<PAGE>
As filed with the Securities and Exchange Commission on April 10, 1998
REGISTRATION NO. 333-________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)
-------------------------
CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
1997 STOCK OPTION PLAN
(Full Title of the Plan)
-------------------------
ARTHUR M. TOSCANINI
Chief Financial Officer
Cambridge Technology Partners (Massachusetts), Inc.
304 Vassar Street
Cambridge, Massachucsetts 02139
(Name and Address of Agent For Service)
(617) 374-9800
(Telephone Number, Including Area Code, of Agent For Service)
-------------------------
COPY TO:
Steven C. Browne, Esq.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Aggregate Offering Amount of
To Be Registered Registered Price Per Share Price Registration Fee
- ------------------- ------------ ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
1997 STOCK
OPTION PLAN 160,000 shares $ 35.00(1) $ 5,600,000.00 $1,652.00
Common Stock
(Par Value $.01) 290,000 shares $ 50.50(2) $ 14,645,000.00 $4,320.28
-------------- ----------- --------------- ---------
TOTAL 450,000 shares $ 20,245,000.00 $5,972.28
============== =============== =========
Preferred Stock
Purchase Rights (3)
===========================================================================================================
</TABLE>
(1) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 160,000 shares at an exercise price of $35.00 per
share. Pursuant to Rule 457(h)(1) of the Securities Act of 1933 (the
"Securities Act"), the aggregate offering price and the fee have been
computed upon the basis of the price at which the options may be exercised.
(2) The price of $50.50 per share, which is the average of the high and low
price of the Common Stock of the Registrant as reported on the Nasdaq
National Market on April 8, 1998, is set forth solely for purposes of
calculating the filing fee pursuant to Rule 457(c) of the Securities Act
and has been used only for those shares without a fixed exercise price.
(3) Pursuant to the Rights Agreement of the Registrant, one right to purchase a
unit of preferred stock of the Registrant (each a "Preferred Stock Purchase
Right" or "Right") is deemed to be delivered with each share of Common
Stock issued by the Registrant. The Rights currently are not separately
transferable apart from the Common Stock, nor are they exercisable until
the occurrence of certain events. Accordingly, no independent value has
been attributed to the Rights.
================================================================================
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
----------------
The documents containing the information specified in this Item 1 will
be sent or given to employees and consultants of the Registrant or others as
specified by Rule 428(b)(1) of the Securities Act. In accordance with the rules
and regulations of the Securities and Exchange Commission (the "Commission") and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------
The documents containing the information specified in this Item 2 will
be sent or given to employees and consultants of the Registrant or others as
specified by Rule 428(b)(1) of the Securities Act. In accordance with the rules
and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 0-21040).
(b) The description of the Registrant's Common Stock, $.01 par value per
share, contained in the Registrant's Registration Statement on Form 8-A
filed pursuant to Section 12(g) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), on December 24, 1992, including any
amendment or report filed for the purpose of updating such description
(File No. 0-21040).
(c) The description of the Registrant's Preferred Stock Purchase Rights
which accompany each share of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A filed pursuant
to the Exchange Act on July 1, 1997, including any amendment or report
filed for the purpose of updating such description (File No. 0-21040).
All documents subsequently filed with the Commission 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
offered herein have been sold or which deregisters all securities then
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remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Delaware General Corporation Law, the Amended and Restated
Certificate of Incorporation, as amended, of the Registrant and the Registrant's
Amended and Restated By-laws provide for indemnification of the Registrant's
directors and officers for liabilities and expenses that they may incur in such
capacities. In general, directors and officers are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and with respect to any
criminal action or proceeding, actions that the indemnitee had no reasonable
cause to believe were unlawful. The Registrant maintains directors' and
officers' liability insurance to insure the directors and certain officers of
the Registrant against certain liabilities and certain expenses in connection
therewith which arise out of or in connection with their capacities as such.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Amended and Restated Certificate of
Incorporation of the Registrant, as amended
(filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-3 (File
No. 333-43127), 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).
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Exhibit No. Description of Exhibit
----------- ----------------------
4.4 Rights Agreement, dated as of June 23,
1997, by and between Cambridge Technology
Partners (Massachusetts), Inc. and
ChaseMellon Shareholder Services, LLC, as
Rights Agent (filed as Exhibit 4.1 to the
Registrant's Report on Form 8-K, dated June
23, 1997, and filed on July 1, 1997 (File
No. 0-21040) and incorporated herein by
reference).
5 Opinion of Testa, Hurwitz & Thibeault, LLP
(filed herewith).
23.1 Consent of Testa, Hurwitz & Thibeault, LLP
(included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P. (filed
herewith).
24 Power of Attorney (included on signature
page hereto).
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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such 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.
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(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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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) 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 the 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.
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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 10th day of April, 1998.
Cambridge Technology Partners
(Massachusetts), Inc.
By: /s/ Arthur M. Toscanini
------------------------------
Arthur M. Toscanini
Executive Vice President, Finance
EACH PERSON WHOSE SIGNATURE appears below this registration statement
hereby constitutes and appoints James K. Sims, Arthur M. Toscanini and James P.
O'Hare and each of them, with full power to act without the other, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities (until revoked in writing) to sign all amendments (including post-
effective amendments) to this Registration Statement on Form S-8 of Cambridge
Technology Partners (Massachusetts), Inc., and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission or any state securities commission or other
governmental entity pertaining to such registration and sale, granting unto said
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 fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ James K. Sims Chief Executive Officer, April 10, 1998
- ------------------------------------ President and Director
James K. Sims (Principal Executive Officer)
/s/ Arthur M. Toscanini Executive Vice President, April 10, 1998
- ------------------------------------ Finance, Chief Financial Officer
Arthur M. Toscanini and Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
/s/ Warren V. Musser Director April 10, 1998
- ------------------------------------
Warren V. Musser
/s/ Robert E. Keith, Jr. Director April 10, 1998
- ------------------------------------
Robert E. Keith, Jr.
/s/ Jack L. Messman Director April 10, 1998
- ------------------------------------
Jack L. Messman
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ John W. Poduska, Sr., Ph.D. Director April 10, 1998
- ------------------------------------
John W. Poduska, Sr., Ph.D.
Director April 10, 1998
- ------------------------------------
James I. Cash, Jr., Ph.D.
/s/ James D. Robinson III Director April 10, 1998
- ------------------------------------
James D. Robinson III
</TABLE>
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Amended and Restated Certificate of
Incorporation of the Registrant, as
amended (filed as Exhibit 4.1 to the
Registrant's Registration Statement on
Form S-3 (File No. 333-43127), 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 Rights Agreement, dated as of June 23,
1997, by and between Cambridge
Technology Partners (Massachusetts),
Inc. and ChaseMellon Shareholder
Services, LLC, as Rights Agent (filed as
Exhibit 4.1 to the Registrant's Report
on Form 8-K, dated June 23, 1997, and
filed on July 1, 1997 (File No. 0-21040)
and incorporated herein by reference).
5 Opinion of Testa, Hurwitz & Thibeault,
LLP (filed herewith).
23.1 Consent of Testa, Hurwitz & Thibeault,
LLP (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P.
(filed herewith).
24 Power of Attorney (included on signature
page hereto).
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EXHIBIT 5
-------------------------------
TESTA, HURWITZ & THIBEAULT, LLP
-------------------------------
ATTORNEYS AT LAW
High Street Tower, 125 High Street
Office (617) 248-7000 Boston, Massachusetts 02110 Fax (617) 248-7100
April 10, 1998
Cambridge Technology Partners (Massachusetts), Inc.
304 Vassar Street
Cambridge, Ma 02139
Re: Registration Statement on Form S-8 Relating to the
1997 Stock Option Plan Filed April 10, 1998
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 an
aggregate of four hundred and fifty thousand (450,000) 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 certificates, documents, records and materials as we
have deemed necessary in connection with this opinion letter.
We are members only of the Bar of the Commonwealth of Massachusetts and are
not experts 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 of 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 1997 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 and the option agreement evidencing the
options pursuant to which such Shares are issued.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
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EXHIBIT 23.2
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 February 2, 1998, on our audits for the consolidated
financial statements and financial statement schedule of the Company as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997, which reports are included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
/s/ Coopers & Lybrand, L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
April 10, 1998
