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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/29/22 Computer Task Group Inc. 8-K:1,2,8,9 9/29/22 12:909K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 64K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 600K
Liquidation or Succession
3: EX-99.1 Miscellaneous Exhibit HTML 37K
7: R1 Document and Entity Information HTML 47K
10: XML IDEA XML File -- Filing Summary XML 13K
8: XML XBRL Instance -- ctg-20220929_htm XML 16K
9: EXCEL IDEA Workbook of Financial Reports XLSX 8K
6: EX-101.LAB XBRL Labels -- ctg-20220929_lab XML 55K
4: EX-101.PRE XBRL Presentations -- ctg-20220929_pre XML 35K
5: EX-101.SCH XBRL Schema -- ctg-20220929 XSD 11K
11: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K
12: ZIP XBRL Zipped Folder -- 0000950170-22-019054-xbrl Zip 95K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i September 29, 2022
COMPUTER TASK GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
i New York |
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i 1-9410 |
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i 16-0912632 |
(State or other jurisdiction |
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(Commission File |
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(IRS Employer |
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i 14226 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: i (716) i 882-8000
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:
i ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading |
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Name of each exchange |
i Common Stock, $.01 par value |
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i CTG |
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i The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
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 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 29, 2022, Computer Task Group, Incorporated, a New York corporation (“CTG”), entered into a Stock Purchase Agreement (the “Agreement”) with Eleviant Technologies, Inc., a Texas corporation (“ETI”), pursuant to which CTG simultaneously acquired all of the issued and outstanding shares of ETI (the “Acquisition”) for an aggregate purchase price of $18,600,000.00 U.S. Dollars, of which approximately $17,400,000 was paid in cash and the remainder of which was paid in CTG common stock equal to approximately $1,200,000.00, using the average trading price of CTG common stock in the ten (10) business days ending on September 26, 2022.
The Agreement contains customary representations, warranties and covenants of CTG and Company.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Item 2.01 Completion of Acquisition of Disposition of Assets.
The information set forth under Item 1.01 above is incorporated by reference herein.
Item 8.01 Other Events.
On September 29, 2022, the Company issued a press release to announce the execution of the Agreement and the closing of the Acquisition. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description |
2.1 |
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99.1 |
2
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.
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COMPUTER TASK GROUP, INCORPORATED |
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Date: September 29, 2022 |
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By: |
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Senior Vice President, General Counsel & Secretary |
3
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 9/29/22 | None on these Dates | ||
| 9/26/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/23 Computer Task Group Inc. 10-K 12/31/22 110:25M Donnelley … Solutions/FA 11/08/22 Computer Task Group Inc. 10-Q 9/30/22 86:13M Donnelley … Solutions/FA |