COMPUTER TASK GROUP INC
8-K, 2000-03-31
COMPUTER PROGRAMMING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) March 31, 2000



                        COMPUTER TASK GROUP, INCORPORATED
             (Exact name of registrant as specified in its charter)

    New York                         1-9410                     16-0912632
- --------------------------------------------------------------------------------
 (State or other            (Commission File Number)         (IRS Employer
 jurisdiction of incorporation)                              Identification No.)

800 Delaware Avenue, Buffalo, NY                              14209
- --------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code (716) 882-8000

                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

Item 5.  Other Matters

     (a)  On March 31, 2000,  the  Registrant  issued the press  release that is
          attached  hereto as Exhibit  99, and which is  incorporated  herein by
          reference.

     (b)  Exhibits.

     99   - Press Release,  dated March 31, 2000, issued by Computer Task Group,
          Incorporated.

                                       2
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                           COMPUTER TASK GROUP, INCORPORATED
                                           (Registrant)

Date:    March 31, 2000                     By:   \S\ James R. Boldt
                                               --------------------------
                                                   James R. Boldt
                                                   Vice President and
                                                   Chief Financial Office

                                       3


N  E  W  S    R  E  L  E  A  S  E

CONTACTS:

Investors:                                      Media:
James R. Boldt                                  Greg Ossmann
Vice President & Chief Financial Officer        CTG Director of Public Relations
(716) 887-7221                                  (513) 564-0909 ext. 1762

            CTG Announces Revised Estimates and Restructuring Charge
         One-time Charge To Align CTG's Costs As It Repositions Business

BUFFALO, N.Y. -- March 31, 2000 -- CTG (NYSE: TSK), an international information
technology  (IT) and  e-business  solutions  company,  today  announced  that it
currently anticipates 2000 revenues will be in the range of $420 to $450 million
because  IT  spending  has not  returned  to the levels  the  company  expected.
Excluding  the  restructuring  charge  described  below,  earnings  for 2000 are
estimated  at $0.40 to $0.60 per  diluted  share  based on  currently  available
information.  The  company  added  that it  will  continue  to make  significant
investments in e-business and enterprise-wide solutions in 2000.

In the first  quarter  of 2000,  CTG will also take an  after-tax  restructuring
charge of $3.5 to $3.8  million  or $0.21 to $0.23 per  diluted  share for costs
primarily associated with severance. This charge allows the company to align its
costs with the strategic business focus announced earlier in the year.

Excluding  the  one-time  restructuring  charge,  CTG  expects to report a first
quarter  2000  net  loss in the  range of  $0.05  to  $0.07  per  diluted  share
reflecting  lower  than  anticipated  revenues  and  costs  for  investments  in
e-business.  Final  results for the quarter will be released  after the close of
the market on April 17, 2000.

"Taking  the  charge now  clears  the way for CTG to  reposition  itself for the
growth  anticipated  for the IT services market in the second half of the year,"
said CTG  Chairman and Chief  Executive  Officer  Gale S.  Fitzgerald.  "We will
increase  our  competitiveness  and  market  reach  in  our  ITCapital  staffing
business,  sharpen our focus in the application and systems management  business
of Exemplar and capitalize on the strategy for Zenius, our e-business  solutions
venture. In addition,  CTG HealthCare Solutions has created new services to take
advantage of opportunities in the rapidly changing health care market."

<PAGE>
                                   -- MORE --
                                                                               2

Backed by more than 30 years'  experience,  CTG  provides  business  consulting,
e-business,  and IT  management  solutions to help Global 2000 clients  focus on
their core  business  and use IT as a  competitive  advantage  to excel in their
markets. CTG combines a deep understanding of the business power of the Internet
with integrated,  end-to-end services,  proprietary service  methodologies,  and
CTG's proven  track record of  delivering  solutions  that work.  With more than
4,500 IT and business consulting professionals worldwide, CTG generated revenues
of $472 million in 1999. More  information  about CTG is available on the Web at
http://www.ctg.com.

This  document  contains  certain  forward-looking   statements  concerning  the
Company's current  expectations as to future growth.  These statements are based
upon a review of industry  reports,  current  business  conditions  in the areas
where the Company does  business,  the  availability  of qualified  professional
staff and other  factors  which involve risk and  uncertainty.  As such,  actual
results may differ  materially  in response  to a change in such  factors.  Such
forward-looking  statements  should be read in  conjunction  with the  Company's
disclosures  set forth in the  Company's  1999  Form  10-K and the  Management's
Discussion and Analysis  section of the Company's 1999 annual report,  which are
incorporated by reference.

                                    -- END --

Today's  news  release,  along  with CTG news  releases  for the past  year,  is
available  by fax at no charge  by  calling  Corporate  News on the Net at (800)
742-7505 or on the World Wide Web at: http://www.ctg.com.


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