<PAGE>
As filed with the Securities and Exchange Commission on December 6, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
FORM S-3
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 (IRS Employer
Incorporation or Organization) Identification No.)
8 Cambridge Center, Cambridge, MA 02142 (617) 374-9800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
John J. Gavin, Jr.
Chief Financial Officer
Cambridge Technology Partners (Massachusetts), Inc.
8 Cambridge Center
Cambridge, MA 02142
(617) 374-9800
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
----------------
Copy to:
Steven C. Browne, Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Shares to be Amount to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value................. 277,527 shares $2.50 $693,817.50 $183.17
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Preferred Stock Purchase
Rights(3)............. -- -- -- --
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933.
(2) Pursuant to Rule 457(c) of the Securities Act of 1933, the registration fee
has been calculated based upon the average of the high and low prices per
share of the Common Stock of Cambridge Technology Partners (Massachusetts),
Inc. on the Nasdaq National Market on November 30, 2000.
(3) Pursuant to the Registrant's Rights Agreement, as amended, one right to
purchase a unit of preferred stock of the Registrant (each a "Preferred
Stock Purchase Right" or "Right") is deemed 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.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION DATED DECEMBER , 2000
PROSPECTUS
277,527 Shares
Cambridge Technology Partners
(Massachusetts), Inc.
Common Stock
-------------
This prospectus is part of a registration statement that covers 277,527
shares of our common stock. The shares may be offered and sold from time to
time by a selling stockholder of Cambridge Technology Partners (Massachusetts),
Inc. We will receive no proceeds from the sale of the shares.
Our shares are traded on the Nasdaq National Market under the symbol "CATP."
On November 30, 2000, the last reported sale price of our common stock on the
Nasdaq National Market was $2.34 per share.
-------------
Investing in the common stock involves risks. See "Risk Factors" beginning on
page 5.
-------------
The Securities and Exchange Commission and state securities regulators have
not 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 Prospectus is December , 2000.
<PAGE>
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, 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-3 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 Cambridge'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.
4. The description of the preferred stock purchase rights which
accompany each share of Cambridge's Common Stock contained in 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 us pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the termination of this offering, 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.
RECENT DEVELOPMENTS
On November 3, 2000, Cambridge acquired the assets of OSIX Pty Ltd, an
Australian corporation ("OSIX"), pursuant to an Agreement for the Purchase of
the Business and Assets of OSIX Pty Ltd (the "Acquisition Agreement") by and
among Cambridge, Cambridge Technology Partners Pty Ltd, OSIX and the Warrantors
listed on Schedule I thereto (the "Acquisition"). In connection with the
Acquisition, Cambridge issued 277,527 shares of its common stock to OSIX. The
Acquisition will be accounted for under the purchase method.
OSIX, which has offices in Sydney and Melbourne, provides project management
and information technology infrastructure consulting services to clients in the
telecommunications, banking and utilities sectors. The Acquisition will
strengthen Cambridge's position in the Australian marketplace and provides
Cambridge with a more comprehensive suite of information technology/Internet
professional services to offer to clients. As a result of the Acquisition,
Cambridge will add approximately 40 employees in Australia.
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
5
<PAGE>
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;
. 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;
6
<PAGE>
. 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.
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.
7
<PAGE>
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
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, including
OSIX. 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, including that of OSIX, 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, including OSIX, could significantly
underperform relative to our expectations.
8
<PAGE>
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.
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.
9
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares by the selling
stockholder. See "Selling Stockholder" and "Plan of Distribution" described
below.
SELLING STOCKHOLDER
The following table sets forth, as of the date of the prospectus, the number
and percentage of shares of our common stock beneficially owned by the selling
stockholder prior to this offering and the maximum number of shares the selling
stockholder, its transferees, distributees, pledgees, donees or other
successors in interest may offer and sell pursuant to this prospectus. Since
the selling stockholder may sell all, some or none of its shares, we cannot
estimate the actual number of shares of our common stock that will be sold by
the selling stockholder or the aggregate number or percentage of shares of our
common stock that the selling stockholder 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 the selling stockholder.
<TABLE>
<CAPTION>
Number and
Percentage
of Shares Number of
Beneficially Shares
Owned Prior to Offered
Offering(1) Pursuant
------------------ to this
Selling Shareholder Number Percent(2) Prospectus
------------------- ------- ---------- ----------
<S> <C> <C> <C>
O7G Pty Ltd (f/k/a OSIX Pty Ltd)(3)............ 277,527 * 277,527
</TABLE>
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* Less than 1%.
(1) O7G Pty Ltd has sole voting and investment power with respect to all shares
shown as beneficially owned by it. Beneficial ownership is determined in
accordance with the rules of the Commission, and includes voting and
investment power with respect to shares.
(2) Based upon 63,492,793 shares of our common stock outstanding as of November
30, 2000.
(3) Pursuant to the terms of the Acquisition Agreement, OSIX Pty Ltd changed
its name to O7G Pty Ltd.
All of the shares offered hereby were issued to the selling stockholder in
connection with the Acquisition, as described herein under section entitled
"Recent Developments".
The selling stockholder represented to us that it was acquiring its shares
of our common stock in the Acquisition without any present intention of
effecting a distribution of those shares. In recognition of the fact, however,
that the selling stockholder may desire the ability to sell those shares of our
common stock it owns when it considers appropriate, in connection with the
Acquisition, we agreed to file a registration statement with the Securities and
Exchange Commission to permit the public sale of the shares. We currently
intend to use our reasonable efforts to keep the registration statement
effective until the earlier of two years from the effective date of the
registration statement and such time as all shares to be registered hereunder
are sold by the selling stockholder. We will prepare and file such amendments
and supplements to the registration statement as may be necessary to keep it
effective during such period.
10
<PAGE>
PLAN OF DISTRIBUTION
The shares of our common stock offered hereby may be sold from time to time
by the selling stockholder for its own account. We will receive none of the
proceeds from the sale of the shares by the selling stockholder. The selling
stockholder will pay or assume brokerage commissions or other charges and
expenses incurred in the sale of the shares.
The distribution of the shares by the selling stockholder is not currently
subject to any underwriting agreement. The shares covered by this prospectus
may be sold by the selling stockholder or its transferees, distributees,
pledgees, donees, or other successors in interest from time to time. Such sales
may be made at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, or at
negotiated prices. Such sales may be effected in the over-the-counter market,
on the Nasdaq National Market, or on any exchange on which the shares may then
be listed. The shares may be sold by one or more of the following:
. 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 the selling
stockholder as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
. purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this prospectus;
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
. in negotiated transactions; and
. through other means.
The selling stockholder may effect these transactions by selling shares to
or through broker-dealers, and the broker-dealers will receive compensation in
negotiated amounts in the form of discounts, concessions, commissions or fees
from the selling stockholders and/or the purchasers of the shares for whom the
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). These brokers or dealers, or the participating brokers
or dealers, and the selling stockholder may be deemed to be "underwriters"
within the meaning of the Securities Act, in connection with these sales, and
any commissions received by the broker-dealers may be deemed to be underwriting
compensation.
We have informed the selling stockholder that the antimanipulation rules
under the Securities Exchange Act of 1934 (including, without limitation, Rule
10b-5 and Regulation M--Rule 102) may apply to sales in the market and we will
furnish the selling stockholder upon request with a copy of these Rules. We
will also inform the selling stockholder of the need for delivery of copies of
this prospectus.
Any shares of our common stock covered by the 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.
We agreed to file a registration statement to register the resale of the
shares and we currently intend to use our reasonable efforts to maintain the
effectiveness of the registration statement until the earlier of two years from
the effective date of this registration statement and the date on which no
shares originally held by the selling stockholder remain unsold.
The selling stockholder is not restricted as to the price or prices at which
it may sell its shares. Sales of the shares at less than the market price may
depress the market price of our common stock. The selling stockholder 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.
Chasemellon Shareholder Services, LLC, 11 Founders Plaza, 11th Floor, East
Hartford, CT 06108 is the transfer agent for our common stock.
11
<PAGE>
LEGAL MATTERS
The validity of the shares of our 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
12
<PAGE>
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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 stockholder is offering to sell, and
seeking offers to buy, the securities only in jurisdictions where offers and
sales are permitted. Neither the delivery of this prospectus nor any sales
made hereunder after the date of this prospectus shall create an implication
that the affairs of Cambridge have not changed since the date hereof. In this
prospectus, references to "Cambridge Technology Partners (Massachusetts),
Inc.," "Cambridge," "we," "our" and "us" refer to Cambridge Technology
Partners (Massachusetts), Inc.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Information by Reference.......................... 3
Cambridge.................................................................. 4
Recent Developments........................................................ 4
Risk Factors............................................................... 5
Use of Proceeds............................................................ 10
Selling Stockholder........................................................ 10
Plan of Distribution....................................................... 11
Legal Matters.............................................................. 12
Experts.................................................................... 12
</TABLE>
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277,527 Shares
Cambridge Technology Partners
(Massachusetts), Inc.
277,527 Shares
Common Stock
----------------
PROSPECTUS
----------------
December , 2000
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses (other than underwriting discounts and commissions)
payable in connection with the sale of the Common Stock offered hereby are as
follows:
<TABLE>
<S> <C>
SEC Registration Fee............................................... $ 183
Legal fees and expenses............................................ $ 10,000
Accounting fees and expenses....................................... $ 1,000
Miscellaneous...................................................... $ 1,000
--------
Total............................................................ $ 12,183
========
</TABLE>
We will bear all expenses shown above. The selling stockholder will bear all
underwriting discounts and selling commissions and stock transfer fees and
taxes applicable to the sale of the shares sold pursuant to this prospectus.
Item 15. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Amended and Restated
Certificate of Incorporation, as amended, of Cambridge provide for
indemnification of Cambridge'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
Cambridge, 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 Cambridge'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). Cambridge maintains
directors' and officers' liability insurance to insure the directors and
certain officers of Cambridge against certain liabilities and certain expenses
in connection therewith which arise out of or in connection with their
capacities as such.
Item 16. Exhibits.
<TABLE>
<C> <S>
4.1 Amended and Restated Certificate of Incorporation of Cambridge, as
amended (filed as Exhibit 3.1 to Cambridge'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 Cambridge (filed as Exhibit 3.2 to
Cambridge's Registration Statement on Form S-1, File No. 33-56338)
4.3 Specimen Stock certificate representing the Common Stock of Cambridge
(filed as Exhibit 4.1 to Cambridge'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 Cambridge's
Registration Statement on Form 8-A/A (Amendment No. 1) filed on September
30, 1998, File No. 0-21040)
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
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 Cambridge'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 PricewaterhouseCoopers LLP
23.2* Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)
24.1* Power of attorney (included on signature page)
</TABLE>
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*Filed herewith.
Item 17. Undertakings.
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 this 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 this 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 this 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.
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 15(d) of the Securities
Exchange Act of 1934 (and, where appropriate, 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.
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 Securities
Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2
<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 the
requirements for filing on Form S-3 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 Commonwealth of Massachusetts on
December 5, 2000.
Cambridge Technology Partners
(Massachusetts), Inc.
/s/ John J. Gavin, Jr.
By: _________________________________
John J. Gavin, Jr.
Senior Vice President and Chief
Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Cambridge Technology Partners
(Massachusetts), Inc., hereby severally constitute and appoint Jack L. Messman,
John J. Gavin, Jr. and Joseph A. LaSala, Jr., and each of them singly, our true
and lawful attorneys, with full power to them and each of them singly, to sign
for us in our names in the capacities indicated below, all pre-effective and
post-effective amendments to this registration statement, and generally to do
all things in our names and on our behalf in such capacities to enable
Cambridge Technology Partners (Massachusetts), Inc. to comply with the
provisions of the Securities Act of 1933 and all requirements of the Securities
and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
--------- -------- ----
<S> <C> <C>
/s/ Jack L. Messman Chief Executive Officer, December 5, 2000
______________________________________ President and Director
Jack L. Messman (Principal Executive
Officer)
/s/ John J. Gavin, Jr. Senior Vice President, December 5, 2000
______________________________________ Chief Financial Officer
John J. Gavin, Jr. and Treasurer (Principal
Financial Officer)
/s/ Thomas G. Mackiewicz Vice President, Controller December 5, 2000
______________________________________ and Chief Accounting
Thomas G. Mackiewicz Officer (Principal
Accounting Officer)
/s/ Warren V. Musser Director December 5, 2000
______________________________________
Warren V. Musser
/s/ Robert E. Keith, Jr. Director November 29, 2000
______________________________________
Robert E. Keith, Jr.
/s/ John W. Poduska, Sr. Director December 5, 2000
______________________________________
John W. Poduska, Sr.
/s/ James I. Cash, Jr. Director December 5, 2000
______________________________________
James I. Cash, Jr.
/s/ James D. Robinson III Director December 5, 2000
______________________________________
James D. Robinson III
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
4.1 Amended and Restated Certificate of Incorporation of Cambridge, as
amended (filed as Exhibit 3.1 to Cambridge'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 Cambridge (filed as Exhibit 3.2 to
Cambridge's Registration Statement on Form S-1, File No. 33-56338)
4.3 Specimen Stock certificate representing the Common Stock of Cambridge
(filed as Exhibit 4.1 to Cambridge'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 Cambridge'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 Cambridge'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 PricewaterhouseCoopers, LLP
23.2* Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)
24.1* Power of attorney (included on signature page)
</TABLE>
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* Filed herewith.
