
Group, Incorporated, a New York corporation (the "Company" or the "Registrant").
The Shares will be contributed to the Plan from the Company's Stock Employee
Compensation Trust ("SECT") for the purpose of funding employer matching
contributions to participant investments in the Plan pursuant to its terms. The
Shares will be sold by the Trustee for the account of the Plan from time to time
for the purpose of meeting the obligations of the Plan to its participants,
including payment of all or a portion of their respective account balances
resulting from employer matching contributions in accordance with the Plan upon
their termination of participation or otherwise.
The Company will not receive any of the proceeds of this offering. All
expenses of registration, selling and other expenses incurred in connection with
the sale of the Shares will be borne by the Company.
The Common Stock is traded on the New York Stock Exchange, and prices
for the Common Stock are quoted on the New York Stock Exchange Composite
Transactions Listing under the symbol "TSK". On December __, 1997, the closing
price of the Common Stock was $___ per share. Except under certain
circumstances, the Shares will be sold from time to time through Fidelity
Brokerage Services, Inc., a brokerage affiliate of the Trustee, in transactions
on the New York Stock Exchange at market prices prevailing at the time of sale.
See "Plan of Distribution."
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.
THE DATE OF THIS PROSPECTUS IS ________, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the Commission's regional
offices located at 7 World Trade Center, Suite 1300, New York, New York 10048;
1401 Brickell Avenue, Suite 200, Miami, Florida 33131; Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; 1801 California Street,
Suite 4800, Denver, Colorado 80202; and 5670 Wilshire Boulevard, 11th Floor, Los
Angeles, California 90036, and copies of such material may be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549, at
prescribed rates. In addition, the Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission ("http://www.sec.gov").
The Company's securities are listed on the New York Stock Exchange and such
reports, proxy statements and other information may also be inspected at the
offices of the New York Stock Exchange at 20 Broad Street, 7th Floor, New York,
New York.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with any amendments thereto, the "Registration
Statement") under the Securities Act with respect to the securities offered
hereby. This Prospectus, which constitutes a part of the Registration Statement,
omits certain information contained in the Registration Statement as permitted
by the rules and regulations of the Commission. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement and the exhibits and the financial statements, notes
and schedules filed as a part thereof or incorporated by reference therein,
which may be inspected at the public reference facilities of the Commission, at
the addresses set forth above. Statements made in this Prospectus concerning the
contents of any documents referred to herein are not necessarily complete, and
in each instance are qualified in all respects by reference to the copy of such
document incorporated by reference or filed as an exhibit to the Registration
Statement.
<PAGE>
INCORPORATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
2. All other reports filed by the Company with the Commission 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 paragraph (1) above.
3. All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of this offering.
4. The description of the Company's common stock contained in the
Company'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.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which is incorporated by reference herein modifies or supersedes such
earlier statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will furnish without charge, upon written or oral request,
to each person to whom a copy of this Prospectus is delivered, including any
beneficial owner, copies of any or all documents incorporated by reference
herein, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference therein). Requests should be directed to
the Company's Corporate Communications Department, 800 Delaware Avenue, Buffalo,
New York 14209 (Telephone 716-882- 8000).
IN CONNECTION WITH THE OFFERING DESCRIBED IN THIS PROSPECTUS, NO PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THESE SECURITIES IN ANY JURISDICTION TO ANY PERSON TO
WHOM SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, OR AN OFFERING OF ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER AT ANY TIME
SHALL IMPLY THAT THE INFORMATION PROVIDED HEREIN IS CORRECT AS OF ANY TIME AFTER
ITS DATE.
<PAGE>
THE COMPANY
Computer Task Group, Incorporated ("Company" or
"Registrant") was incorporated under the law of New York in 1966.
Its principal executive office is located at 800 Delaware Avenue,
Buffalo, New York 14209; telephone number (716) 882-8000. The
Company is an information services company.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. The Selling Shareholder will receive all of the net proceeds from the
sale of the Shares offered hereby and will use such proceeds to fund obligations
of the Plan resulting from employer matching contributions, including payments
to be made to Plan Participants for all or a portion of their respective account
balances upon their termination of participation or otherwise in accordance with
the terms of the Plan.
SELLING SHAREHOLDER
The Selling Shareholder will sell Shares from time to time for the
account of the Plan in its capacity as Trustee of the Plan. The following sets
forth certain information concerning the Selling Shareholder acting as Trustee.
<TABLE>
<CAPTION>
Shares Owned Shares Owned
Prior to Offering Shares After Offering(2)
Name Number Percent Offered Number Percent
<S> <C> <C> <C> <C> <C>
Fidelity Management 200,000(1) * 200,000 -0- *
Trust Company as Trustee
82 Devonshire Street
Boston, MA 02109
</TABLE>
* Less than 1% of Common Stock outstanding on December 1,
1997.
(1) Includes an aggregate of up to 200,000 Shares to be received by the
Selling Shareholder from time to time as employer matching
contributions under the Plan. All of such Shares may not be held by the
Selling Shareholder at any one time.
The voting and disposition of the Shares by the Selling Shareholder is
restricted by the terms of the Plan. The number of Share indicated does
not include shares of Common Stock held by the Selling Shareholder
other than in connection with the Plan.
(2) Assuming the sale of all the Shares offered hereby.
<PAGE>
PLAN OF DISTRIBUTION
The Shares being offered hereby are being offered and sold by the
Selling Shareholder for the account of the Plan. Unless otherwise directed by
the Company, the Selling Shareholder will execute sales of Shares for the Plan
through its affiliate, Fidelity Brokerage Services, Inc. ("FBSI") or through an
affiliate of FBSI, National Financial Services, Inc. Unless otherwise agreed to
by the parties, FBSI will be paid a commission of three and one-half cents
($0.035) per share for each Share sold. The sale of Shares will be effected from
time to time in transactions on the New York Stock Exchange at market prices
prevailing at the time of the sale.
In addition, the Plan provides that in the event of a tender offer for
the Company's Common Stock, the Selling Shareholder may under certain
circumstances tender Shares directly to the offeror pursuant to the directions
of participants in the Plan.
LEGAL MATTERS
Certain legal matters with respect to the legality of the securities
offered hereby have been passed upon for the Company by Joseph G. Makowski, Vice
President, Secretary and General Counsel to the Company. As of the date of this
Registration Statement, Mr. Makowski beneficially owns less than one percent of
the Company's issued and outstanding Common Stock.
EXPERTS
The consolidated financial statements and schedule of valuation and
qualifying accounts of Computer Task Group, Incorporated and subsidiaries as of
December 31, 1996 and 1995 and for the years then ended included in the
Company's 1996 Annual Report to Shareholders and Annual Report on Form 10-K for
the year ended December 31, 1996 have been incorporated by reference herein in
reliance upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, included in the Company's 1996 Annual Report to Shareholders and
Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
The consolidated financial statements and schedule of valuation and
qualifying accounts incorporated in this Prospectus by reference to the Annual
Report on Form 10-K of Computer Task Group, Incorporated for the year ended
December 31, 1994, have been so incorporated in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
All expenses incurred in connection with the Shares being registered
will be borne by the Company on behalf of the Selling Shareholder and are
estimated as follows:
Securities and Exchange Commission registration fee . .. . . .$2,129
Legal Fees . . . . . . . . . . . . . . . . . . . . . . . . .$15,000
Accounting Fees . . . . . . . . . . . . . . . . . . . . . . .$_______
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .$-------
Item 15. 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 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 which, in general, provides for indemnification of
officers and directors for any damages, costs or expenses, 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.
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 16. Exhibits
The following exhibits are filed as part of this Registration
Statement.
Exhibit Number Description
5 Opinion of Joseph G. Makowski, Esq.
Vice President, Secretary and
General Counsel
23(a) Consent of Joseph G. Makowski, Esq.
23(b) Consent of KPMG Peat Marwick LLP
23(c) Consent of Price Waterhouse LLP
24 Power of Attorney
Item 17. Undertakings.
1. The undersigned Registrant hereby undertakes:
(a) 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, 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.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
2. 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Buffalo, State of New York, on December 19, 1997.
COMPUTER TASK GROUP, INCORPORATED
By: S/Gale S. Fitzgerald
Gale S. Fitzgerald
Chairman and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints JOSEPH G. MAKOWSKI and PETER P. RADETICH,
and each of them, 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 done in 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 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 date indicated.
(a) Principal Executive Officer
Chairman and
S/Gale S. Fitzgerald Chief Executive Officer December 19, 1997
Gale S. Fitzgerald
(b) Principal Financial Officer
Vice President and
S/James R. Boldt Chief Financial Officer December 19, 1997
James R. Boldt
(c) Directors
Chairman and
S/Gale S. Fitzgerald Chief Executive Officer December 19, 1997
Gale S. Fitzgerald
S/Randolph A. Marks Director December 19, 1997
Randolph A. Marks
S/Paul W. Joy Director December 23, 1997
Paul W. Joy
Director December __, 1997
George B. Beitzel
S/Richard L. Crandall Director December 19, 1997
Richard L. Crandall
Director December __, 1997
Barbara Z. Shattuck
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
5 Opinion of Joseph G. Makowski, Esq.
Vice President, Secretary and General Counsel
23(a) Consent of Joseph G. Makowski, Esq. (1)
23(b) Consent of KPMG Peat Marwick LLP
23(c) Consent of Price Waterhouse LLP
24 Power of Attorney (2)
- -------------
(1) The Consent of Joseph G. Makowski, Esq. is contained in Exhibit 5.
(2) The power of attorney of certain signatories may be found on the
signature page of this registration statement.
Exhibit 5
December 24, 1997
Board of Directors
Computer Task Group, Incorporated
800 Delaware Avenue
Buffalo, New York 14209
Gentlemen:
I am General Counsel of Computer Task Group, Incorporated, a New York
corporation (the "Company"). This opinion is being furnished to you in
connection with the preparation and filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-3 (the "Registration Statement")
relating to the registration of up to 200,000 shares of common stock, par value
$.01 per share (the "Common Stock") of the Company, to be offered by the selling
stockholder named therein.
In connection with rendering this opinion I have examined originals, or copies
identified to my satisfaction as being true copies of originals of such
documents as I have deemed appropriate. In such examination, I have assumed that
all signatures on original documents were genuine and that all documents were
duly executed and delivered, where due execution and delivery are requisite to
the effectiveness thereof. I have also assumed that the Common Stock was issued
for proper and sufficient consideration, and that the certificates representing
the Common Stock were properly issued.
On the basis of the foregoing examination and assumptions, and in reliance
thereon, and upon consideration of applicable law, I am of the opinion that the
Common Stock registered under the Registration Statement is legally issued,
fully paid and non-assessable.
I hereby consent to the inclusion of this opinion as an exhibit in the
Registration Statement and to the use of my name under the heading "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, I do not thereby concede that I am within the category of
persons whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission promulgated thereunder.
Very truly yours,
/s/Joseph G. Makowski
Joseph G. Makowski
General Counsel and Secretary
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to incorporation by reference in the registration statement on Form
S-3 of Computer Task Group, Incorporated of our report dated January 31, 1997
relating to the consolidated balance sheets of Computer Task Group, Incorporated
and subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of income, shareholders' equity and cash flows for the years then
ended, which report appears in the 1996 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, 1996. We also consent to incorporation by reference of our
report on the Financial Statement Schedule, which appears on page IV-3 in the
Annual Report on Form 10-K and to the reference to our firm under the heading
"Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
Buffalo, New York
December 24, 1997
Exhibit 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 10, 1995 appearing on page IV-2 of the Computer Task Group,
Incorporated Annual Report on Form 10-K for the year ended December 31, 1996. We
also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page IV-4 of such Annual Report on Form
10-K. We also consent to the references to us under the heading "Experts" in
such Prospectus.
/s/ PRICE WATERHOUSE LLP
Buffalo, New York
December 24, 1997
