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As filed with the Securities and
Exchange Commission on August 1, 1995 Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMPUTER TASK GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
New York 16-0912632
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
800 Delaware Avenue, Buffalo, New York 14209
(Address of Principal Executive Offices, Including Zip Code)
Computer Task Group, Incorporated 1991 Employee Stock Option Plan
Computer Task Group, Incorporated Nonqualified Key Employee Deferred
Compensation Plan
(Full Title of the Plans)
Copy to:
Joseph G. Makowski, Esq. Ward B. Hinkle, Esq.
Computer Task Group, Incorporated Hodgson, Russ, Andrews, Woods & Goodyear LLP
800 Delaware Avenue 1800 One M&T Plaza
Buffalo, New York 14209 Buffalo, New York 14203
(716) 882-8000 (716) 856-4000
(Name, address and telephone
number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate
Title of Securities Amount to be Price Offering Amount of
to be Registered Registered Per Share(1) Price(1) Registration
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Common Stock,
par value $.01 500,000 (2) $15.4375 $7,718,750 $2,661.43
Common Stock,
par value $.01 100,000 (3),(4) $15.4375 $1,543,750 $532.29
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee,
based upon the average of the high and low prices for the shares
on the New York Stock Exchange composite reporting system on July 28,
1995.
(2) The amount being registered is the number of additional shares of
Common Stock that are issuable upon exercise of options granted as a
result of the 1995 amendments to the Registrant's 1991 Employee Stock
Option Plan.
(3) The amount being registered for the first time is the aggregate number
of shares of Common Stock that are issuable pursuant to the
Registrant's Nonqualified Key Employee Deferred Compensation Plan.
(4) Pursuant to Rule 416(c) under the Securities Act of 1933, there are
hereby registered on this registration statement an indeterminate
number of interests in the Deferred Compensation Plan. Pursuant to
Rule 457(h)(2) under the Securities Act of 1933, no separate fee is
required with respect to interests in the Deferred Compensation Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
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The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 as filed pursuant to Section
13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in
the Registrant's registration statement filed with the
Commission under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
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Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Certain legal matters with respect to the Common Stock being offered
hereby have been passed upon by Joseph G. Makowski, Vice President, Secretary
and General Counsel to the Registrant. As of July 31, 1995, Mr. Makowski
beneficially owned less than one percent of the Registrant's issued and
outstanding Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Section 722(a) of the New York Business Corporation Law (the "BCL")
generally provides that a corporation shall have the power to indemnify any
person made, or threatened to be made, a party to an action or proceeding
(other than one by or in the right of the corporation to procure a judgment in
its favor), whether civil or criminal, including an action by or in the right
of any other corporation of any type or kind, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, which any director
or officer of the corporation served in any capacity at the request of the
corporation, by reason of
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the fact that he or she was a director or officer of the corporation, or served
such other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise in any capacity, against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorneys' fees actually
and necessarily incurred as a result of such action or proceeding, or any
appeal therein, if such director or officer acted in good faith for a purpose
which he or she reasonably believed to be in, or in the case of service for any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to
believe that his or her conduct was unlawful. In addition, Section 722(c) of
the BCL provides that a corporation may indemnify any person made, or
threatened to be made, a party to an action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director or officer of the corporation, or is or was serving at
the request of the corporation as a director or officer of any other
corporation of any type or kind, any partnership, joint venture, trust,
employee benefit plan or other enterprise, against amounts paid in settlement
and reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him or her in connection with the defense or settlement of such
action, or in connection with an appeal therein, if such director or officer
acted, in good faith, for a purpose which he or she reasonably believed to be
in, or in the case of service for any other corporation or any partnership,
joint venture, trust, employee benefit plan or other enterprise, not opposed
to, the best interests of the corporation, except that no indemnification under
this paragraph shall be made in respect of (1) a threatened action, or a
pending action which is settled or otherwise disposed of, or (2) any claim,
issue or matter as to which such person shall have been adjudged to be liable
to the corporation, unless and only to the extent that the court in which the
action was brought, or if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper. Article V of the Registrant's By-laws requires the Registrant to
indemnify its officers and directors to the fullest extent in accordance with
and permitted by law for the defense of civil and criminal proceedings against
them by reason of their service as officers or directors.
Section 723 of the BCL provides that a person who has been successful,
on the merits or otherwise, in the defense of a civil or criminal action or
proceeding of the character described in BCL section 722 shall be entitled to
indemnification as authorized in such section. Any indemnification under BCL
Section 722 or otherwise permitted by law, unless ordered by a court, shall be
made by a corporation, only if authorized in the specific case by the Board of
Directors or shareholders pursuant to BCL Section 723. In no event may
indemnification be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his or her acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled.
The BCL also empowers the Registrant to purchase and maintain certain
types of directors and officers liability insurance. The Registrant has
purchased such insurance (effective through April 1, 1996) which, in general,
provides for indemnification of officers and directors for any damages, costs
or expenses up to $10,000,000, less a $250,000 deductible for the Registrant
and a $5,000 deductible per director ($25,000 maximum), which they are legally
required to pay, resulting from any error, misstatement, misleading statement,
act, omission, neglect or breach of duty committed, attempted or allegedly
committed or attempted by such officers or directors (subject to certain
exceptions) solely by reason of their status as such. Such insurance does not
cover fines or penalties imposed by law or losses which are not
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reimbursable by law. If available on terms and conditions deemed reasonable,
the Registrant intends to purchase similar insurance in the future.
Section 402 of the BCL generally provides that a corporation's
certificate of incorporation may set forth a provision eliminating or limiting
the personal liability of directors to the corporation or its shareholders for
damages for any breach of duty in such capacity, provided that no such
provision shall eliminate or limit the liability of any director if a judgment
or other final adjudication adverse to him or her establishes that his or her
acts or omissions were in bad faith or involved intentional misconduct or a
knowing violation of law or that he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally entitled
or that his or her acts violated Section 719 of the BCL (generally prohibiting
unlawful dividends or distributions, share repurchases, distributions after
dissolution, or loans). The Registrant's Certificate of Incorporation provides
that no director of the Registrant shall be personally liable to the Registrant
or its shareholders for damages or any breach of duty in such capacity
occurring after May 25, 1988, except as otherwise provided by law.
The foregoing is only a summary of the described sections of the New
York Business Corporation Law and is qualified in its entirety by reference to
such sections.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not applicable.
ITEM 8. EXHIBITS
4. (a) Computer Task Group, Incorporated 1991 Employee Stock Option Plan
(b) Computer Task Group, Incorporated Nonqualified Key Employee
Deferred Compensation Plan
5. Opinion of Joseph G. Makowski, Vice President, Secretary and
General Counsel for Registrant as to legality of securities
being registered
23. (a) Consent of Price Waterhouse LLP
(b) Consent of Joseph G. Makowski, Vice President, Secretary
and General Counsel
24. Power of Attorney
ITEM 9. UNDERTAKINGS
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(a) 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 the 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 the registration statement;
(iii)
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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 the registration statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is on Form S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each 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; and
(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.
(b) 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 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.
(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulations S-X is not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(d) 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 such Act 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 Act and
will be governed by the final adjudication of such issue.
[Remainder of Page Intentionally Left Blank]
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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 Buffalo, State of New York, on July 21, 1995.
COMPUTER TASK GROUP, INCORPORATED
BY: /s/ Gale S. Fitzgerald
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Gale S. Fitzgerald
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints JOSEPH G. MAKOWSKI and PETER P.
RADETICH, and each of them severally, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto such 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 to be in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents or each of
them or their or his substitutes may lawfully do or cause to be done by virtue
thereof.
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.
Signature Title Date
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(a) Principal Executive Officer
Chairman, Chief Executive
/s/ Gale S. Fitzgerald Officer and Director July 21, 1995
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Gale S. Fitzgerald
(b) Principal Financial and Accounting Officer
Vice President and
/s/ Samuel D. Horgan Chief Financial Officer July 21, 1995
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Samuel D. Horgan
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(c) Directors Date
/s/ G. David Baer
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G. David Baer July 21, 1995
/s/ Randolph A. Marks
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Randolph A. Marks July 21, 1995
/s/ Paul W. Joy
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Paul W. Joy July 21, 1995
/s/ Richard L. Crandall
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Richard L. Crandall July 21, 1995
/s/ George B. Beitzel
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George B. Beitzel July 21, 1995
(d) The Plan
Pursuant to the requirements of the Securities Act of 1933, the
members of the Compensation Committee of the Registrant's Board of Directors
have 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 July 21, 1995.
COMPUTER TASK GROUP, INCORPORATED NONQUALIFIED KEY EMPLOYEE DEFERRED
COMPENSATION PLAN
BY: /s/ George B. Beitzel
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Director and Chairman of the Compensation Committee
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EXHIBIT INDEX
Page or
Exhibit No. Description Reference
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4(a) Copy of Computer Task Group,
Incorporated 1991 Employee Stock
Option Plan (1)
4(b) Copy of Computer Task Group,
Incorporated Nonqualified Key
Employee Deferred Compensation
Plan II - 9
5 Opinion of Joseph G. Makowski, Vice President,
Secretary and General Counsel to Registrant as to
legality of securities being registered II - 10
23 (a) Consent of Price Waterhouse LLP II - 11
23 (b) Consent of Joseph G. Makowski, Vice President
Secretary and General Counsel (included in Exhibit No. 5)
24 Power of Attorney II-6
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<FN>
(1) Filed as Appendix A to the Registrant's definitive Proxy Statement
dated March 27, 1995 in connection with the Registrant's annual
meeting of shareholders held on April 26, 1995, and incorporated
herein by reference.
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