-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DYueKt8r1NHhk54zxJ7HRNBQKc8cAUrXE7fAinXcYjWDaj6Ubl9vfuUZq6GD4cR0 RxCbfWyyCg2bLENQha9DpQ== 0001193125-08-141476.txt : 20080626 0001193125-08-141476.hdr.sgml : 20080626 20080626165504 ACCESSION NUMBER: 0001193125-08-141476 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080626 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080626 DATE AS OF CHANGE: 20080626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER TASK GROUP INC CENTRAL INDEX KEY: 0000023111 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 160912632 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09410 FILM NUMBER: 08919889 BUSINESS ADDRESS: STREET 1: 800 DELAWARE AVE CITY: BUFFALO STATE: NY ZIP: 14209 BUSINESS PHONE: 7168828000 MAIL ADDRESS: STREET 1: 800 DELAWARE AVE CITY: BUFFALO STATE: NY ZIP: 14209 FORMER COMPANY: FORMER CONFORMED NAME: MARKS BAER INC DATE OF NAME CHANGE: 19690128 8-K 1 d8k.htm CURRENT REPORT Current Report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) June 26, 2008

  

 

COMPUTER TASK GROUP, INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

 

 

NEW YORK

(State or Other Jurisdiction of Incorporation)

 

1-9410   16-0912632
(Commission File Number)   (IRS Employer Identification No.)

 

800 Delaware Avenue, Buffalo, NY   14209
(Address of Principal Executive Offices)   (Zip Code)

(716) 882-8000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01 Regulation FD Disclosure

On June 26, 2008, the Registrant announced that it had entered into a stock repurchase agreement in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 attached hereto. This information is furnished and not filed.

 

Item 9.01 Financial Statements and Exhibits.

 

  (c) Exhibits:

 

99.1    Press release dated June 26, 2008 announcing adoption of stock repurchase agreement in accordance with Rule 10b5-1.


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 hereunto duly authorized.

 

  COMPUTER TASK GROUP, INCORPORATED
Date: June 26, 2008   By:  

/s/ Peter P. Radetich

  Name:   Peter P. Radetich
  Title:   Senior Vice President & Secretary


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Press release dated June 26, 2008 announcing adoption of stock repurchase agreement in accordance with Rule 10b5-1.
EX-99.1 2 dex991.htm PRESS RELEASE DATED JUNE 26, 2008 Press release dated June 26, 2008

Exhibit 99.1

LOGO

NEWS RELEASE

CONTACT:

James R. Boldt, Chairman & Chief Executive Officer

(716) 887-7244

CTG ANNOUNCES EXTENSION OF 10B5-1 PLAN TO FACILITATE SHARE REPURCHASES

BUFFALO, N.Y. — June 26, 2008 — CTG (NASDAQ: CTGX), an international information technology (IT) staffing and solutions company, today announced that it extended a stock repurchase plan under Rule 10b5-1 of the Securities and Exchange Commission (the “Company 10b5-1 Plan”) to facilitate the repurchase of its common stock under its outstanding repurchase authorizations. The Company has approximately 0.9 million shares available for repurchase as of June 26, 2008 under previous authorizations.

“We are extending our 10b5-1 plan originally implemented during 2007 as it gives us the ability to repurchase shares during our self-imposed blackout periods prior to the announcement of quarterly results,” said CTG Chairman and Chief Executive Officer James R. Boldt. “We also believe CTG’s shares remain attractively valued and intend to continue actively repurchasing our stock in 2008.”

The plan is being administered by Boenning & Scattergood, Inc. and is effective from July 3, 2008 until the day following the Company’s release of its 2008 second quarter financial results. CTG adopted the initial 10b5-1 plan on April 5, 2007 to allow for the repurchase of shares during the time following the close of a quarter and the announcement of quarterly financial results when its self-imposed stock repurchase policy does not allow for the direct purchase of shares by the Company. The Company also intends to utilize the plan for its self-imposed blackout periods during each of its remaining fiscal quarters in 2008. Repurchases are subject to SEC regulations as well as certain price, market, volume and timing constraints specified in the plan. The plan does not require that any shares be purchased.

Backed by over 40 years’ experience, CTG provides IT staffing and solutions to help Global 2000 clients focus on their core businesses and use technology as a competitive advantage to excel in their markets. CTG combines in-depth understanding of our clients’ businesses with a full range of integrated services, best practices, and proprietary ISO 9001:2000-certified service methodologies. Our IT professionals based in an international network of offices in North America and Europe have a proven track record of delivering high-value, industry-specific solutions. More information about CTG is available on the Web at www.ctg.com.

This document contains certain forward-looking statements concerning the Company’s current expectations as to future growth. These statements are based upon a review of industry reports, current business conditions in the areas where the Company does business, the availability of qualified professional staff, the demand for the Company’s services, and other factors that involve risk and uncertainty. As such, actual results may differ materially in response to a change in such factors. Such forward-looking statements should be read in conjunction with the Company’s disclosures set forth in the Company’s 2007 Form 10-K and Management’s Discussion and Analysis section of the Company’s 2007 annual report, which are incorporated by reference. The Company assumes no obligation to update the forward-looking information contained in this release.

— END —

Today’s news release, along with CTG news releases for the past year, is available on the Web at www.ctg.com.

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