As filed with the Securities and Exchange Commission on August 10, 2012		Registration No. 333-

 

 

 

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)

 

 

 

New York		16-0912632
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

800 Delaware Avenue, Buffalo, New York 14209

(Address of Principal Executive Offices, Including Zip Code)

Computer Task Group, Incorporated

First Employee Stock Purchase Plan

(Full Title of the Plan)

 

 

Copy to:

 

Peter P. Radetich, Esq.		John J. Zak, Esq.
Computer Task Group, Incorporated		Hodgson Russ LLP
800 Delaware Avenue		The Guaranty Building
Buffalo, New York 14209		140 Pearl Street, Suite 100
(716) 882-8000		Buffalo, New York 14202
		(716) 856-4000

(Name, address and telephone number of agent for service)

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):

 

Large accelerated filer		¨		Accelerated filer		þ
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

Calculation of Registration Fee

 

Title of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Common Stock, par value $.01		250,000		$15.945		$3,986,250		$456.824

(1)	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 7, 2012.

 

 

 

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EXPLANATORY NOTE

Reference is made to Registrant’s Registration Statement No. 333-66766 on Form S-8 (the “Preceding Registration”), 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 Registration. Pursuant to General Instruction E of Form S-8, in addition to incorporating the contents of the Preceding Registration, this registration includes required opinions and consents, the signature page, and any information not in the Preceding Registration.

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 10, 2012, 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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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 10, 2012.

 

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
(a) Principal Executive Officer
/s/ James R. Boldt		Chairman, Chief Executive Officer and Director		August 10, 2012
James R. Boldt
(b) Principal Financial and Accounting Officer
/s/ Brendan M. Harrington		Senior Vice President and Chief Financial Officer		August 10, 2012
Brendan M. Harrington
(c) Directors
/s/ James R. Boldt				August 10, 2012
James R. Boldt
/s/ Thomas E. Baker				August 10, 2012
Thomas E. Baker
/s/ Randall L. Clark				August 10, 2012
Randall L. Clark
/s/ William D. McGuire				August 10, 2012
William D. McGuire
/s/ John M. Palms				August 10, 2012
John M. Palms
/s/ Daniel J. Sullivan				August 10, 2012
Daniel J. Sullivan

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EXHIBIT INDEX

 

Exhibit No.		Description		Reference
4.		Computer Task Group, Incorporated First Employee Stock Purchase Plan (Ninth Amendment and Restatement)			(1	)
5		Opinion of Peter P. Radetich, Senior Vice President, Secretary and General Counsel to Registrant as to legality of securities being registered
23 (a)		Consent of Peter P. Radetich, Senior Vice President, Secretary and General Counsel (included in Exhibit No. 5)
23 (b)		Consent of KPMG LLP
24		Power of Attorney (included on signature page of this registration statement)

 

(1)	Incorporated by reference to Exhibit A to the Registrant’s definitive Proxy Statement dated April 4, 2012 in connection with the Registrant’s annual meeting of shareholders held on May 9, 2012, as filed with the SEC on April 4, 2012 (File No. 1-9410).