UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Computer Task Group, Incorporated
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
205477102
(CUSIP Number)
Askeladden Capital Management LLC
14 Sunrise Ct.
Trophy Club, Texas 76262
682-553-8302
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 3, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ]
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be 'filed' for the purpose of Section 18 of the Securities Exchange
Act of 1934 ('Act') or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 205477102
1 NAME OF REPORTING PERSONS
Askeladden Capital Management LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 586,478*
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 586,478*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
586,478*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.65%**
14 TYPE OF REPORTING PERSON
IA
*
Represents 586,478 shares of Common Stock of the Issuer held by client
accounts of Askeladden Capital Management LLC, ('Askeladden') the
investment adviser.
**
This calculation is based on 16,044,815 shares of Common Stock of the
Issuer outstanding as of August 3, 2023, as disclosed in the Issuer's
Form 10-Q, filed with the SEC on August 9, 2023, for the quarterly period
ended June 30, 2023.
CUSIP No. 205477102
1 NAME OF REPORTING PERSONS
Samir Patel***
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 586,478*
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 586,478*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
586,478
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.65%**
14 TYPE OF REPORTING PERSON
IA
***
Samir Patel is the Principal of Askeladden. Askeladden client accounts are the
record and direct beneficial owner of the securities covered by this statement.
As the Principal of Askeladden, Mr. Patel may be deemed to beneficially own the
securities covered by this statement.
The following constitutes the Schedule 13D (the 'Schedule 13D' or the
'Statement') filed by the undersigned.
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is the
Issuer's Common Stock, $0.01 par value ('Common Stock'), of Computer Task
Group, Incorporated, a corporation organized under the laws of the State of
New York (the 'Issuer'). The principal executive office of the Issuer is
located at 300 Corporate Parkway, Suite 214N, Amherst, New York.
Item 2. Identity and Background.
a)
This Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), on behalf of each of the
following reporting persons (each, a 'Reporting Person' and collectively, the
'Reporting Persons'): Askeladden Capital Management, LLC, a Texas limited
liability company, and Samir Patel.
Each Reporting Person may be deemed to be a member of a group with respect to
the issuer or securities of the issuer for the purposes of Section 13(d) or
13(g) of the Act. Each Reporting Person declares that neither the filing of
this statement nor anything herein shall be construed as an admission that such
person is, for the purposes of Sections 13(d) or 13(g) of the Act or any other
purpose, (i) acting (or has agreed or is agreeing to act together with any
other person) as a partnership, limited partnership, syndicate, or other group
for the purpose of acquiring, holding, or disposing of securities of the
issuer or otherwise with respect to the issuer or any securities of the issuer
or (ii) a member of any group with respect to the issuer or any securities of
the issuer.
b)
The address of the principal business and the principal office of the
Reporting Persons is 14 Sunrise Ct. Trophy Club, Texas 76262.
c)
Each of the Reporting Persons is principally engaged in the business of
acquiring, holding, voting and disposing of various public securities
investments.
d)
During the last five years, none of the Reporting Persons has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
e)
During the last five years, none of the Reporting Persons has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
f)
Askeladden is organized under the laws of the State of Texas.
The information, if any, called for by Items 2-6, inclusive, of Schedule 13D
with respect to any person enumerated in Instruction C of Schedule 13D and
required to be included in this statement (the 'Listed Persons') is included
in Schedule A hereto or otherwise herein. The information contained in Schedule
A hereto and each other Item herein is incorporated by reference in answer or
partial answer to this Item.
Item 3. Source and Amount of Funds or Other Consideration.
The total cost for purchases of Common Stock by Askeladden, on behalf of its
clients, including brokerage commissions, was approximately $7,653,061
(including shares held in Askeladden client accounts for Mr. Patel). The
source of funds for the shares of Common Stock acquired for the accounts of
Askeladden's clients were funds of such clients.
Item 4. Purpose of the Transaction.
This Amendment No. 1 to the Schedule 13D ('Amendment No. 1') amends and
supplements the initial Schedule 13D filed with the Securities and Exchange
Commission ('SEC') on March 10, 2023. The Reporting Persons crossed the
applicable reporting threshold on March 3, 2023. This is the first amendment
since the initial Schedule 13D filing, which indicates a greater than 1%
change in the ownership of outstanding shares of the Issuer. The shares of
Common Stock covered by this statement were originally acquired by the
Reporting Persons beginning November 2021 in the ordinary course of business
solely for investment purposes and not for the purposes of participating
in or influencing the management of the Issuer. Subsequent events led
the Reporting Persons to advocate for certain actions by the Issuer as
described in the initial Schedule 13D filing.
This Amendment No. 1 is being filed for the purpose of reporting a
decrease in the percentage of the class of securities beneficially
owned by the Reporting Persons and constitutes an 'exit filing' with
respect to Schedule 13D for the Reporting Persons. The related updates and
amendments to the Schedule 13D are listed below. As published in various
articles on August 9, 2023, the Issuer is to be acquired by another
issuer based in Belgium. This fact, among others, has prompted the
Reporting Persons to decrease their position in the Issuer below the
reportable 5% threshold.
The Reporting Persons continue to have no plans to seek a Board of
Directors seat at this time and are supportive of the Issuer's current
strategy, which they believe is well-conceptualized and capably executed.
Except as set forth above, or as would occur upon completion of any of
the matters discussed herein, the Reporting Persons have no present plans
or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Although the foregoing reflects activities presently contemplated by
the Reporting Persons with respect to the Issuer, the foregoing is
subject to change at any time.
Item 5. Interest in Securities of the Issuer.
a)
Item 5 is hereby amended and restated in its entirety as follows: The
aggregate number and percentage of the class of securities identified
pursuant to Item 1 beneficially owned by each Reporting Person as of
the time of filing on August 18, 2023, is stated in Items 11 and 13
on the cover page(s) hereto.
Each Reporting Person declares that neither the filing of this Schedule
13D nor anything herein shall be construed as an admission that such
person is, for the purposes of Section 13(d) or 13(g) of the Act or
any other purpose, the beneficial owner of any securities covered
by this Schedule 13D.
Each Reporting Person may be deemed to be a member of a group with
respect to the Issuer or securities of the Issuer for the purposes
of Section 13(d) or 13(g) of the Act. Each Reporting Person declares
that neither the filing of this Schedule 13D nor anything herein shall
be construed as an admission that such person is, for the purposes of
Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or
has agreed or is agreeing to act) with any other person as a partnership,
limited partnership, syndicate or other group for the purpose of
acquiring, holding or disposing of securities of the Issuer or otherwise
with respect to the Issuer or any securities of the Issuer or (ii) a
member of any syndicate or group with respect to the Issuer or any
securities of the Issuer. The aggregate number and percentage of the
class of securities identified pursuant to Item 1 beneficially owned
by each Reporting Person is stated in Items 11 and 13 on the cover
page(s) hereto.
b)
Number of shares as to which each Reporting Person has
i.
sole power to vote or direct the vote
See Item 7 on the cover page(s) hereto.
ii.
shared power to vote or direct the vote
See Item 8 on the cover page(s) hereto.
iii.
sole power to dispose or to direct the disposition of:
See Item 9 on the cover page(s) hereto.
iv.
shared power to dispose or to direct the disposition of:
See Item 10 on the cover page(s) hereto.
The Reporting Persons own directly the shares of Common Stock reported in this
Schedule 13D and each of them has the power to vote or to direct the vote of
(and the power to dispose or direct the disposition of) such shares of Common
Stock directly owned by them.
As the investment manager of its clients' funds, Askeladden may be deemed to
have the power to vote or to direct the vote of (and the power to dispose or
direct the disposition of) any shares of Common Stock directly owned in each
client account.
Askeladden does not own any shares of Common Stock directly and disclaims
beneficial ownership of any shares of Common Stock owned directly in client
accounts.
The Reporting Persons have shared voting power and sole dispositive power
with regard to 586,478 shares of Common Stock.
c)
The transactions effected by the Reporting Persons in the Common Stock
during the past 60 days are set forth on Schedule A to this Statement.
Each of these transactions was executed through the open market.
Not applicable as all of the shares of Common Stock that are indicated
as beneficially owned by Askeladden are beneficially owned by Askeladden
on behalf of its investment advisory clients. In all cases, persons other
than Askeladden have the right to receive, or the power to direct the
receipt of, dividends from, or the proceeds from the sale of, the shares.
d)
The Reporting Persons ceased to beneficially own more than five percent
of the outstanding shares of Common Stock on August 9, 2023.
The information, if any, called for by Items 2-6, inclusive, of Schedule
13D with respect to any person enumerated in Instruction C of Schedule 13D
and required to be included in this statement is included in Schedule A
hereto or otherwise herein. The information contained in Schedule A hereto
and each other Item herein is incorporated by reference in answer or partial
answer to this Item.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information set forth in Item 4 of this Schedule 13D is hereby incorporated
herein by reference. Except as otherwise described herein and in the Joint
Filing Agreement, attached hereto as Exhibit 99.1, neither of the Reporting
Persons has any contract, arrangement, understanding or relationship with
any person with respect to the shares of Common Stock of the Issuer or any
other securities of the Issuer.
The information, if any, called for by Items 2-6, inclusive, of Schedule 13D
with respect to any person enumerated in Instruction C of Schedule 13D and
required to be included in this statement is included in Schedule A hereto
or otherwise herein. The information contained in Schedule A hereto and
each other Item herein is incorporated by reference in answer or partial
answer to this Item.
Item 7. Material to Be Filed as Exhibits
99.1 Joint Filing Agreement dated August 18, 2023, by and among Askeladden
Capital Management LLC and Samir Patel (filed herewith).
99.2 Schedule A - Additional information including the transactions effected
by the Reporting Persons in the Common Stock during the past 60 days.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
August 18, 2023 Askeladden Capital Management, LLC
By: /s/ Samir Patel
Name: Samir Patel
Title: Managing Member
Samir Patel
/s/ Samir Patel
Schedule A
Additional Information
Reporting Person: Askeladden Capital Management LLC
The name and present principal occupation or employment of each Reporting
Person is set forth below. Except as otherwise described herein, the business
address of each person named below is 14 Sunrise Ct. Trophy Club, Texas 76262.
Each natural person named below is a citizen of the United States of America.
During the last five years, no person named below has been convicted in a
criminal proceeding, or was a party to a civil proceeding, required to be
disclosed herein.
Askeladden Capital Management LLC
Name Title Principal Occupation Citizenship
Samir Patel Principal/Managing Member Principal of Askeladden United States
Capital Management LLC
Beneficial Ownership of Each Director, Executive Officer and
Control Person of the Reporting Persons
The aggregate number and percentage of the class of securities of the Issuer
beneficially owned by each director and executive officer of, and each person
controlling, the Reporting Persons is set forth below.
Name Aggregate Percentage of Sole Power Shared Power Sole Power Shared
Number Class to Vote to Vote to Dispose Power to
Dispose
Samir Patel 586,478* 3.65% 0 586,478* 0 586,478*
Askeladden Capital 586,478* 3.65% 0 586,478* 0 586,478*
Management, LLC
*Includes 5,285 shares of Common Stock of the Issuer held by
Samir Patel individually.
Transactions in the Common Stock by the Reporting Persons in the past 60 days:
The name and present principal occupation or employment of each Reporting
Person is set forth below. Except as otherwise described herein, the business
address of each person named below is 14 Sunrise Ct. Trophy Club, Texas 76262.
Each natural person named below is a citizen of the United States of America.
During the last five years, no person named below has been convicted in a
criminal proceeding, or was a party to a civil proceeding, required to be
disclosed herein.
Askeladden Capital Management LLC
Transaction Date Number of Shares Bought/(Sold) Price Per Share ($)
06/26/2023 (3,766) 7.34
06/27/2023 (3,032) 7.54
06/29/2023 (4,019) 7.63
08/09/2023 (295,008) 10.22
08/10/2023 (9,841) 10.21