Computer Task Group Inc - Securities Registration: Employee Benefit Plan (S-8)
August 06 2008 - 5:29PM
Edgar (US Regulatory)
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OMB Number: 3235-0066
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Expires: August 31, 2010
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Registration No. 333-
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As filed with the Securities and Exchange Commission on August 6, 2008
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Computer Task Group, Incorporated
(Exact name of registrant as specified in
its charter)
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New York
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16-0912632
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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800 Delaware Avenue, Buffalo, New York 14209
(Address of Principal Executive Offices, Including Zip Code)
Computer Task Group, Incorporated 2000 Equity Award Plan
(Full Title of the
Plan)
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Copy to
:
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Ward B. Hinkle, Esq.
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Peter P. Radetich, Esq.
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Hodgson Russ LLP
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Computer Task Group, Incorporated
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The Guaranty Building
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800 Delaware Avenue
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140 Pearl Street, Suite 100
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Buffalo, New York 14209
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Buffalo, New York 14202
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(716) 882-8000
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(716) 856-4000
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(Name, address and telephone number of agent for service)
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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þ
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Non-accelerated filer
(Do not check if a smaller
reporting company)
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¨
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Smaller reporting company
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¨
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Calculation of Registration Fee
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Title of Securities to be Registered
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Amount to be
Registered
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering
Price(1)
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Amount of
Registration Fee
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Common Stock, par value $.01
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650,000
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$
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6.55
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$
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4,257,500
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$
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167.32
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(1)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and based upon the average of the reported high and low prices for the shares on
NASDAQ composite reporting system on August 4, 2008.
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EXPLANATORY NOTE
Reference is made to Registrants Registration Statements No. 333-39936, 333-91148 and 333-118314 on Form S-8 (the Preceding Registrations), the contents of which are incorporated in this
registration by reference. This registration relates to additional securities of the same class for the same employee benefit plan covered by the Preceding Registrations. Pursuant to General Instruction E of Form S-8, in addition to incorporating
the contents of the Preceding Registrations, this registration includes required opinions and consents, the signature page, and any information not in the Preceding Registrations.
Part II
Information Required in the Registration Statement
ITEM 5.
Interests of Named Experts and Counsel
Certain legal matters with respect to the Common Stock being offered hereby have been passed upon by Peter P. Radetich, Senior Vice President, Secretary and General Counsel to the Registrant. As of August 6, 2008, Mr. Radetich
beneficially owned Common Stock of the Registrant in an amount equal to less than one percent of the issued and outstanding shares.
ITEM 8.
Exhibits
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4.
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Computer Task Group, Incorporated 2000 Equity Award Plan, as amended incorporated by reference to Appendix A to the Registrants definitive proxy statement, dated
April 9, 2008, for its annual meeting of shareholders held on May 14, 2008, as filed with the SEC.
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5.
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Opinion of Peter P. Radetich, Senior Vice President, Secretary and General Counsel for Registrant as to the legality of securities being registered filed
herewith.
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23.
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(a) Consent of Peter P. Radetich, Senior Vice President, Secretary and General Counsel contained in Exhibit 5, filed herewith.
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(b) Consent of KPMG LLP filed herewith.
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SIGNATURES
The Registrant.
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 Buffalo, State of New York, on August 6, 2008.
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COMPUTER TASK GROUP, INCORPORATED
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BY:
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/s/ James R. Boldt
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James R. Boldt
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Chairman and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed
by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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(a) Principal Executive Officer
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/s/ James R. Boldt
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Chairman, Chief Executive
Officer and
Director
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August 6, 2008
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James R. Boldt
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(b) Principal Financial and Accounting Officer
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/s/ Brendan M. Harrington
Brendan M. Harrington
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Senior Vice President and
Chief Financial Officer
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August 6, 2008
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(c) Directors
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/s/ James R. Boldt
James R. Boldt
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August 6, 2008
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/s/ Thomas E. Baker
Thomas E. Baker
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August 6, 2008
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/s/ Randall L. Clark
Randall L. Clark
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August 6, 2008
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/s/ Randolph A. Marks
Randolph A. Marks
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August 6, 2008
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/s/ William D. McGuire
William D. McGuire
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August 6, 2008
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/s/ John M. Palms
John M. Palms
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August 6, 2008
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/s/ Daniel J. Sullivan
Daniel J. Sullivan
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August 6, 2008
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EXHIBIT INDEX
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Exhibit No.
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Description
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Reference
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4.
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Computer Task Group, Incorporated 2000 Equity Award Plan
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(1)
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5
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Opinion of Peter P. Radetich, Senior Vice President, Secretary and General Counsel to Registrant as to legality of securities being registered
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23 (a)
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Consent of Peter P. Radetich, Senior Vice President, Secretary and General Counsel (included in Exhibit No. 5)
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23 (b)
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Consent of KPMG LLP
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(1)
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Filed as Appendix A to the Registrants definitive Proxy Statement dated April 9, 2008 in connection with the Registrants annual meeting of shareholders held on
May 14, 2008 and incorporated herein by reference.
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