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
APRIL 8, 1998
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
CLAREMONT TECHNOLOGY GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OREGON 0-28654 93-1004490
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NO.) IDENTIFICATION NO.)
1600 N.W. COMPTON DRIVE, SUITE 210, BEAVERTON, OREGON 97006
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(503) 748-8000
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
EXHIBIT INDEX ON PAGE 4
Item 5. OTHER EVENTS
Claremont Technology Group, Inc. (the "Company") has entered into an
Agreement and Plan of Merger dated April 8, 1998 (the "Merger Agreement") by
and among the Company, Complete Business Solutions, Inc., a Michigan
corporation ("CBSI") and CBSI Acquisition Corp. III, a Michigan corporation
and a wholly-owned subsidiary of CBSI ("Sub"). Subject to the terms and
conditions of the Merger Agreement, Sub will merge with and into the Company,
the Company will become a wholly-owned subsidiary of CBSI, and each
outstanding share of the Company's common stock will be converted into a
number of shares of CBSI common stock equal to the "Conversion Number"
determined in accordance with the Merger Agreement (the "Merger"). The
Conversion Number will be equal to $27.00 divided by the average closing
price of CBSI common stock for the twenty trading days immediately preceding
the third trading day before the closing of the Merger (the "Closing Value");
provided, however, that if the Closing Value is less than 85 percent of
$38.00, the Conversion Number will be fixed at .8359133 shares of CBSI common
stock, and if the Closing Value is more than 115 percent of $38.00, the
Conversion Number will be fixed at .617849 shares of CBSI common Stock.
Completion of the Merger is subject to (i) the approval of the shareholders
of the Company, (ii) the approval of the shareholders of CBSI, (iii) applicable
regulatory approvals and waiting periods, and (iv) other customary conditions.
The Company will receive an irrevocable proxy to vote approximately 37 percent
of the outstanding common stock of CBSI, and CBSI will receive an irrevocable
proxy to vote approximately 10 percent of the outstanding common stock of the
Company. The Merger is expected to constitute a tax-free reorganization for
federal income tax purposes and is expected to be accounted for as a pooling of
interests.
CBSI is a worldwide information technology consultant and service provider
to large and medium-sized organizations. CBSI common stock is traded on the
Nasdaq Stock Market under the symbol "CBSL."
In connection with the execution of the Merger Agreement, on April 8, 1998
the Company entered into an Amendment (the "First Amendment") to the Rights
Agreement dated February 5, 1998 between the Company and ChaseMellon Shareholder
Services, L.L.C. to the effect that neither CBSI, Sub or any of their affiliates
shall become an Acquiring Person (as defined in the Rights Agreement) by reason
of the execution of the Merger Agreement, the consummation of the Merger or any
other transaction contemplated by the Merger Agreement. The First Amendment is
filed herewith as Exhibit 99.1.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
99.1 First Amendment to Rights Agreement dated as of April 8, 1998, between
the Company and ChaseMellon Shareholder Services, L.L.C. as Rights
Agent.
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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.
CLAREMONT TECHNOLOGY GROUP, INC.
Date: April __, 1998 By: /s/ Stephen M. Carson
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Stephen M. Carson, President
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EXHIBIT INDEX
Exhibit No. Description Page
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99.1 First Amendment to Rights Agreement
dated as of April 8, 1998 between
the Company and ChaseMellon Shareholder
Services, L.L.C. as Rights Agent
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