As filed with the Securities and Exchange Commission on
January 8, 1998.
Registration No. 333 - 43263
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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. [ ]
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 January 6, 1998, the closing price of the Common Stock was
$36.19 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 JANUARY 9, 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 After Offering (2)
Name Number Percent Shares 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 . . . . . . . . . . . . . . . . . . $ 2,000
Total . . . . . . . . . . . . . . . . . . . . . $19,129
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 have been 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 January 7, 1998.
COMPUTER TASK GROUP, INCORPORATED
By: S/GALE S. FITZGERALD *
Gale S. Fitzgerald
Chairman and Chief Executive Officer
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 January 7, 1998
Gale S. Fitzgerald
(b) Principal Financial Officer
Vice President and
S/JAMES R. BOLDT * Chief Financial Officer January 7, 1998
James R. Boldt
(c) Directors
Chairman and
S/GALE S. FITZGERALD * Chief Executive Officer January 7, 1998
Gale S. Fitzgerald
S/RANDOLPH A. MARKS * Director January 7, 1998
Randolph A. Marks
S/PAUL W. JOY * Director January 7, 1998
Paul W. Joy
Director January _, 1998
George B. Beitzel
S/RICHARD L. CRANDALL* Director January 7, 1998
Richard L. Crandall
Director January _, 1998
Barbara Z. Shattuck
* Signed pursuant to power of attorney by Peter P. Radetich, as
attorney-in-fact.
