As filed with the Securities and Exchange Commission on December 13, 2023
Registration No. 33-07160
Registration No. 33-23182
Registration No. 33-41995
Registration No. 33-50160
Registration No. 033-61493
Registration No. 333-12237
Registration No. 333-39936
Registration No. 333-51162
Registration No. 333-66766
Registration No. 333-91148
Registration No. 333-118314
Registration No. 333-143080
Registration No. 333-152827
Registration No. 333-167462
Registration No. 333-167461
Registration No. 333-183206
Registration No. 333-197925
Registration No. 333-206219
Registration No. 333-219911
Registration No. 333-251430
Registration No. 333-264377
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Post-Effective Amendment No. 1 to Registration No. 33-07160
Post-Effective Amendment No. 1 to Registration No. 33-23182
Post-Effective Amendment No. 1 to Registration No. 33-41995
Post-Effective Amendment No. 1 to Registration No. 33-50160
Post-Effective Amendment No. 1 to Registration No. 033-61493
Post-Effective Amendment No. 1 to Registration No. 333-12237
Post-Effective Amendment No. 1 to Registration No. 333-39936
Post-Effective Amendment No. 1 to Registration No. 333-51162
Post-Effective Amendment No. 1 to Registration No. 333-66766
Post-Effective Amendment No. 1 to Registration No. 333-91148
Post-Effective Amendment No. 1 to Registration No. 333-118314
Post-Effective Amendment No. 1 to Registration No. 333-143080
Post-Effective Amendment No. 1 to Registration No. 333-152827
Post-Effective Amendment No. 1 to Registration No. 333-167462
Post-Effective Amendment No. 1 to Registration No. 333-167461
Post-Effective Amendment No. 1 to Registration No. 333-183206
Post-Effective Amendment No. 1 to Registration No. 333-197925
Post-Effective Amendment No. 1 to Registration No. 333-206219
Post-Effective Amendment No. 1 to Registration No. 333-219911
Post-Effective Amendment No. 1 to Registration No. 333-251430
Post-Effective Amendment No. 1 to Registration No. 333-264377
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 incorporation or organization) |
(I.R.S. Employer Identification No.) |
300 Corporate Parkway - Suite 214N
Amherst, New York 14226
(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
Computer Task Group, Incorporated 2000 Equity Award Plan
Computer Task Group, Incorporated 401(k) Retirement Plan
Computer Task Group, Incorporated First Employee Stock Purchase Plan
(as amended September 16, 2021)
Computer Task Group, Incorporated 2010 Equity Award Plan
Computer Task Group, Incorporated 2020 Equity Award Plan
(Full title of the plan)
Peter P. Radetich, Esq.
Computer Task Group, Incorporated
300 Corporate Parkway - Suite 214N
Amherst, New York 14226
(716) 882-8000
(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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (“Post-Effective Amendments”) filed by Computer Task Group, Incorporated (the “Registrant”) relate to the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:
| • | Registration Statement on Form S-8 (File No. 33-07160), which was filed with the SEC on July 14, 1986. |
| • | Registration Statement on Form S-8 (File No. 33-23182), which was filed with the SEC on July 20, 1988. |
| • | Registration Statement on Form S-8 (File No. 33-41995), which was filed with the SEC on July 31, 1991. |
| • | Registration Statement on Form S-8 (File No. 33-50160), which was filed with the SEC on July 29, 1992. |
| • | Registration Statement on Form S-8 (File No. 033-61493), which was filed with the SEC on August 1, 1995, pertaining to the registration of 500,000 shares of Common Stock, issuable under the Computer Task Group, Incorporated 1991 Employee Stock Option Plan (the “1991 ESOP”), and the registration of 100,000 shares of Common Stock, issuable under the Computer Task Group, Incorporated Nonqualified Key Employee Deferred Compensation Plan, as amended and restated (the “NKEDCP”). |
| • | Registration Statement on Form S-8 (File No. 333-12237), which was filed with the SEC on September 18, 1996, pertaining to the registration of 750,000 shares of Common Stock, issuable under the 1991 ESOP. |
| • | Registration Statement on Form S-8 (File No. 333-39936), which was filed with the SEC on June 22, 2000, pertaining to the registration of 2,000,000 shares of Common Stock, issuable under the Computer Task Group, Incorporated 2000 Equity Award Plan, as amended and restated (the “2000 EAP”). |
| • | Registration Statement on Form S-8 (File No. 333-51162), which was filed with the SEC on December 1, 2000, pertaining to the registration of 2,000,000 shares of Common Stock, issuable under the Computer Task Group, Incorporated 401(k) Retirement Plan, as amended and restated (the “2000 401(k) Plan”). |
| • | Registration Statement on Form S-8 (File No. 333-66766), which was filed with the SEC on August 3, 2001, pertaining to the registration of 500,000 shares of Common Stock, issuable under the Computer Task Group, Incorporated First Employee Stock Purchase Plan, as amended and restated (the “2001 FESPP”). |
| • | Registration Statement on Form S-8 (File No. 333-91148), which was filed with the SEC on June 24, 2002, pertaining to the registration of 1,000,000 shares of Common Stock, issuable under the 2000 EAP. |
| • | Registration Statement on Form S-8 (File No. 333-118314), which was filed with the SEC on August 17, 2004, pertaining to the registration of 1,500,000 shares of Common Stock, issuable under the 2000 EAP. |
| • | Registration Statement on Form S-8 (File No. 333-143080), which was filed with the SEC on May 18, 2007, pertaining to the registration of 500,000 shares of Common Stock, issuable under the NKEDCP. |
| • | Registration Statement on Form S-8 (File No. 333-152827), which was filed with the SEC on August 6, 2008, pertaining to the registration of 650,000 shares of Common Stock, issuable under the 2000 EAP. |
| • | Registration Statement on Form S-8 (File No. 333-167462), which was filed with the SEC on June 11, 2010, pertaining to the registration of 900,000 shares of Common Stock, issuable under the Computer Task Group, Incorporated 2010 Equity Award Plan, as amended and restated (the “2010 EAP”). |
| • | Registration Statement on Form S-8 (File No. 333-167461), which was filed with the SEC on June 11, 2010, pertaining to the registration of 500,000 shares of Common Stock, issuable under the NKEDCP. |
| • | Registration Statement on Form S-8 (File No. 333-183206), which was filed with the SEC on August 10, 2012, pertaining to the registration of 250,000 shares of Common Stock, issuable under the 2001 FESPP. |
| • | Registration Statement on Form S-8 (File No. 333-197925), which was filed with the SEC on August 7, 2014, pertaining to the registration of 400,000 shares of Common Stock, issuable under the 2010 EAP. |
| • | Registration Statement on Form S-8 (File No. 333-206219), which was filed with the SEC on August 7, 2015, pertaining to the registration of 600,000 shares of Common Stock, issuable under the 2010 EAP. |
| • | Registration Statement on Form S-8 (File No. 333-219911), which was filed with the SEC on August 11, 2017, pertaining to the registration of 1,850,000 shares of Common Stock, issuable under the 2010 EAP. |
| • | Registration Statement on Form S-8 (File No. 333-251430), which was filed with the SEC on December 17, 2020, pertaining to the registration of 1,950,000 shares of Common Stock, issuable under the Computer Task Group, Incorporated 2020 Equity Award Plan, as amended and restated. |
| • | Registration Statement on Form S-8 (File No. 333-264377), which was filed with the SEC on April 19, 2022, pertaining to the registration of 150,000 shares of Common Stock, issuable under the 2001 FESPP. |
On August 9, 2023, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cegeka Groep NV, a Belgian limited liability company (“Parent” or “Cegeka”), and Chicago Merger Sub, Inc., a New York corporation and a wholly-owned subsidiary of Cegeka (“Merger Sub”).
Pursuant to the Merger Agreement, Merger Sub commenced a tender offer (the “Offer”) to acquire all of the outstanding Common Stock, other than any Common Stock held by the Company (or treasury shares), Cegeka, Merger Sub and any other wholly-owned subsidiary of Cegeka, for (i) $10.50 per share, net to the seller in cash (as may be adjusted in accordance with the Merger Agreement, the “Offer Price”), without interest and subject to any withholding of taxes, subject to the conditions of the Merger Agreement. Following the consummation of the Offer, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger. On December 13, 2023, 2023 (the “Effective Date”), upon the terms set forth in the Merger Agreement, the Merger became effective.
In connection with the Merger, the Registrant is terminating all offers and sales of its securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements, and deregistering any of the securities which remain unsold under the Registration Statements as of the Effective Date. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offerings, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities as of the Effective Date.
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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buffalo, State of New York, on December 13, 2023.
| COMPUTER TASK GROUP, INCORPORATED | ||
| By: | /s/ Peter P. Radetich | |
| Peter P. Radetich | ||
| Senior Vice President, General Counsel & Secretary | ||
No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933.