<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 1998.
Registration No. 333-______
===============================================================================
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)
_____________________________
CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
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:
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 Amount of
To Be Registered Registered Price Per Share Offering Price Registration Fee
---------------- ---------- ----------------------- -------------------- ----------------
<S> <C> <C> <C> <C>
1991 STOCK OPTION
PLAN 1,801,460 shares $35.00(1) $ 63,051,100.00 $18,600.07
Common Stock 739,750 shares $36.00(2) $ 26,631,000.00 $ 7,856.15
(Par Value $.01) 764,400 shares $33.00(3) $ 25,225,200.00 $ 7,441.43
308,424 shares $22.88(4) $ 7,056,741.12 $ 2,081.74
385,966 shares $49.41(5) $ 19,070,580.06 $ 5,625.82
---------------- ---------------
TOTAL: 4,000,000 shares $141,034,621.18 $41,605.21
================ =============== ==========
Preferred Stock
Purchase Rights (6)
================================================================================================================
</TABLE>
(1) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 1,801,460 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) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 739,750 shares at an exercise price of $36.00 per
share. Pursuant to Rule 457(h)(1) of 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.
(3) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 764,400 shares at an exercise price of $33.00 per
share. Pursuant to Rule 457(h)(1) of 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.
(4) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 308,424 shares at an exercise price of $22.88 per
share. Pursuant to Rule 457(h)(1) of 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.
(5) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 385,966 shares at an exercise price of $49.41 per
share. Pursuant to Rule 457(h)(1) of 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.
(6) 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.
================================================================================
<PAGE>
-2-
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 (the "Commission")
on October 8, 1993 is effective. Pursuant to General Instruction E of Form S-8,
the contents of the above listed Registration Statement are hereby incorporated
by reference herein.
Item 3. Incorporation of Documents by Reference
---------------------------------------
In addition to the documents incorporated by reference in Item 3 of
Registration Statement No. 33-70114 on Form S-8, the following document filed
with the Commission is incorporated by reference in this Registration Statement:
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).
<PAGE>
-3-
Item 8. Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- -----------------------
<C> <S>
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 Amended and Restated 1991 Stock Option Plan of the
Registrant (filed as Exhibit 10.2 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, File No.
0-21040, and incorporated herein by reference).
4.5 Form of Incentive Stock Option Agreement for
Executive Officers, as amended, under the Amended
and Restated 1991 Stock Option Plan of the
Registrant (filed as Exhibit 10.5 to the
Registrant's Annual Report on Form 10-K for the
fiscal year December 31, 1997, File No. 0-21040,
and incorporated herein by reference).
4.6 Form of Incentive Stock Option Agreement for
Non-Executive Officer Employees, as amended, under
the Amended and Restated 1991 Stock Option Plan of
the Registrant (filed as Exhibit 10.6 to the
Registrant's Annual Report on Form 10-K for the
fiscal year December 31, 1997, File No. 0-21040,
and incorporated herein by reference).
</TABLE>
<PAGE>
-4-
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- -----------------------
<C> <S>
4.7 Form of Non-Qualified Stock Option Agreement for
Executive Officers, as amended, under the Amended
and Restated 1991 Stock Option Plan of the
Registrant (filed as Exhibit 10.5 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, File No. 0-21040, and
incorporated herein by reference).
4.8 Form of Non-Qualified Stock Option Agreement for
Non-Executive Officer Employees, as amended, under
the Amended and Restated 1991 Stock Option Plan of
the Registrant (filed as Exhibit 10.6 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, File No. 0-21040, and
incorporated herein by reference).
4.9 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).
</TABLE>
<PAGE>
-5-
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 and Arthur M. Toscanini 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>
Chief Executive Officer, April 10, 1998
- --------------------------------- President and Director (Principal
James K. Sims 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.
Director April 10, 1998
- ---------------------------------
Jack L. Messman
</TABLE>
<PAGE>
-6-
<TABLE>
<S> <C> <C>
/s/ John W. Poduska, Sr., Ph.D. Director April 10, 1998
- ---------------------------------
John W. Poduska, Sr., Ph.D.
/s/ James I. Cash, Jr., 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>
<PAGE>
-7-
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- -----------------------
<C> <S>
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 Amended and Restated 1991 Stock Option Plan of the
Registrant (filed as Exhibit 10.2 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, File No.
0-21040, and incorporated herein by reference).
4.5 Form of Incentive Stock Option Agreement for
Executive Officers, as amended, under the Amended
and Restated 1991 Stock Option Plan of the
Registrant (filed as Exhibit 10.5 to the
Registrant's Annual Report on Form 10-K for the
fiscal year December 31, 1997, File No. 0-21040,
and incorporated herein by reference).
4.6 Form of Incentive Stock Option Agreement for
Non-Executive Officer Employees, as amended, under
the Amended and Restated 1991 Stock Option Plan of
the Registrant (filed as Exhibit 10.6 to the
Registrant's Annual Report on Form 10-K for the
fiscal year December 31, 1997, File No. 0-21040,
and incorporated herein by reference).
</TABLE>
<PAGE>
-8-
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- -----------------------
<C> <S>
4.7 Form of Non-Qualified Stock Option Agreement for
Executive Officers, as amended, under the Amended
and Restated 1991 Stock Option Plan of the
Registrant (filed as Exhibit 10.5 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, File No. 0-21040, and
incorporated herein by reference).
4.8 Form of Non-Qualified Stock Option Agreement for
Non-Executive Officer Employees, as amended, under
the Amended and Restated 1991 Stock Option Plan of
the Registrant (filed as Exhibit 10.6 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, File No. 0-21040, and
incorporated herein by reference).
4.9 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).
</TABLE>
<PAGE>
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
1991 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 million (4,000,000) 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, and such other 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 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 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
<PAGE>
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
