<PAGE>
As filed with the Securities and Exchange Commission on February 25, 1999.
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>
Title of Proposed Maximum Proposed Maximum
Securities To Be Amount To Be Offering Aggregate Amount of
Registered Registered Price Per Share Offering Price Registration Fee
- ---------------- ---------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock 186,929 shares $26.44 (1) $ 4,942,402.76 $ 1,373.99
(Par Value $.01) 715,120 shares $15.50 (2) $11,084,360.00 $ 3,081.45
2,317,880 shares $22.50 (3) $52,152,300.00 $14,498.34
780,071 shares $29.47 (4) $22,988,692.37 $ 6,390.86
---------------- -------------- ----------
TOTAL: 4,000,000 shares $91,167,755.13 25,344.64
================ ============== ==========
Preferred Stock
Purchase Rights(5) - - - -
</TABLE>
================================================================================
(1) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 186,929 shares at an exercise price of $26.44 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 715,120 shares at an exercise price of $15.50 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 2,317,880 shares at an exercise price of $22.50
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) The price of $29.47 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 February 23, 1999, 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.
(5) Pursuant to the Rights Agreement of the Registrant, as amended, 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>
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/A (Amendment No. 1) filed
pursuant to the Securities Exchange Act of 1934, as amended, on September 30,
1998, including any amendment or report filed for the purpose of updating such
description (File No. 0-21040).
<PAGE>
Item 8. Exhibits.
--------
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Amended and Restated Certificate of Incorporation
of the Registrant, as amended (filed as Exhibit 3.1
to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998, File No.
0-21040)*
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)*
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)*
4.4 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)*
4.5 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 Registration Statement on
Form 8-A/A (Amendment No. 1) filed on September 30,
1998, File No. 0-21040)*
4.6 Amendment No. 1 to the Rights Agreement, dated as
of September 30, 1998, by and between Cambridge
Technology Partners (Massachusetts), Inc. and
ChaseMellon Shareholder Services, LLC, as Rights
Agent (filed as Exhibit 4.2 to the Registrant's
Registration Statement on Form 8-A/A (Amendment No.
1) filed on September 30, 1998, File No. 0-21040)*
5 Opinion of Testa, Hurwitz & Thibeault, LLP**
23.1 Consent of Testa, Hurwitz & Thibeault, LLP
(included in Exhibit 5)**
23.2 Consent of PricewaterhouseCoopers LLP**
24 Power of Attorney (included on signature page
hereto)**
- -------------
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
** Filed herewith.
<PAGE>
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 25th day of February, 1999.
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, February 25, 1999
- --------------------------------- President and Director (Principal
James K. Sims Executive Officer)
/s/ Arthur M. Toscanini Executive Vice President, February 25, 1999
- --------------------------------- Finance, Chief Financial Officer
Arthur M. Toscanini and Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
/s/ Warren V. Musser Director February 25, 1999
- ---------------------------------
Warren V. Musser
/s/ Robert E. Keith, Jr. Director February 25, 1999
- ---------------------------------
Robert E. Keith, Jr.
/s/ Jack L. Messman Director February 25, 1999
- ---------------------------------
Jack L. Messman
/s/ John W. Poduska, Sr. Director February 25, 1999
- ---------------------------------
John W. Poduska, Sr.
/s/ James I. Cash, Jr. Director February 25, 1999
- ---------------------------------
James I. Cash, Jr.
/s/ James D. Robinson III Director February 25, 1999
- ---------------------------------
James D. Robinson III
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Amended and Restated Certificate of Incorporation
of the Registrant, as amended (filed as Exhibit 3.1
to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998, File No.
0-21040)*
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)*
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)*
4.4 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)*
4.5 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 Registration Statement on
Form 8-A/A (Amendment No. 1) filed on September 30,
1998, File No. 0-21040)*
4.6 Amendment No. 1 to the Rights Agreement, dated as
of September 30, 1998, by and between Cambridge
Technology Partners (Massachusetts), Inc. and
ChaseMellon Shareholder Services, LLC, as Rights
Agent (filed as Exhibit 4.2 to the Registrant's
Registration Statement on Form 8-A/A (Amendment No.
1) filed on September 30, 1998, File No. 0-21040)*
5 Opinion of Testa, Hurwitz & Thibeault, LLP**
23.1 Consent of Testa, Hurwitz & Thibeault, LLP
(included in Exhibit 5)**
23.2 Consent of PricewaterhouseCoopers LLP**
24 Power of Attorney (included on signature page
hereto)**
- -------------
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
** Filed herewith.
<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
February 25, 1999
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 February 25, 1999
--------------------------------------------------
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 have relied upon a certificate of an officer of the Company with respect to
certain factual matters relevant to 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 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 and the option agreements 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 this 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/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 25, 1999
