8-K

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) July 8, 2015

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 July 8, 2015, 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 July 8, 2015 announcing extension 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: July 8, 2015	By:	/s/ Peter P. Radetich
		Name:	Peter P. Radetich
		Title:	Senior Vice President & Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated July 8, 2015 announcing extension of stock repurchase agreement in accordance with Rule 10b5-1.

EX-99.1

Exhibit 99.1

NEWS RELEASE

CONTACT:

Brendan Harrington

Chief Financial Officer

(716) 887-7244

CTG Announces Extension of 10b5-1 Plan to Facilitate Share Repurchases

BUFFALO, N.Y. — July 8, 2015 — CTG (NASDAQ: CTG), an information technology (IT) solutions and services company, today announced that it has 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. The Company had approximately 530,000 shares available for repurchase as of July 3, 2015, under its outstanding repurchase authorizations.

The plan is effective from July 9, 2015, until the day following the Company’s release of its 2015 second quarter and full year financial results. CTG’s 10b5-1 plan allows for the repurchase of shares during the time following the close of a quarter and the announcement of quarterly financial results when the Company’s stock repurchase policy does not allow for the direct purchase of shares by the Company. 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.

About CTG

CTG provides industry-specific IT services and solutions that address the business needs and challenges of clients in high-growth industries in North America and Western Europe. CTG also provides strategic staffing services for major technology companies and large corporations. Backed by nearly 50 years of experience and proprietary methodologies, CTG has a proven track record of delivering high-value, industry-specific services and solutions to its clients and regularly posts news and other important information online at www.ctg.com.

Safe Harbor Statement

This document contains certain forward-looking statements concerning the Company’s current expectations as to future growth,  financial outlook, business strategy and expectations for 2015, and statements related to cost control, new business opportunities,  financial performance, market demand, and other attributes of the Company. These statements are based upon the Company’s expectations and assumptions, 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, feedback from existing and potential new customers, current and proposed legislation and governmental regulations that may affect the Company and/or its customers, and other future events or circumstances. Actual results could differ materially from the outlook guidance, expectations, and other  forward-looking statements as a result of a number of factors, including among others, the dependence on orders from certain customers and their degree of concentration, the uncertainty of customers’ implementation of cost reduction projects, the ability of the Company to identify and develop marketable services, the anticipated amount and timing of revenues from business wins, risks relating to fluctuations in the Company’s operating results, the effect of healthcare reform mandates and initiatives, the mix of work and revenue between staffing and solutions, currency exchange risks, and new changes in government regulations and laws that affect the IT industry and the industries and countries in which the Company and its clients operate, and other factors that involve risk and uncertainty including those listed in the Company’s reports filed with the Securities and Exchange Commission as of the date of this document. Such forward-looking statements should be read in conjunction with the Company’s disclosures set forth in the Company’s 2014 Form 10-K, which is incorporated by reference, and other reports that may be filed from time to time with the Securities and Exchange Commission. The Company assumes no obligation to update the forward-looking information contained in this release.

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