<PAGE>
As filed with the Securities and Exchange Commission on August 7, 1996.
Registration No. 33-93056
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Cambridge Technology Partners (Massachusetts), Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-1320610
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
304 Vassar Street
Cambridge, Massachusetts 02139
(617) 374-9800
(Address of Principal Executive Offices) (Zip Code)
_____________________________
1991 Stock Option Plan
(Full title of the plan)
_____________________________
Arthur M. Toscanini
Chief Financial Officer
Cambridge Technology Partners (Massachusetts), Inc.
304 Vassar Street
Cambridge, Massachusetts 02139
(Name and address of agent for service)
(617) 374-9800
(Telephone number, including area code, of agent for service)
_____________________________
Copy to:
James P. O'Hare, Esq.
TESTA, HURWITZ & THIBEAULT, L.L.P.
High Street Tower, 125 High Street
Boston, Massachusetts 02110
(617) 248-7000
================================================================================
<PAGE>
-2-
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of securities Amount to be offering aggregate Amount of
to be registered registered price per share offering price registration fee
---------------- ---------- --------------- -------------- ----------------
<S> <C> <C> <C> <C>
1991 Stock
Option Plan
Common Stock
(Par Value $.01) 1,044,741 shares $ 15.67/(1)/ $16,371,091 $ 5,645.20
331,600 shares $23.1875/(2)/ $ 7,688,975 $ 2,651.37
1,623,659 shares $ 25.50/(3)/ $41,403,304 $14,277.00
===================== ================== ===================
TOTAL 3,000,000 shares $65,463,370 $22,573.57
</TABLE>
================================================================================
/(1)/ All of such shares are issuable upon the exercise of outstanding options
to purchase an aggregate of 1,044,741 shares at an exercise price of
$15.67 per share. Pursuant to rule 457(h)(1), the aggregate offering price
and the fee have been computed upon the basis of the price at which the
options may be exercised.
/(2)/ All of such shares are issuable upon the exercise of outstanding options
to purchase an aggregate of 331,600 shares at an exercise price of
$23.1875 per share. Pursuant to rule 457(h)(1), the aggregate offering
price and the fee have been computed upon the basis of the price at which
the options may be exercised.
/(3)/ The price of $25.50 per share, which is the average of the high and low
prices reported on the Nasdaq National Market on August 5, 1996, is set
forth solely for purposes of calculating the filing fee pursuant to Rule
457(c) and has been used only for those shares without a fixed exercise
price.
================================================================================
<PAGE>
-3-
This Registration Statement registers additional securities of the same
class as other securities for which the Registration Statement No. 33-70114 on
Form S-8 as filed with the Securities and Exchange Commission on October 8, 1993
is effective. Pursuant to General Instruction E, the contents of the above-
listed Registration Statement are hereby incorporated by reference.
<PAGE>
-4-
Item 8. Exhibits.
--------
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Amended and Restated Certificate of
Incorporation of the Registrant (filed
as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1,
File No. 33-56338, and incorporated
herein by reference).
4.2 Amended and Restated By-laws of the
Registrant (filed as Exhibit 3.2 to the
Registrant's Registration Statement on
Form S-1, File No. 33-56338, and
incorporated herein by reference).
4.3 Specimen Stock Certificate representing
the Common Stock of the Registrant
(filed as Exhibit 4.1 to the
Registrant's Registration Statement on
Form S-1, File No. 33-56338, and
incorporated herein by reference).
4.4 1991 Stock Option Plan of the
Registrant as amended.
4.5 Form of Incentive Stock Option
Agreement for Executive Officers under
the 1991 Stock Option Plan of the
Registrant (filed as Exhibit 10.9 to
the Registrant's Registration Statement
on Form S-1, File No. 33-55658, and
incorporated herein by reference).
4.6 Form of Incentive Stock Option
Agreement for Non-Executive Employees
under the 1991 Stock Option Plan of the
Registrant (filed as Exhibit 10.24 to
the Registrant's Registration Statement
on Form S-1, File No. 33-55658, and
incorporated herein by reference).
4.7 Form of Non-Qualified Officer Stock
Option Agreement for Executive Officers
(filed as Exhibit 10.7 to the
Registrant's Registration Statement on
Form S-1, File No. 33-56338, and
incorporated herein by reference).
<PAGE>
-5-
4.8 Form of Non-Qualified Officer Stock
Option Agreement for Non-Executive
Employees (filed as Exhibit 10.8 to the
Registrant's Registration Statement on
Form S-1, File No. 33-56338, and
incorporated herein by reference).
5.1 Opinion of Testa, Hurwitz & Thibeault,
L.L.P.
24.1 Consent of Testa, Hurwitz & Thibeault,
L.L.P. (included in Exhibit 5.1).
24.2 Consent of Coopers & Lybrand L.L.P.
<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 Cambridge and the Commonwealth of Massachusetts, on
this 7th day of August, 1996.
Cambridge Technology Partners
(Massachusetts), Inc.
By: /s/ Arthur M. Toscanini
---------------------------------
Arthur M. Toscanini
Senior Vice President of Finance
Signature Capacity Date
--------- -------- ----
/s/ James K. Sims Chief Executive Officer, August 7, 1996
- ------------------------------- President and Director
James K. Sims
/s/ Arthur M. Toscanini Senior Vice President of August 7, 1996
- ------------------------------- Finance, Chief Financial
Arthur M. Toscanini Officer, Treasurer and
Secretary
/s/ Robert L. Gett Executive Vice President, August 7, 1996
- ------------------------------- President, Cambridge
Robert L. Gett Technology Partners (North
America) and Director
/s/ Warren V. Musser Director August 7, 1996
- -------------------------------
Warren V. Musser
/s/ Jean C. Tempel Director August 7, 1996
- -------------------------------
Jean C. Tempel
/s/ Robert E. Keith, Jr. Director August 7, 1996
- -------------------------------
Robert E. Keith, Jr.
/s/ Jack L. Messman Director August 7, 1996
- -------------------------------
Jack L. Messman
/s/ John W. Poduska, Sr., Ph.D. Director August 7, 1996
- -------------------------------
John W. Poduska, Sr., Ph.D.
/s/ James I. Cash, Jr., Ph.D. Director August 7, 1996
- -------------------------------
James I. Cash, Jr., Ph.D.
/s/ James D. Robinson III Director August 7, 1996
- -------------------------------
James D. Robinson III
<PAGE>
EXHIBIT 4.4
CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
1991 STOCK OPTION PLAN
----------------------
1. PURPOSE
The name of this plan is the Cambridge Technology Partners
(Massachusetts), Inc. 1991 Stock Option Plan (the "Plan"). The purpose of the
Plan is to promote the long-term success of Cambridge Technology Partners
(Massachusetts), Inc., a Delaware corporation (the "Company"), by providing
financial incentives to the officers, employees, directors and consultants of
the Company who are in positions to make significant contributions toward such
success. The Plan is designed to attract individuals of outstanding ability to
become or to continue as officers, employees, directors or consultants of the
Company, to enable such individuals to acquire or increase proprietary interests
in the Company through the ownership of shares of Common Stock of the Company,
and to render superior performance during their associations with the Company.
The Company intends that this purpose will be effected by the granting pursuant
to the Plan of options for shares of the Company's Common Stock (hereinafter
referred to as "Options") that either do meet the definition of "incentive stock
options" ("Incentive Options") in Section 422(b) of the Internal Revenue Code of
1986, as amended (the "Code"), or do not meet such definition ("Nonqualified
Options").
References herein to "the Company" shall include any successor
corporation to the Company and also any subsidiary of the Company (such that, if
the Company has one or more subsidiaries, individuals who are officers or key
employees thereof are eligible to be granted Options under the Plan).
2. OPTIONS TO BE GRANTED AND ADMINISTRATION
(a) Options granted under the Plan may be either Incentive Options or
Nonqualified Options. An Option shall not be considered to be an Incentive
Option unless designated as such at the time of grant or in the option agreement
relating to such option, and any option that is not so designated (or even if so
designated fails to meet the definition of "incentive stock option" under
Section 422(b) of the Code) shall be a Nonqualified Option. Unless otherwise
specified in a particular grant, Options granted under the Plan are intended to
qualify as performance-based compensation to the extent required under Section
162(m) of the Code and the regulations thereunder.
(b) The Plan shall be administered by a committee (the "Option
Committee") of not less than two members of the Board of Directors of the
Company selected by and from the members of the Company's Board of Directors in
accordance
<PAGE>
with the provisions of the Company's By-Laws relating to the appointment of
Committees; provided, however, that the Plan shall be administered so that
Options granted under the Plan will qualify for the benefits provided by Rule
16b-3 (or any successor rule to the same effect) under the Securities Exchange
Act of 1934 and by Section 162(m) of the Code (or any successor provision to the
same effect) and the applicable regulations thereunder. Subject to the
provisions of this Plan, the Option Committee shall exercise all powers under
the Plan, unless and until other action is taken by the Company's Board of
Directors. Action by the Option Committee shall require the affirmative vote of
a majority of all its members, and a further vote of the Company's Board of
Directors shall be required for the approval of any and all grants of Options
recommended by the Option Committee.
(c) Subject to the terms and conditions of the Plan, the Option
Committee shall have the power:
(i) To determine from time to time the Options to be granted to eligible
persons under the Plan, and to prescribe the terms and provisions (which need
not be identical) of each Option granted under the Plan to such persons, and
to recommend the grant of Options to the Board of Directors of the Company
for its approval;
(ii) To construe and interpret the Plan and Options granted thereunder and
to establish, amend, and revoke rules and regulations for administration of
the Plan. In this connection, the Option Committee may correct any defect or
supply any omission, or reconcile any inconsistency in the Plan, or in any
option agreement, in the manner and to the extent it shall deem necessary or
expedient to make the Plan fully effective. All decisions and determinations
by the Option Committee and, with respect to the grant of Options, by the
Board of Directors of the Company in the exercise of this power shall be
final and binding upon the Company and all optionees; and
(iii) Generally, to exercise such powers and to perform such acts as are
deemed necessary or expedient to promote the best interests of the Company
with respect to the Plan.
3. STOCK SUBJECT TO THE PLAN
(a) The stock subject to the Options granted under the Plan shall be
shares of the Company's authorized but unissued common stock, par value $.01 per
share (the "Common Stock"), or previously issued shares of Common Stock that
have been reacquired and reserved by the Company's Board of Directors for resale
upon exercise of Options granted under the Plan. The total number of shares of
Common Stock that may be issued pursuant to Options granted under the Plan shall
not exceed an aggregate of 4,000,000 shares of Common Stock. Such number shall
be subject to adjustment as provided in Section 9 hereof.
<PAGE>
(b) Whenever any outstanding Option under the Plan expires, is
cancelled or is otherwise terminated (other than by exercise), the shares of
Common Stock allocable to the unexercised portion of such Option may again be
the subject of Options under the Plan.
(c) No employee of the Company may be granted Options to acquire, in
the aggregate, more than 1,000,000 shares of Common Stock under the Plan. If any
Option granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable in
whole or in part, the unpurchased shares subject to such Option shall be
included in the determination of the aggregate number of shares of Common Stock
deemed to have been granted to such employee under the Plan .
4. STOCK OPTION GRANTS
(a) Incentive Options may be granted only to persons who are employees
of the Company, including members of the Board of Directors who are also
employees of the Company. Nonqualified Options may be granted to officers and
employees of the Company, to directors of the Company, whether or not they are
also employees of the Company, to consultants to the Company who are not
employees, and to such other persons as the Option Committee shall select from
time to time. The determination of the persons eligible to receive grants, the
number of shares of Common Stock for which Options are granted and the
determination of whether an Option shall be an Incentive Option or a
Nonqualified Option shall be made by the Option Committee, subject to the
approval of the Board of Directors of the Company.
(b) No person shall be eligible to receive any Incentive Option under
the Plan if at the date of grant such person beneficially owns (or would own
upon the exercise of any Options held, or which upon such grant would be held,
by such person) in excess of ten percent (10%) of the outstanding shares of
Common Stock, unless (i) the exercise price is at least 110% of the fair market
value (determined as provided in Section 5(d) hereof at the time the Incentive
Option is granted) of the shares of Common Stock subject to the Option and (ii)
such Option by its terms is not exercisable after the expiration of five (5)
years from the date such Option is granted.
(c) The aggregate fair market value (determined as provided in Section
5(d) hereof at the time the Incentive Option is granted) of shares of Common
Stock with respect to which any Incentive Option is exercisable for the first
time by the optionee during any calendar year (plus the value of any other such
shares of Common Stock first purchasable in such year under any other Option
under the Plan or any other plan of the Company or any parent or subsidiary
thereof intended to be an "incentive stock option" under Section 422 of the
Code) shall not exceed $100,000, and no person shall be eligible to receive an
Incentive Option for shares of Common Stock in excess of such limitation.
<PAGE>
5. TERMS OF THE OPTION AGREEMENTS
Each option agreement for Options granted under the Plan shall contain
such provisions as the Option Committee shall from time to time deem
appropriate. Option agreements need not be identical, but each option agreement
by appropriate language, or by reference to this Section 5 of the Plan, shall
include the substance of all of the following provisions:
(a) Expiration. Each Option shall expire on the date specified in the
option agreement, which date shall not be later than the tenth anniversary of
the date on which the Option was granted. Each Incentive Option shall in any
event expire not later than three months after the optionee is for any reason no
longer employed by the Company, except (i) if such termination of employment
results from optionee's disability (within the meaning of Section 22(e)(3) of
the Code), an Option may be exercised within twelve months thereafter, whether
or not exercisable at the time of such termination, and (ii) if such termination
of employment results from the optionee's death, an Option may be exercised by
his executors or administrators within twenty-four months thereafter, whether or
not exercisable at the time of such termination.
(b) Exercise. Unless the Option Committee shall otherwise determine at
the time an Option is granted, each Option shall become vested and exercisable
with respect to 25% of the shares of Common Stock subject to such Option as of
the first anniversary of the date of grant and, thereafter, with respect to an
additional 2.083% of the shares subject to such Option as of the same day (or
the immediately preceding day if a month does not have such day) of each
calendar month thereafter, so that such Option shall be exercisable in full as
of the fourth anniversary of the date of grant. Unless otherwise provided in the
vote of either the Option Committee or the Board of Directors of the Company,
for this purpose the date of the grant of an Option shall be the date on which
the Board of Directors approves the grant. To the extent not exercised, vested
installments shall accumulate and be exercisable in whole or in part at any time
after becoming exercisable, but not later than the date the Option expires or
terminates.
(c) Purchase Price. Unless the Option Committee shall otherwise
determine at the time the Option is granted, the purchase price per share of
Common Stock under each Option shall be not less than the fair market value of a
share of Common Stock on the date the Option is granted. For the purposes of the
Plan, the fair market value of the shares of Common Stock shall be determined by
the Option Committee with the approval of the Board of Directors of the Company.
6. LIMITATION ON RIGHTS OF OPTIONEES
(a) Options Nontransferable. No Option shall be transferable by any
optionee other than by will or by the laws of descent and distribution. Options
may be exercised during the optionee's lifetime only by the optionee (or, if the
optionee is
<PAGE>
disabled and so long as the Option remains exercisable, by the optionee's duly
appointed guardian or other legal representative).
(b) No Shareholder Rights. No optionee shall be deemed for any purpose
to be the owner of any shares of Common Stock subject to any Option unless and
until (i) the Option shall have been exercised pursuant to the terms thereof,
(ii) the Company shall have issued and delivered the shares to the optionee, and
(iii) the optionee's name shall have been entered as a shareholder of record on
the books of the Company. Thereupon, the optionee shall have full voting,
dividend and other ownership rights with respect to such shares of Common Stock.
(c) No Employment Rights. Neither the Plan nor the grant of any Option
thereunder shall be deemed to confer upon any optionee any rights of employment
with the Company, including without limitation any right to continue in the
employ of the Company, or affect the right of the Company to terminate the
employment of an optionee at any time, with or without cause.
(d) Authority of Company. The existence of the Options shall not
affect: the right or power of the Company or its shareholders to make
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; any issue of bonds, debentures,
preferred or prior preference stock affecting the Common Stock or the rights
thereof; the dissolution or liquidation of the Company, or sale or transfer of
any part of its assets or business; or any other act, whether of a similar
character or otherwise.
7. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
(a) Notice of Exercise. Any Option granted under the Plan may be
exercised by the optionee by delivering to the Chief Financial Officer of the
Company (or such other representative of the Company as the Option Committee may
designate) on any business day a written notice specifying the number (which
shall be consistent with the provisions of Section 5(b) hereof) of shares of
Common Stock the optionee then desires to purchase (the "Notice").
(b) Payment. Payment for the shares of Common Stock purchased pursuant
to the exercise of an Option shall be made either (i) in cash or by check
representing good funds in an amount equal to the option price for the number of
shares of Common Stock specified in the Notice (the "Total Option Price"), or
(ii) if authorized by the applicable option agreement, by the valid and properly
completed transfer to the Company of a number of shares of Common Stock having a
fair market value, determined as provided in Section 5(d) hereof, equal to or
less than the Total Option Price, plus cash or check in an amount equal to the
excess, if any, of the Total Option Price over the fair market value of such
shares of Common Stock.
<PAGE>
8. NOTICE OF DISPOSITION; WITHHOLDING; ESCROW
An optionee shall immediately notify the Company in writing of any
sale, transfer, assignment or other disposition (or action constituting a
disqualifying disposition within the meaning of Section 421 of the Code) of any
shares of Common Stock acquired through exercise of an Incentive Option, within
two (2) years after the grant of such Incentive Option or within one (1) year
after the acquisition of such shares of Common Stock, setting forth the date and
manner of disposition, the number of shares of Common Stock disposed of and the
price at which such shares of Common Stock were disposed of. The Company shall
be entitled to withhold from any compensation or other payments then or
thereafter due to the optionee such amounts as may be necessary to satisfy any
withholding requirements of federal or state law or regulation and, further, to
collect from the optionee any additional amounts which may be required for such
purpose as a condition of delivering the shares of Common Stock acquired
pursuant to an Option. The Option Committee may, in its discretion, require
shares of Common Stock acquired by an optionee upon exercise of an Incentive
Option to be held in an escrow arrangement for the purpose of enabling
compliance with this Section 8.
9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
(a) Events for Adjusting Number and Price. If the shares of Common
Stock as a whole are changed into or exchanged for a different number or kind of
shares or securities of the Company, whether through reorganization,
recapitalization, reclassification, stock dividend or other distribution, split,
combination of interests, exchange of interests, change in corporate structure
or the like, an appropriate and proportionate adjustment shall be made in the
number and kind of shares of Common Stock subject to the Plan and in the number,
kind, and per share exercise price of shares of Common Stock subject to
unexercised Options or portions thereof granted prior to any such change. In the
event of any such adjustment in an outstanding Option, the optionee thereafter
shall have the right to purchase the number of shares of Common stock under such
Option at the per share price, as so adjusted, which the optionee could purchase
at the total purchase price applicable to the Option immediately prior to such
adjustment.
(b) Option Committee and Board Action. Adjustments under this Section 9
shall be determined by the Option Committee and approved and ratified by the
Board of Directors of the Company, and such determinations shall be conclusive.
The Option Committee shall have the discretion and power in any such event to
determine and to make effective provision for acceleration of the time or times
at which any Option or portion thereof shall become exercisable. No fractional
interests shall be issued under the Plan on account of any adjustment specified
above.
10. AMENDMENT OR TERMINATION OF PLAN. The Board of Directors of the
Company may modify, revise or terminate this Plan at any time and from time to
time, except that, other than as provided in Section 9 hereof, no amendment
shall be effective unless approved by the stockholders of the Company in
accordance with
<PAGE>
applicable law and regulations at an annual or special meeting held within
twelve (12) months before or after the date of adoption of such amendment, where
such amendment will:
(a) increase the number of shares of Common Stock as to which Options
may be granted under the Plan;
(b) change in substance Section 4 hereof relating to eligibility to
participate in the Plan;
(c) change the minimum purchase price of Incentive Options to be
granted under the Plan;
(d) increase the maximum term of Options provided herein; or
(e) otherwise materially increase the benefits accruing to
participants under the Plan.
Except as provided in Section 9 hereof, rights and obligations under
any Option granted before any amendment of the Plan shall not be altered or
impaired by such amendment, except with the consent of the optionee.
11. EFFECTIVE DATE; NONEXCLUSIVITY
(a) Effective Date. This Plan will be deemed to have been adopted and
to be effective when approved by the stockholders of the Company in compliance
with Temporary Regulation (S)14a-422A-2 under the Code.
(b) Nonexclusivity. The adoption of the Plan shall not be construed as
creating any limitations on the power of the Board of Directors of the Company
to adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of options otherwise than under the Plan, and
such arrangements may be either applicable generally or only in specific cases.
12. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW
(a) Securities Laws. If in the opinion of legal counsel for the Company
the issuance or sale of any shares of Common Stock pursuant to the exercise of
an Option would not be lawful for any reason, including without limitation the
inability of the Company to obtain from any governmental authority or regulatory
body having jurisdiction the authority deemed by such counsel to be necessary to
such issuance or sale, the Company shall not be obligated to issue or sell any
shares of Common Stock pursuant to the exercise of an Option to an Optionee or
any other authorized person unless a registration statement that complies with
the provisions of the Securities Act of
<PAGE>
1933, as amended, (the "Act") in respect of such shares of Common Stock is in
effect at the time thereof, or other appropriate action has been taken under and
pursuant to the terms and provisions of the Act, or the Company receives
evidence satisfactory to such counsel that the issuance and sale of such shares
of Common Stock, in the absence of an effective registration statement or other
appropriate action, would not constitute a violation of the Act or any
applicable state securities law. The Company is in no event obligated to
register any such shares of Common Stock, to comply with any exemption from
registration requirements or to take any other action which may be required in
order to permit, or to remedy or remove any prohibition or limitation on, the
issuance or sale of such shares of Common Stock of any optionee or other
authorized person.
(b) Withholding Taxes. As a condition of exercise of an Option, the
Company may, in its sole discretion, withhold or require the optionee to pay or
reimburse the Company for any taxes which the Company determines are required to
be withheld in connection with the grant or any exercise of an Option.
(c) Governing Law. The Plan shall be interpreted such that all options
hereunder intended to be Incentive Options shall meet the requirements therefor
set forth in Section 422 of the Code (and any applicable regulations, rulings or
judicial decisions interpreting said Section). Otherwise, the Plan shall be
governed by and interpreted under the laws of the State of Delaware.
13. TERMINATION OF GRANTING OF OPTIONS UNDER THE PLAN
No Option may be granted under the Plan after the tenth anniversary of
the effective date of the Plan.
<PAGE>
[LETTERHEAD OF TESTA, HURWITZ & THIBEAULT APPEARS HERE]
August 2, 1996
Cambridge Technology Partners
(Massachusetts), Inc.
304 Vassar Street
Cambridge, Massachusetts 02139
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") filed by Cambridge Technology Partners
(Massachusetts), Inc. (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to three
million (3,000,000) shares of Common Stock, $.01 par value, of the Company (the
"Shares").
We are counsel to the Company and are familiar with the proceedings of its
stockholders and Board of Directors. We have examined original or certified
copies of the Company's certificate of incorporation, as amended, the Company's
by-laws, as amended, the corporate records of the Company to the date hereof,
and such other certificates, documents, records and materials as we have deemed
necessary in connection with this opinion letter.
We are members of the Bar of the Commonwealth of Massachusetts and are not
expert in, and express no opinion regarding, the laws of any jurisdictions other
than the Commonwealth of Massachusetts, the General Corporation Law of the State
of Delaware and the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares proposed to be issued by the Company pursuant to the 1991 Stock Option
Plan (the "Plan") will be, upon receipt of the consideration provided for in the
Plan, validly issued, fully paid and nonassessable after issuance of such Shares
in accordance with the terms of the Plan.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, L.L.P.
<PAGE>
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Cambridge Technology Partners (Massachusetts), Inc. (the "Company") on Form S-8
of our reports dated January 29, 1996, except as to the information presented in
Note R for which the date is March 19, 1996, on our audits of the consolidated
financial statements and financial statement schedule of Cambridge Technology
Partners (Massachusetts), Inc. as of December 31, 1995 and 1994 and for each of
the three years in the period ended December 31, 1995, which reports are
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
August 5, 1996
