SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 23, 1999
COMPUTER TASK GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-9410 16-0912632
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(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
800 Delaware Avenue, Buffalo, NY 14209
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 882-8000
Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On February 23, 1999, the Registrant completed its previously announced
acquisition (the "Acquisition") of Elumen Solutions, Inc., a Delaware
corporation ("Elumen"), pursuant to a Stock Purchase Agreement dated as of
January 29, 1999, between the Registrant, nine private stockholders unrelated to
the Registrant, and Elumen.
On February 23, 1999, the Registrant issued a press release, a copy of
which is annexed hereto as Exhibit 99.1 and incorporated herein by reference.
The aggregate acquisition price of $89 million was paid with $3.2
million of the Registrant's common stock (128,385 shares), $34 million of the
Registrant's cash, and borrowings on the Registrant's credit lines with banks as
follows: Marine Midland Bank -- $22 million; Chase Manhattan Bank -- $11
million; KeyBank -- $11.5 million; and Manufacturers & Traders Trust Company --
$7.5 million.
Item 7. Financial Statements and Exhibits
Financial information and exhibits filed as part of this report.
(a) Financial statements of acquired business.
Required financial statement information for the acquired
business will be filed as soon as possible, but in any event
not later than 75 days after February 23, 1999.
(b) Pro forma financial information.
Required pro forma financial information will be filed as soon
as possible, but in any event not later than 75 days after
February 23, 1999.
(c) Exhibits.
2.1 - Stock Purchase Agreement, dated as of January
29,1999, by and among Computer Task Group,
Incorporated, Elumen Solutions, Inc., and the
individual shareholders of Elumen.
99.1 - Press Release dated February 23, 1999, announcing
the completion of the Acquisition of Elumen by the
Registrant.
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 thereunto duly authorized.
COMPUTER TASK GROUP, INCORPORATED
(Registrant)
Date: March 8, 1999 By:s/James R. Boldt
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James R. Boldt
Vice President and
Chief Financial Office