SC 13D/A 1 ea126827-sc13da4ags_computer.htm AMENDMENT NO. 4 TO SCHEDULE 13D

 

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

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. 4)*

 

COMPUTER TASK GROUP, INCORPORATED

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

205477102

(CUSIP Number)

 

James M. Lindstrom

AGS SPV I, LLC

330 Railroad Ave., 2nd Floor

Greenwich, Connecticut 06830

(203) 979-4607

 

Evan Wax

Wax Asset Management, LLC

44 Cherry Lane

Madison, Connecticut 06443

(203) 941-0111

 

With a copy to:

 

Stuart Welburn

Corby J. Baumann

Thompson Hine LLP

335 Madison Avenue, 12th Floor

New York, New York 10017

(212) 344-5680

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

September 14, 2020

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-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. 20547710213DPage 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

AGS SPV I, LLC

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY  
4

SOURCE OF FUNDS

WC

  
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

624,907

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

624,907

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

624,907

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.1%

  
14

TYPE OF REPORTING PERSON

OO

  
         

 

CUSIP No. 20547710213DPage 3 of 7 Pages

 

1

NAME OF REPORTING PERSON

Assurance Global Services LLC

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY  
4

SOURCE OF FUNDS

N/A

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

624,907

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

624,907

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

624,907

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.1%

  
14

TYPE OF REPORTING PERSON

OO

  
         

 

CUSIP No. 20547710213DPage 4 of 7 Pages

 

1

NAME OF REPORTING PERSON

James M. Lindstrom

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY  
4

SOURCE OF FUNDS

N/A

  
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

624,907

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

624,907

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

624,907

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.1%

  
14

TYPE OF REPORTING PERSON

IN

  
         

 

CUSIP No. 20547710213DPage 5 of 7 Pages

 

1

NAME OF REPORTING PERSON

Wax Asset Management, LLC

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY  
4

SOURCE OF FUNDS

WC

  
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Connecticut

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 7

SOLE VOTING POWER

351,695

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

351,695

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

351,695

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.3%

  
14

TYPE OF REPORTING PERSON

OO

  
         

 

CUSIP No. 20547710213DPage 6 of 7 Pages

 

This Amendment No. 4 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 4”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on August 28, 2019 (as amended, the “Statement”) with respect to the common stock, $0.01 par value per share (the “Common Stock”), of Computer Task Group, Incorporated, a New York corporation (the “Issuer”). Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings set forth in the Statement. Except as amended and supplemented by this Amendment No. 4, the Statement remains unchanged.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Statement is hereby amended by adding the following before the last four paragraphs in Item 4:

 

On September 14, 2020, AGS and WAM sent a letter (the “September 14, 2020 Letter”) to the Board of Directors of the Issuer in response to the Issuer’s Form 8-K and press release dated September 10, 2020. AGS and WAM additionally filed a press release announcing the September 14, 2020 Letter. The foregoing descriptions of the September 14, 2020 Letter and related press release are qualified in their entirety by reference to the full text of the September 14, 2020 Letter and press release, copies of which are attached hereto as Exhibit 99.4 and Exhibit 99.5, respectively, and are incorporated herein by reference.

 

Important Notice: The September 14, 2020 Letter and press release do not in any way constitute a proxy solicitation, which may be undertaken only pursuant to a definitive written proxy statement or an applicable exemption from the proxy statement requirements. The Reporting Persons believe that all stockholders should make independent decisions regarding the election of directors and the other matters to be voted upon at the Annual Meeting.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Statement is hereby amended and restated in its entirety as follows:

 

The response to Item 4 is incorporated herein by reference. Other than as disclosed in this Item 6, there are no other contracts, arrangements, understandings or relationships between the Reporting Persons and any person with respect to securities of the Issuer.

 

The Reporting Persons have an informal oral agreement to act as a group for purposes of Regulation 13D solely with respect to the Common Stock of the Issuer. Except as otherwise set forth in this Statement, the Reporting Persons expressly disclaim beneficial ownership of any of the shares of Common Stock, and the filing of this Statement shall not be construed as an admission that, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, any Reporting Person is a beneficial owner of any such shares. Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 4, which agreement is set forth on the signature page to this Statement.

 

Item 7. Material to Be Filed as Exhibits.

 

Item 7 of the Statement is hereby amended to add the following exhibits:

 

99.4Letter from Assurance Global Services LLC and Wax Asset Management to the Board of Directors of Computer Task Group, Incorporated, dated as of September 14, 2020.

 

99.5Press Release, dated September 14, 2020.

 

 

CUSIP No. 20547710213DPage 7 of 7 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Issuer.

 

Dated: September 14, 2020

 

AGS SPV I, LLC,  
by Assurance Global Services LLC, its managing member  
   
/s/ James M. Lindstrom  
James M. Lindstrom  
Managing Member  
   
ASSURANCE GLOBAL SERVICES LLC  
   
/s/ James M. Lindstrom  
James M. Lindstrom  
Managing Member  
   
/s/ James M. Lindstrom  
James M. Lindstrom  
   
WAX ASSET MANAGEMENT, LLC  
   
/s/ Evan Wax  
Evan Wax  
President