<PAGE>
As filed with the Securities and Exchange Commission on December 15, 2000
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 Identification No.)
Incorporation or Organization)
8 Cambridge Center
Cambridge, Massachusetts 02142
(617) 374-9800
(Address of Principal Executive Offices) (Zip Code)
----------------
Employment Agreement
by and between Jack L. Messman and
Cambridge Technology Partners (Massachusetts), Inc.,
dated as of August 27, 1999
(Full Title of the Plan)
----------------
John J. Gavin, Jr.
Chief Financial Officer
Cambridge Technology Partners (Massachusetts), Inc.
8 Cambridge Center
Cambridge, Massachusetts 02142
(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 Proposed
Amount Maximum Maximum
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee(2)
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value
$.01 per share)....... 300,000 $1.75(1) $525,000.00 $138.60
--------------------------------------------------------------------------------------
Preferred Stock Purchase
Rights(3)............. -- -- -- --
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
</TABLE>
(1) All of these shares are issued and outstanding and available for resale
hereunder. The price of $1.75 per share, which is the average of the high
and low prices reported on the Nasdaq National Market on December 11,
2000, is set forth solely for purposes of calculating the filing fee
pursuant to Rule 457(c) and (h).
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended.
(3) 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
REOFFER PROSPECTUS STATEMENT
The materials that follow, up to but not including the page beginning Part
II of this Registration Statement, constitute a Reoffer Prospectus prepared in
accordance with the requirements of Part I of Form S-3 pursuant to General
Instruction C to Form S-8. The Reoffer Prospectus may be utilized for
reofferings and resales of up to 300,000 shares of common stock acquired by
Jack L. Messman pursuant to an Employment Agreement by and between Jack L.
Messman and Cambridge Technology Partners (Massachusetts), Inc., dated as of
August 27, 1999.
<PAGE>
REOFFER PROSPECTUS
300,000 SHARES
Cambridge Technology Partners
(Massachusetts), Inc.
COMMON STOCK
(par value $0.01 per share)
----------------
This reoffer prospectus relates to 300,000 shares of the common stock of
Cambridge Technology Partners (Massachusetts), Inc., a Delaware corporation
("Cambridge"), which may be sold from time to time by Jack L. Messman, Chief
Executive Officer, President and member of the Board of Directors of
Cambridge. These shares were issued to Mr. Messman pursuant an Employment
Agreement by and between Mr. Messman and Cambridge, dated as of August 27,
1999. Mr. Messman may sell the shares from time to time, subject to certain
restrictions. Cambridge will receive no proceeds from the sale of the shares.
Our common stock is traded on the Nasdaq National Market under the symbol
"CATP". On December 11, 2000, the last reported sale price of our common stock
on the Nasdaq National Market was $1.84 per share.
----------------
Investing in our common stock involves risks. See "Risk Factors" beginning on
page 5.
----------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------------
The date of this Reoffer Prospectus is December 15, 2000.
<PAGE>
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and accordingly file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed by Cambridge
Technology Partners (Massachusetts), Inc. ("Cambridge") may be inspected and
copied at prescribed rates at the Public Reference Room maintained by the
Commission at 450 Fifth Street, N.W., Room 1200, Washington, D.C. 20549.
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330. Our common stock is traded on the Nasdaq National
Market.
We have filed with the Securities and Exchange Commission a registration
statement on Form S-8 under the Securities Act of 1933, as amended, with
respect to the shares of our common stock offered by this prospectus. This
prospectus does not contain all information set forth in the registration
statement, certain parts of which are omitted in accordance with the rules and
regulations of the Securities and Exchange Commission. For further information
regarding us and the shares of our common stock offered, we refer you to the
registration statement and to the exhibits and schedules filed with it.
Statements contained in this prospectus regarding the contents of any
agreement or other document filed as an exhibit to the registration statement
are necessarily summaries of those documents, and in each instance we refer
you to the copy of that document filed as an exhibit to the registration
statement for a more complete description of the matters involved. The
registration statement, including the exhibits and schedules thereto, may be
inspected at the public reference facilities maintained by the Securities and
Exchange Commission at 450 Fifth Street, N.W., Room 1200, Washington, D.C.
20549 and copies of all or any part of the registration statement may be
obtained from that office upon payment of the prescribed fees. In addition,
the Securities and Exchange Commission maintains a web site
(http://www.sec.gov) that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
Securities and Exchange Commission.
We will provide without charge to each person who is delivered a prospectus,
on written or oral request, a copy of any or all of the documents incorporated
by reference herein (other than exhibits to those documents unless those
exhibits are specifically incorporated by reference into those documents).
Requests for copies should be directed to Patrick Mooney, Vice President,
Investor Relations, Cambridge Technology Partners (Massachusetts), Inc., 8
Cambridge Center, Cambridge, Massachusetts 02142, Telephone: (617) 374-9800.
2
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by us with the Securities and Exchange
Commission pursuant to the Exchange Act are incorporated in this prospectus by
reference (File No. 000-21040):
1. Cambridge's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
2. Cambridge's Quarterly Reports on Form 10-Q for the periods ended March
31, 2000, June 30, 2000 and September 30, 2000.
3. The description of Cambridge's Common Stock, $.01 par value per share,
contained in the Cambridge's Registration Statement on Form 8-A filed
under the Exchange Act on December 24, 1992 (File No. 0-21040),
including any amendment or report filed for the purpose of updating such
description.
4. The description of the preferred stock purchase rights which accompany
each share of the Cambridge's Common Stock contained in the Cambridge'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.
All documents subsequently filed by Cambridge pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the end of the offering of
the shares, shall be deemed incorporated by reference in this prospectus and
made a part hereof from the date of filing of those documents. Any statement
contained in a document incorporated or deemed incorporated by reference in
this prospectus shall be deemed modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed incorporated by
reference herein or in any prospectus supplement modifies or supersedes that
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
3
<PAGE>
CAMBRIDGE
Cambridge performs technology and consulting services to help its clients
develop and accelerate their transition to Internet-based e-business solutions
and processes--the information technology that defines the "New Economy."
Founded in 1991, Cambridge combines electronic business and digital (Internet)
strategy consulting and cross-enterprise, software integration services to
"Global 1000" organizations worldwide, delivering rapid end-to-end business
solutions.
Electronic commerce business solutions delivered to clients have become and
will likely continue to become more integrated with clients' value chains and
legacy systems. Starting in 2000, we group our services into three lines of
business, "e- Solutions," "Traditional" and "Change Management Consulting."
Our e-Solutions service offering is comprised of e-Business and e-
Integration, and generally includes digital business strategies, e-commerce
technical solutions consulting, Internet user experience design and advanced
software application integration.
Our Traditional services generally include custom client/server application
solutions and implementations of software such as call centers and enterprise
resource planning (ERP) applications.
Our Change Management Consulting practice includes integrated management
consulting across various industrial sectors and the entire scope of the value
chain of our clients.
We provide the majority of our services on a fixed-time, fixed-price model,
with client involvement at all stages of the process. For software development
services, we and our clients generally agree on a contractually fixed price
for each phase of a project. In performing our services, we bring together key
client users, executives, and IT professionals in interactive sessions to
achieve consensus on the business case, strategic objectives, and
functionality of a business solution. In many cases, we employ a rapid
deployment methodology that features an iterative approach. We believe that
these techniques permit the delivery of results in rapid time frames--
typically within three to twelve months.
Our principal offices are located at 8 Cambridge Center, Cambridge,
Massachusetts 02142, and the our telephone number is (617) 374-9800.
4
<PAGE>
RISK FACTORS
You should carefully consider the following risks before investing in our
common stock. These are not the only risks that we face. Additional risks may
also impair our business operations. If any of the following risks come to
fruition, our business, results of operations or financial condition could be
materially adversely affected. In that case, the trading price of our common
stock could decline, and you may lose all or part of your investment. You
should also refer to the other information set forth or incorporated by
reference in this prospectus, including our financial statements and the
accompanying notes.
This prospectus contains certain "forward-looking statements" based on our
current expectations, assumptions, estimates and projections about our company
and our industry. These forward-looking statements are not guarantees and
involve risks and uncertainties. Our actual results could differ materially
from those anticipated in the forward-looking statements as a result of many
factors, as more fully described in this section and elsewhere in the
prospectus.
Our business will be negatively affected if we do not keep up with the
Internet's rapid technological change, evolving business practices and
changing client requirements.
We are in the process of transitioning our primary focus from the provision
of Traditional services to the provision of e-Services solutions. The Internet
professional services market is characterized by rapidly changing technology,
evolving business practices and changing client needs. Accordingly, our future
success will depend, in part, on our ability to adapt and meet these
challenges. Among the most important challenges facing us are the need to:
. effectively use leading technologies;
. continue to develop our strategic and technical expertise;
. influence and respond to emerging industry standards and other
technological changes;
. orient management teams to capitalize on these changes;
. recruit and retain qualified project personnel;
. enhance our current services;
. develop new services that meet changing customer needs; and
. advertise and market our services.
We have a recent history of operating losses and may not be able to reverse
this trend in the near future.
Primarily as a result of the decline in revenues from our Traditional
services, a slowdown in growth in demand for the e-Solutions business,
increased cost of recruiting and retaining project personnel, and our
incurring costs of implementing restructuring and repositioning initiatives,
we have recently incurred losses. As a result, we will need to generate
additional revenues to achieve profitability. Our ability to achieve
profitability will also depend upon our success at transitioning to an e-
Business company, as well as the strength of our industry. If we do achieve
profitability, we may not be able to sustain or increase profitability on a
quarterly or annual basis in the future.
Our business may suffer if growth in the use of the Internet declines.
Our business is dependent upon continued growth in the use of the Internet
by our clients, prospective clients and their customers and suppliers. If the
number of users on the Internet does not increase and commerce over the
Internet does not become more accepted and widespread, demand for our services
may decrease and, as a result, our revenues would decline. Factors that may
affect Internet usage or electronic commerce adoption include:
. actual or perceived lack of security of information;
. lack of access and ease of use;
5
<PAGE>
. inconsistent quality of service;
. increases in access costs to the Internet;
. actual or threatened computer "viruses" or other malicious code;
. excessive governmental regulation or the imposition of taxation on
Internet transactions;
. uncertainty regarding intellectual property ownership;
. reluctance to adopt new business methods; and
. costs associated with the obsolescence of existing infrastructure.
To succeed in our labor intensive business, we must recruit and retain
qualified professionals, who are currently in high demand.
We believe that our success depends in part on our ability to attract and
retain highly skilled technical, consulting, managerial, sales and marketing
personnel. The labor-intensive Internet professional services industry
currently faces a shortage of qualified personnel, which is expected to
continue. Not only do we compete with other companies to recruit and hire from
this limited pool, our industry has traditionally experienced high turnover
rates. If we cannot hire and retain qualified personnel or if a significant
number of our current employees leave, we may be unable to complete or retain
existing projects or bid for new projects of similar scope and revenue. The
inability to hire and retain qualified employees could cause our business
results to suffer.
We depend on a number of key personnel who have recently joined us and whom we
may not be able to retain.
Most members of our senior management joined us in 1999 and 2000. Many of
these individuals have not previously worked with one another, and it will
take time for the management team to become integrated and work effectively
together. It may also take time for these individuals to effect change within
the organizations that lie within their respective areas of responsibility.
Due to the competitive nature of our industry, we may not be able to retain
all of our senior managers.
Our quarterly revenues and operating results could fluctuate, which may cause
the market price of our common stock to decline.
Our quarterly revenues and operating results are volatile and difficult to
predict. Our quarterly operating results have varied in the past and could
vary significantly from quarter to quarter in the future. Additionally, if our
operating results in some future period are below the expectations of public
market analysts or investors, the market price of our common stock may decline
significantly. Factors that may cause our results and stock price to fluctuate
include:
. the number and significance of client engagements commenced and
completed during a period;
. changes in demand for our consulting and implementation services and
third party products or solutions for which we perform integration
services;
. our ability to obtain new and follow-on client engagements;
. the number of working days in a period;
. our ability to collect accounts receivable from some of our clients who
may not pay us, may pay us only a portion of what we are owed, or may
delay paying us for an extended period;
. the introduction of new services or business models by us or our
competitors;
. changes in market conditions that could impact the value of securities
owned by us or the value of our investment in Cambridge Technology
Capital Fund I;
. unanticipated negative outcomes of litigation involving us;
. our ability to attract, train and retain skilled personnel in all areas
of our business; and
. our ability in a consistent and accurate manner to manage costs,
including personnel costs and support services costs.
6
<PAGE>
Also, the timing of revenues is difficult to forecast because our sales
cycle is relatively long in the case of new clients and may depend on factors
such as the size and scope of client assignments and general economic
conditions. We generally recognize revenues as we provide services.
An inability to maintain a high level of utilization of our billable
consultants may adversely affect our operating results.
Our clients can cancel or reduce the scope of their engagements with us on
short notice. If they do so, we may be unable to reassign our professionals to
new engagements without delay. Personnel and related costs constitute a
substantial portion of our operating expenses. Because these expenses are
relatively fixed, and because we establish the levels of these expenses well
in advance of any particular quarter, underutilization of our professional
services employees could occur, causing significant reductions in our
operating results for a particular quarter.
A portion of our revenues is derived from dot-com companies, many of which
have limited operating histories and significant net losses.
We derive a portion of our revenues from services performed for dot-com
companies. Many dot-com companies are recently organized, have limited
operating histories, have significant net losses and have limited corporate
sponsorship or financial resources. The volatility of the stock market in
recent months has made it difficult for many dot-com companies to raise funds,
and a number of companies have gone bankrupt. As a result, we may experience
greater than expected customer loss or an inability to collect fees from our
customers in a timely manner if at all. Our ability to achieve revenue and
earnings targets or maintain an adequate cash position could be adversely
affected.
Our business may be negatively impacted if we fail to accurately estimate the
time and resources necessary for the performance of our services.
We derive a significant portion of our revenues from fixed-price, fixed-time
contracts, rather than contracts in which the client pays us on a time and
materials basis. Because of the complex nature of the services we provide, it
is sometimes difficult to accurately estimate the cost, scope and duration of
particular client engagements. If we fail to accurately estimate the resources
required for a project or fail to satisfy our contractual obligations in a
manner consistent with the project plan, then our costs to complete the
project could increase substantially. We have occasionally had to commit
unanticipated additional resources to complete projects, and we may have to
take similar action in the future. We may not be compensated for these
additional costs or the commitment of these additional resources, which would
negatively impact our operating results.
Our failure to meet client expectations or deliver error-free services could
result in losses and negative publicity.
Many of our engagements involve information technology solutions that are
critical to our clients' businesses. Any defects or errors in these solutions
or failure to meet clients' specifications or expectations could result in:
. delayed or lost revenues due to adverse client reaction;
. requirements to provide additional services to a client at no charge;
. negative publicity about us and our services, which could adversely
affect our ability to attract or retain clients; and
. claims for substantial damages against us, regardless of our
responsibility for such failure, which may not be covered by our
insurance policies and which may not be limited by the contractual terms
of our engagement.
The Internet professional services market is highly competitive and has low
barriers to entry. If we cannot effectively compete, our revenues may decline.
The Internet professional services market is relatively new and highly
competitive. Our competitors include a wide variety of Internet-focused
professional service firms, management consulting companies, traditional
7
<PAGE>
information technology service firms, systems integration firms and internal
IT departments of our prospective clients. Additionally, there are relatively
low barriers to entry into the Internet professional services market. Current
or future competitors may develop or offer services that are comparable or
superior to ours at a lower price, which could significantly decrease our
revenues.
We may undertake additional acquisitions which may affect our ability to
manage and maintain our business and may be difficult to integrate into our
business.
Since our inception, we have acquired a number of businesses. In the future,
we may undertake additional acquisitions of professional service firms that
provide Internet consulting or Internet software application design and
implementation services or other businesses that complement our existing
operations. Such acquisitions could involve a number of risks, including:
. the diversion of the attention of management and other key personnel;
. inability to effectively integrate the acquired business into our
culture, client delivery methodology and other standards, controls,
procedures and policies;
. inability to retain the management, key personnel and other employees of
the acquired business;
. inability to retain the acquired company's customers;
. client satisfaction problems with the acquired business that could
affect our reputation; and
. the amortization of goodwill, which may adversely affect our reported
results of operations.
In addition, any acquired business could significantly underperform relative
to our expectations.
We face increased risks in conducting business abroad which may damage our
business results.
We are a multi-national corporation with offices and subsidiaries around the
world. We face certain risks in doing business abroad that we do not face
domestically. Among the international risks we believe are most likely to
affect us are:
. costs and difficulties in staffing and managing international
operations;
. unexpected changes in and complexity of regulatory requirements;
. increased tariffs and other trade barriers;
. difficulties in enforcing contractual and intellectual property rights;
. longer payment cycles;
. local political and economic conditions;
. potentially adverse tax consequences, including restrictions on
repatriating earnings and the threat of "double taxation;" and
. currency issues, including fluctuations in current exchange rates and
the adoption of the Euro by many countries of the European Union.
We may not be able to protect our contractual rights, which may adversely
affect our business.
We generally enter into contractual relationships with our employees that
protect our confidential information, and impose non-solicitation obligations
on those employees. In the event that our trade secrets or other proprietary
information are misappropriated, our business could be seriously harmed. In
addition, we may not be able to detect unauthorized use of our intellectual
property and take appropriate steps to enforce our rights. In the event we are
unable to enforce these contractual obligations, our business could be
adversely affected.
As a result of the foregoing and other factors, we have and may continue to
experience material fluctuations in future operating results on a quarterly or
annual basis which could materially and adversely affect our business,
financial condition, operating results and stock price.
8
<PAGE>
Antitakeover defenses that we have in place could delay or prevent an
acquisition and could adversely affect the price of our common stock because
purchasers cannot acquire a controlling interest.
There are certain protections that apply to us that could delay, defer or
prevent an acquisition or change of control of us or otherwise adversely
affect the price of our common stock. These provisions may deprive you of the
opportunity to sell your shares at a premium over prevailing prices. This
potential inability to obtain a control premium could reduce the market price
of our common stock.
USE OF PROCEEDS
Cambridge will not receive any proceeds from the sale of shares by the
selling security holder. See "Selling Security Holder" and "Plan of
Distribution" described below.
SELLING SECURITY HOLDER
This prospectus relates to 300,000 shares of our common stock issued to Jack
L. Messman pursuant to an employment agreement by and between Mr. Messman and
Cambridge, dated as of August 27, 1999. The following table sets forth the
number and percentage of shares of our common stock beneficially owned by Mr.
Messman prior to this offering and the maximum number of shares that Mr.
Messman, his transferees, distributees, pledgees, donees or other successors
in interest may offer and sell pursuant to this prospectus. Since Mr. Messman
may sell all, some or none of his shares, we cannot estimate the actual number
of shares of common stock that will be sold by Mr. Messman or the aggregate
number or percentage of shares of our common stock that Mr. Messman will own
upon completion of this offering. See "Plan of Distribution."
The shares of our common stock offered under this prospectus may be offered
from time to time by and for the account of Mr. Messman.
<TABLE>
<CAPTION>
Number of
Number and Percentage Shares Available
of Shares for Reoffer and Sale
Name Beneficially Owned(1) Hereunder
---- --------------------- --------------------
<S> <C> <C>
Jack L. Messman(2)............. 860,290(3) 300,000
</TABLE>
--------
(1) Represents less than 1% of the outstanding common stock of Cambridge.
(2) Mr. Messman is the President and Chief Executive Officer of Cambridge and
has been a member of the Board of Directors of Cambridge since 1992.
(3) Includes 529,790 shares obtainable pursuant to the exercise of stock
options held by Mr. Messman and exercisable within 60 days after December
11, 2000.
PLAN OF DISTRIBUTION
The shares of our common stock offered hereby may be sold from time to time
by Mr. Messman for his own account. Cambridge will receive no proceeds from
this offering. Mr. Messman will pay or assume brokerage commissions or other
charges and expenses incurred in the sale of the shares.
Mr. Messman's sale of the shares is not currently subject to any
underwriting agreement. The shares covered by this prospectus may be sold by
Mr. Messman or by pledgees, donees, transferees, distributees or other
successors in interest of Mr. Messman from time to time. Mr. Messman may sell
the shares from time to time at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices related to prevailing market
prices or at negotiated prices. Sales may be effected in the over-the-counter
market, on the National Association of Securities Dealers Automated Quotation
System, on the Nasdaq National Market, or on any exchange on which the shares
may then be listed. Mr. Messman may sell the shares by one or more of the
following: (a) in one or more block trades in which a broker or dealer so
engaged will attempt to sell all or a portion of the shares held by Mr.
Messman as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) through purchases by a broker or
dealer as principal and resale by such broker or dealer for its account
pursuant to this prospectus; (c) in ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (d) in negotiated
transactions; and (e) through other means.
9
<PAGE>
Mr. Messman may effect these transactions by selling shares to or through
broker-dealers, and those broker-dealers may receive compensation in the form
of underwriting discounts, concessions, commissions, or fees from Mr. Messman
and/or purchasers of the shares for whom such broker-dealers may act as agent
or to whom they may sell as principal, or both (which compensation to a
particular broker-dealer might be in excess of customary commissions). These
broker-dealers and Mr. Messman may be deemed to be "underwriters" within the
meaning of the Securities Act, in connection with those sales, and any
commissions received by them and any profit on the resale of shares placed by
them might be deemed to be underwriting compensation.
Any shares of our common stock covered by this prospectus that qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus.
Mr. Messman is not restricted as to the price or prices at which he may sell
his shares. Sales of shares of common stock at less than the market prices may
depress the market price of our common stock. Mr. Messman is not restricted as
to the number of shares which may be sold at any one time, and it is possible
that a significant number of shares could be sold at the same time. In
addition, Mr. Messman may decide not to sell all, none or a portion of the
shares.
We have informed Mr. Messman that the anti-manipulation rules under the
Exchange Act (including, without limitation, Rule 10b-5 and Regulation M--Rule
102) may apply to sales in the market and we will furnish Mr. Messman upon
request with a copy of these Rules. We will also inform Mr. Messman of the
need for delivery of copies of this prospectus.
Chasemellon Shareholder Services, LLC, 11 Founders Plaza, 11th Floor, East
Hartford, CT 06108 is the transfer agent for our common stock.
LEGAL MATTERS
Certain legal matters with respect to the issuance of the shares of common
stock offered hereby will be passed upon for Cambridge by Testa, Hurwitz &
Thibeault, LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1999, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
10
<PAGE>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. The selling security holder is offering to sell,
and seeking offers to buy, shares of Common Stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus
is accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the Common Stock. In this
prospectus, references to "Cambridge," "we," "our" and "us" refer to Cambridge
Technology Partners (Massachusetts), Inc.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Information by Reference.......................... 3
Cambridge.................................................................. 4
Risk Factors............................................................... 5
Use of Proceeds............................................................ 9
Selling Security Holder.................................................... 9
Plan of Distribution....................................................... 9
Legal Matters.............................................................. 10
Experts.................................................................... 10
</TABLE>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
300,000 Shares
Cambridge Technology Partners
(Massachusetts), Inc.
300,000 Shares
Common Stock
----------------
REOFFER
PROSPECTUS
----------------
December 15, 2000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
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, 1999 (File No. 0-21040).
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000 (File No. 0-
21040).
(c) 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.
(d) 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.
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.
Certain legal matters with respect to the issuance of the shares of common
stock offered hereby will be passed upon for the Registrant by Testa, Hurwitz
& Thibeault, LLP, Boston, Massachusetts.
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.
II-1
<PAGE>
Item 7. Exemption From Registration Claimed.
The Registrant issued an aggregate of 300,000 shares of common stock to Mr.
Messman pursuant to an Employment Agreement by and between Mr. Messman and the
Registrant, dated August 27, 1999. This issuance was exempt from registration
under Section 4(2) of the Securities Act.
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 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)*
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP**
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
5.1)**
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.
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; and
(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.
II-2
<PAGE>
(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.
II-3
<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 14th day of December, 2000.
Cambridge Technology Partners
(Massachusetts), Inc.
/s/ John J. Gavin, Jr.
By: _________________________________
John J. Gavin, Jr.
Chief Financial Officer
EACH PERSON WHOSE SIGNATURE appears below this registration statement hereby
constitutes and appoints Jack L. Messman, John J. Gavin, Jr. and Joseph A.
LaSala, Jr., 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/ Jack L. Messman Chief Executive Officer, December 14, 2000
______________________________________ President and Director
Jack L. Messman (Principal Executive Officer)
/s/ John J. Gavin, Jr. Senior Vice President, Chief December 14, 2000
______________________________________ Financial Officer and Treasurer
John J. Gavin, Jr. (Principal Financial Officer)
</TABLE>
<TABLE>
<S> <C> <C>
/s/ Thomas G. Mackiewicz Vice President, Controller and December 14, 2000
______________________________________ Chief Accounting Officer
Thomas G. Mackiewicz (Principal Accounting Officer)
</TABLE>
<TABLE>
<S> <C> <C>
/s/ Warren V. Musser Director December 14, 2000
______________________________________
Warren V. Musser
/s/ Robert E. Keith, Jr. Director December 14, 2000
______________________________________
Robert E. Keith, Jr.
/s/ John W. Poduska, Sr. Director December 14, 2000
______________________________________
John W. Poduska, Sr.
/s/ James I. Cash, Jr. Director December 14, 2000
______________________________________
James I. Cash, Jr.
/s/ James D. Robinson III Director December 14, 2000
______________________________________
James D. Robinson III
</TABLE>
II-4
<PAGE>
INDEX TO 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 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)*
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP**
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
5.1)**
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.
