As filed with the Securities and Exchange Commission on June 22, 2000
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 2000 Equity Award Plan
(Full Title of the Plan)
Copy to:
Peter P. Radetich, Esq. Ward B. Hinkle, Esq.
Computer Task Group, Incorporated Hodgson, Russ, Andrews, Woods
800 Delaware Avenue & Goodyear LLP
Buffalo, New York 14209 One M&T Plaza-Suite 2000
(716) 882-8000 Buffalo, New York 14203
(Name, address and telephone (716) 856-4000
number of agent for service)
Calculation of Registration Fee
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Offering Aggregate
Title of Securities Amount to be Price Offering Amount of
to be Registered Registered Per Share Price(1) Registration Fee
---------------------------------------------------------------------------------------------
Common Stock, par value $.01 2,000,000 $6.00 $12,000,000 $3,168
---------------------------------------------------------------------------------------------
</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 June 20, 2000.
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, 1999 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 Peter P. Radetich, Secretary and General Counsel to the
Registrant. As of June 13, 2000 Mr. Radetich beneficially owned Common Stock of
the Registrant in an amount equal to less than one percent of the issued and
outstanding shares.
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 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. Except where a person has been
successful in such matters, 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, 2002) which, in general, provides for
indemnification of officers and directors for any damages, costs or expenses up
to $20,000,000, less a $250,000 deductible for the Registrant and a $5,000
deductible per director ($50,000 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.
Section 402(b) 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. Computer Task Group, Incorporated 2000 Equity Award Plan
5. Opinion of Peter P. Radetich, Secretary and General Counsel for
Registrant as to legality of securities being registered
23. (a) Consent of Peter P. Radetich, Secretary and General Counsel
(b) Consent of Deloitte & Touche 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, 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]
<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-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 June 13, 2000.
COMPUTER TASK GROUP, INCORPORATED
BY: /s/ Gale S. Fitzgerald
------------------------------------
Gale S. Fitzgerald
Chairman and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints JAMES R. BOLDT 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.
Signature Title Date
(a) Principal Executive Officer
Chairman, Chief Executive
/s/ Gale S. Fitzgerald Officer and Director June 13, 2000
Gale S. Fitzgerald
(b) Principal Financial and Accounting Officer
Vice President and
/s/ James R. Boldt Chief Financial Officer June 13, 2000
James R. Boldt
(c) Directors Date
/s/ Gale S. Fitzgerald June 13, 2000
/s/ Randolph A. Marks
Randolph A. Marks May 31, 2000
/s/ R. Keith Elliott
R. Keith Elliott June 13, 2000
/s/ Richard L. Crandall
Richard L. Crandall June 13, 2000
/s/ George B. Beitzel
George B. Beitzel May 31, 2000
/s/ Barbara Z. Shattuck
Barbara Z. Shattuck June 13, 2000
<PAGE>
EXHIBIT INDEX
Page or
Exhibit No. Description Reference
4 Copy of Computer Task Group,
Incorporated 2000 Equity Award Plan (1)
5 Opinion of Peter P. Radetich,
Secretary and General Counsel to Registrant as to
legality of securities being registered Page 9
23 (a) Consent of Peter P. Radetich,
Secretary and General Counsel (included in Exhibit No. 5) Page 9
23 (b) Consent of Deloitte & Touche LLP Page 10
24 Power of Attorney (included on page 6 of this registration
statement)
(1) Filed as Appendix A to the Registrant's definitive Proxy Statement dated
March 29, 2000 in connection with the Registrant's annual meeting of
shareholders held on April 26, 2000 and incorporated herein by reference.
<PAGE>
Exhibit 5
Exhibit 23(a)
June 13, 2000
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 June 14, 2000
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act") with respect to 2,000,000 shares (the "Shares") of the
Company's common stock, $.01 par value, to be issued under the Computer Task
Group, Incorporated 2000 Equity Award Plan (the "Plan").
In connection with the opinions set forth in this letter, I have (1)
examined and relied upon originals or copies, certified or otherwise indentified
to my satisfaction, of documents, corporate records and other instruments, (2)
made such inquiries as to questions of fact of officers and representatives of
the Company and the proceedings relating to and actions taken by the Company in
connection with the adoption or amendment of the Plan, and (3) made such
examination of law, as I have deemed necessary or appropriate for the purpose of
giving the opinions expressed herein. 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 and sold 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/ Peter P. Radetich
Peter P. Radetich
General Counsel
<PAGE>
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Computer Task Group, Incorporated on Form S-8 of our reports dated February 4,
2000, appearing in and incorporated by reference in the Annual Report on Form
10-K of Computer Task Group, Inc. for the year ended December 31, 1999.
DELOITTE & TOUCHE LLP
Buffalo, N.Y.
June 13, 2000