<PAGE>
As filed with the Securities and Exchange Commission on October 4, 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
Incorporation or Organization) Identification No.)
8 Cambridge Center
Cambridge, Massachusetts 02142
(617) 374-9800
(Address of Principal Executive Offices) (Zip Code)
_____________________________
Cambridge Technology Partners (Massachusetts), Inc.
1998 Stock Option Plan
(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
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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 61,000 shares $ 7.6875 (1) $ 468,937.50 $ 123.80
(Par Value $.01) 86,000 shares $ 7.8437 (2) $ 674,558.20 $ 178.08
1,455,800 shares $ 7.875 (3) $11,464,425.00 $ 3,026.61
46,000 shares $ 7.91 (4) $ 363,860.00 $ 96.06
1,455,310 shares $ 7.9687 (5) $11,596,928.80 $ 3,061.59
25,000 shares $ 8.0625 (6) $ 201,562.50 $ 53.21
47,000 shares $ 8.9687 (7) $ 421,528.90 $ 111.28
226,000 shares $ 9.6875 (8) $ 2,189,375.00 $ 578.00
156,578 shares $14.5625 (9) $ 2,280,167.13 $ 601.96
2,941,312 shares $ 4.4063(10) $12,960,303.07 $ 3,421.52
TOTAL:
6,500,000 shares $42,621,646.09 $11,252.11
================== ============== ==========
Preferred Stock
Purchase Rights (11) -- -- -- --
=====================================================================================================
</TABLE>
(1) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 61,000 shares at an exercise price of $7.6875 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 86,000 shares at an exercise price of $7.8437 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 1,455,800 shares at an exercise price of $7.875
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 46,000 shares at an exercise price of $7.91 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 1,455,310 shares at an exercise price of $7.9687
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) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 25,000 shares at an exercise price of $8.0625 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.
(7) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 47,000 shares at an exercise price of $8.9687 per
share. Pursuant to Rule 457(h)(1) of the Securities Act, the
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aggregate offering price and the fee have been computed upon the basis of
the price at which the options may be exercised.
(8) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 226,000 shares at an exercise price of $9.6875 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.
(9) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 156,578 shares at an exercise price of $14.5625
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.
(10) The price of $4.4063 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 October 2, 2000, 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.
(11) 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.
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This Registration Statement registers additional securities of the same
class as other securities for which the Registration Statement No. 333-72943 on
Form S-8 as filed with the Securities and Exchange Commission (the "Commission")
on February 25, 1999 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. 333-72943 on Form S-8, the following documents filed
with the Commission are incorporated by reference in this Registration
Statement:
a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (File No. 0-21040).
b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000 (File No. 0-21040).
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 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)*
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<PAGE>
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)**
---------------
* 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge and the Commonwealth of Massachusetts, on
this 29th day of September, 2000.
Cambridge Technology Partners
(Massachusetts), Inc.
By: /s/ John J. Gavin, Jr.
-----------------------
John J. Gavin, Jr.
Chief Financial Officer
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<PAGE>
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, September 29, 2000
-------------------------- President and Director (Principal
Jack L. Messman Executive Officer)
/s/ John J. Gavin, Jr. Executive Vice President, September 29, 2000
-------------------------- Finance, Chief Financial Officer
John J. Gavin, Jr. and Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
/s/ Warren V. Musser
-------------------------- Director September 29, 2000
Warren V. Musser
/s/ Robert E. Keith, Jr.
-------------------------- Director September 29, 2000
Robert E. Keith, Jr.
/s/ John W. Poduska, Sr.
-------------------------- Director September 29, 2000
John W. Poduska, Sr.
-------------------------- Director September __, 2000
James I. Cash, Jr.
-------------------------- Director September __, 2000
James D. Robinson III
</TABLE>
-7-
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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 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)**
----------------
* 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.
