Computer Task Group Inc - Current report filing (8-K)
February 08 2008 - 2:51PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT Pursuant
to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported)
February
4, 2008
|
COMPUTER
TASK GROUP, INCORPORATED
|
(Exact
Name of Registrant as Specified in Its Charter)
|
|
NEW
YORK
|
(State
or Other Jurisdiction of Incorporation)
|
|
1-9410
|
16-0912632
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
|
800
Delaware Avenue, Buffalo, NY
|
14209
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
(716)
882-8000
|
(Registrant's
Telephone Number, Including Area Code)
|
|
Not
Applicable
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
1.01
Entry
into a Material Definitive Agreement.
On
February 4, 2008, Computer Task Group, Incorporated (“CTG”), entered into a
Third Amendment to Loan Agreement, with Manufacturers and Traders Trust Company
(“M&T”) and KeyBank National Association, as lenders (the “Lenders”), and
M&T, as issuer of letters of credit (the “Bank”) and as administrative agent
for the Lenders and the Bank (the “Amendment”). The Amendment further amends the
Loan Agreement, dated as of April 21, 2005, as previously amended, among the
same parties (the “Loan Agreement”). The Loan Agreement provides the terms under
which the Lenders have made available to CTG a revolving credit facility in
the
maximum principal amount of $35 million, including a sublimit of $10 million
for
letters of credit issued or to be issued by the Bank. Funds provided under
the
Loan Agreement have been or will be used by CTG to refinance existing
indebtedness of CTG and for working capital, general corporate and acquisition
purposes.
The
following is a general summary of some of the principal terms of the Amendment.
A copy of the Amendment is filed with this Form 8-K as Exhibit 10.1. The
Amendment is a complex and detailed instrument, and the following summary is
qualified in all respects by reference to the complete terms of the Amendment.
The Amendment:
|
(1)
|
Amends
certain definitions contained in the Loan Agreement by (a) deleting
the
definition of “IBM STG Eligible Indebtedness,” which is no longer of
relevance to computations under the Loan Agreement, (b) changing
and
restating the definition of “EBITDA,” to take account of certain
non-operational expenses incurred or to be incurred by CTG, and (c)
changing the definition of “Revolving Credit Loan Maturity Date,” to
extend the date by which revolving borrowings made or to be made
available
from time to time under the Loan Agreement must be repaid (in the
absence
of an earlier acceleration thereof due to an event of default) from
April
20, 2008 until April 20, 2011;
|
|
(2)
|
Amends
and restates certain financial covenants contained in the Loan Agreement
that pertain to the Maximum Leverage Ratio and the Minimum Tangible
Net
Worth; and
|
|
(3)
|
Amends
another provision of the Loan Agreement to increase the number of
shares
of its capital stock that CTG may repurchase through the amended
Revolving
Credit Loan Maturity Date.
|
Item
9.01
Financial
Statements and Exhibits
.
(c) Exhibits:
|
10.1
|
Third
Amendment to Loan Agreement, dated as of February 4, 2008, among
Computer
Task Group, Incorporated, as borrower, Manufacturers and Traders
Trust
Company (“M&T”) and KeyBank National Association, as lenders (the
“Lenders”), and M&T, as issuer of letters of credit (the “Bank”) and
as administrative agent for the Lenders and the
Bank.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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COMPUTER
TASK GROUP, INCORPORATED
|
|
|
|
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Date:
February 8, 2008
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By:
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s/Peter
P. Radetich
|
|
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Name:
Peter P. Radetich
|
|
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Title:
Senior Vice President &
Secretary
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EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|
|
10.1
|
Third
Amendment to Loan Agreement, dated as of February 4, 2008, among
Computer
Task Group, Incorporated, as borrower, Manufacturers and Traders
Trust
Company (“M&T”) and KeyBank National Association, as lenders (the
“Lenders”), and M&T, as issuer of letters of credit (the “Bank”) and
as administrative agent for the Lenders and the
Bank.
|
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