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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Commission
Date of Report (Date of earliest event reported): November 17, 1997
Cambridge Technology Partners (Massachusetts), Inc.
(Exact name of Registrant as specified in its charter)
304 Vassar Street, Cambridge, Massachusetts
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(Address of principal executive offices)
02139
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(Zip Code)
(617) 374-9800
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Registrant's telephone number, including area code
Delaware 0-21040 06-132-0610
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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Item 5. Other Events.
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On November 17, 1997, Cambridge Technology Partners (Massachusetts), Inc.
(the "Company") announced the commencement of an offer to acquire all of the
outstanding share capital and options to acquire ordinary shares of Peter
Chadwick Holdings Limited, a company organized under the laws of England ("Peter
Chadwick"). The offer is subject to the tender of at least 90% of each class of
Peter Chadwick's outstanding share capital on or about November 24, 1997, unless
extended by the Company. Peter Chadwick is a U.K. based leader in the
implementation of operational strategies and performance improvement programs.
The transaction will be completed in a stock-for-stock acquisition in which the
Company will issue 3,255,731 shares of the Company's common stock for all
outstanding share capital and options to acquire ordinary shares of Peter
Chadwick. In connection with the acquisition, 10% of the Company shares will be
held in escrow for one year to cover any reimbursable claims. The acquisition
will be accounted for under the pooling-of-interests method. The purchase price
and terms for the transaction were determined in arms-length negotiations. The
Company expects to incur a one-time charge of approximately $4.5 million in the
current fiscal quarter for costs related to the acquisition.
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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 hereunto duly authorized.
CAMBRIDGE TECHNOLOGY PARTNERS
(MASSACHUSETTS), INC.
November 20, 1997 By: /s/Arthur M. Toscanini
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Arthur M. Toscanini
Chief Financial Officer
