<PAGE>
As filed with the Securities and Exchange Commission on February 25, 1999
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.
1998 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
================================================================================
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum 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>
Common Stock 1,018,000 shares $ 15.50(1) $ 15,779,000.00 $ 4,386.56
(Par Value $.01) 700,000 shares $ 22.50(2) $ 15,750,000.00 $ 4,378.50
3,282,000 shares $ 29.47(3) $ 96,720,540.00 $26,888.31
----------------- ---------------- ----------
TOTAL 5,000,000 shares $ 128,249,540.00 $35,653.37
================= ================ ==========
Preferred Stock
Purchase Rights (4) __ __ __ __
================================================================================================================
</TABLE>
(1) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 1,018,000 shares at an exercise price of $15.50
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 700,000 shares at an exercise price of $22.50 per
share. Pursuant to Rule 457(h)(1) of the Securities Act of 1933, the
aggregate offering price and the fee have been computed upon the basis of
the price at which the options may be exercised.
(3) 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.
(4) 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>
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 the persons 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 the persons 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 by the Registrant 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 Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998 (File No. 0-
21040).
(c) The Registrant's Current Reports on Form 8-K dated February 17, 1998,
September 11, 1998 and December 2, 1998 (File No. 0-21040).
(d) 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 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on December 24, 1992 (File No. 0-21040), including
any amendment or report filed for the purpose of updating such
description.
(e) The description of the 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 under the Exchange Act on September 30, 1998 (File No. 0-21040),
including any amendment or report filed for the purpose of updating
such description.
<PAGE>
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 hereby have been sold or which deregisters all
securities then 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. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Delaware General Corporation Law and the Amended and Restated
Certificate of Incorporation, as amended, of the Registrant 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. Reference is
made to the Registrant's Amended and Restated Certificate of Incorporation, as
amended, filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998 (File No. 0-21040). 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.
<PAGE>
Item 8. Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C>
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 Bylaws 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 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)*
4.5 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)**
</TABLE>
___________________
* 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>
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.
(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.
<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
James K. Sims President and Director
(Principal Executive Officer)
/s/ Arthur M. Toscanini
- ------------------------------------ Executive Vice President, February 25, 1999
Arthur M. Toscanini Finance, Chief Financial Officer
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>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C>
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 Bylaws 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 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)*
4.5 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)**
</TABLE>
___________________
* 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
1998 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 five million 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 1998 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 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
