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Filed pursuant to Rule 424(b)(3)
and Rule 424(c)
Registration Statement No. 333-43127
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JANUARY 16, 1998)
933,824 SHARES
CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
COMMON STOCK
_______________________
This Prospectus Supplement relates to the sale of up to an aggregate of
933,824 shares of the common stock, par value $.01 per share (the "Common
Stock"), of Cambridge Technology Partners (Massachusetts), Inc. ("Cambridge
Technology Partners" or the "Company") by Parnib Belgie NV, Fens Limited, Ian
Clarkson, Arrow Nominees, Inc., Peter Clements, Michael Trenouth and Sean
Tipping, each of which is a stockholder of the Company (collectively, the
"Selling Stockholders"). These shares may be placed by BT Alex. Brown
Incorporated in block trades in which BT Alex. Brown Incorporated will act as
principal, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. In connection therewith,
BT Alex. Brown Incorporated may receive compensation in the form of discounts,
consessions, commissions or fees from the Selling Stockholders or from the
purchasers of such shares to whom BT Alex. Brown Incorporated may sell as
principal. See "Selling Stockholders" and "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
shares of Common Stock pursuant to this Prospectus Supplement. The Company has
agreed to bear all of the expenses in connection with the registration and sale
of such shares (other than selling discounts and commissions).
The Common Stock of the Company is quoted on the Nasdaq National Market
under the symbol "CATP." On February 12, 1998, the last reported sale price for
the Common Stock of the Company on the Nasdaq National Market was $45.5625 per
share.
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SEE "RISK FACTORS" ON PAGE 6 OF THE ACCOMPANYING PROSPECTUS FOR INFORMATION
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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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.
_______________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS TO WHICH IT RELATES IN CONNECTION WITH THE OFFERING MADE HEREBY, AND
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY OTHER PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS TO WHICH IT RELATES
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE RESPECTIVE DATES HEREOF AND THEREOF. THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS TO WHICH IT RELATES DO NOT CONSTITUTE AN OFFER TO
OR SOLICITATION OF ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION MAY NOT BE LAWFULLY MADE.
The date of this Prospectus Supplement is February 13, 1998.
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Reference is hereby made to the accompanying Prospectus dated January 16,
1998 and the information incorporated therein by reference.
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder who may
offer and sell shares of Common Stock pursuant to this Prospectus Supplement and
the maximum number of shares which may be offered and sold pursuant thereto.
Maximum Number of Shares of
Common Stock Offered Pursuant to
Selling Stockholders this Prospectus Supplement
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Parnib Belgie NV 558,824
Fens Limited 125,000
Ian Clarkson 65,000
Arrow Nominees, Inc. 60,000
Peter Clements 59,000
Michael Trenouth 40,500
Sean Tipping 25,500
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TOTAL: 933,824
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The shares of Common Stock which may be offered and sold by the
Selling Stockholders pursuant to this Prospectus Supplement represent a portion
of the shares which the Selling Stockholders are eligible to sell under the
Prospectus to which this Prospectus Supplement relates. Other information about
the Selling Stockholders is included in the Prospectus.
PLAN OF DISTRIBUTION
The sale of shares of Common Stock pursuant to this Prospectus Supplement
by the Selling Stockholders is not subject to any underwriting agreement. The
shares of Common Stock covered by this Prospectus Supplement may be placed by BT
Alex. Brown Incorporated in block trades in which BT Alex. Brown Incorporated
will act as principal, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. In
connection which such trades, BT Alex. Brown Incorporated may receive
compensation in the form of discounts, concessions, commissions, or fees from
the Selling Stockholders and/or purchasers of the shares of Common Stock to whom
BT Alex. Brown Incorporated may sell as principal (which compensation might be
in excess of customary commissions). In connection with such sales, BT Alex.
Brown Incorporated may be deemed to be an underwriter and any commissions or
other compensation received by BT Alex. Brown Incorporated might be deemed to be
underwriting discounts and commissions within the meaning of the Securities Act
of 1933.
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