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. 3)*

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 9, 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).

This Amendment No. 3 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 3”) 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. 3 shall have the meanings set forth in the Statement. Except as amended and supplemented by this Amendment No. 3, the Statement remains unchanged.

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

On September 9, 2020, AGS and WAM sent a letter (the “September 2020 Letter”) to the Board of Directors of the Issuer to express their intention to oppose the election of director nominees James R. Helvey, III and Owen J. Sullivan and vote against the proposal regarding the approval and ratification of the Issuer’s proposed 2020 Equity Award Plan at the Issuer’s upcoming 2020 annual meeting of shareholders (the “Annual Meeting”) scheduled to be held on September 17, 2020. The Reporting Persons also stated in the September 2020 Letter their concerns with respect to the Issuer’s director compensation practices and their recommendations regarding the Issuer’s compensation practices and director composition. The foregoing description of the September 2020 Letter is qualified in its entirety by reference to the full text of the September 2020 Letter, a copy of which is attached hereto as Exhibit 99.3, and is incorporated herein by reference.

Important Notice: The September 2020 Letter does 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 September 2020 Letter merely states how the Reporting Persons intend to vote their Issuer Common Stock and the reasons therefor. The Reporting Persons do not intend to make any further public statements regarding these matters or to respond to inquiries by other stockholders regarding these matters except as permitted under applicable regulations. 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.

Items 5(a) of the Statement is hereby amended and restated in its entirety as follows:

(a) SPV beneficially owns 624,907 shares of Common Stock, which represents 4.1% of the Issuer’s outstanding shares of Common Stock. AGS, as managing member of SPV, and Mr. Lindstrom, as managing and sole member of AGS, may be deemed to have indirect beneficial ownership of such shares. AGS and Mr. Lindstrom disclaim beneficial ownership of such shares for all other purposes, except to the extent of its or his pecuniary interest therein.

WAM beneficially owns 351,695 shares of Common Stock, which represents 2.3% of the Issuer’s outstanding shares of Common Stock. All of the shares of Common Stock that are indicated as beneficially owned by WAM are beneficially owned by WAM on behalf of its investment advisory clients. WAM is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Exchange Act due to its discretionary power to make investment decisions over such shares for its clients. In all cases, persons other than WAM have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares.

In the aggregate, the Reporting Persons acting as a group for purposes of Regulation 13D beneficially own 976,602 shares of Common Stock, which represents approximately 6.4% of the Issuer’s outstanding shares of Common Stock.

Each percentage ownership of shares of Common Stock set forth in this Statement is based on 15,173,249 shares of Common Stock reported by the Issuer as outstanding as of August 7, 2020 in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 13, 2020.

CUSIP No. 205477102

13D

Page 7 of 8 pages

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. 3, which agreement is set forth on the signature page to this Statement.

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

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 9, 2020

Exhibit 99.3

September 9, 2020

Board of Directors

Computer Task Group, Incorporated

(“CTG” or the “Company”)

800 Delaware Avenue

Buffalo, NY 14209

Attn: Daniel Sullivan, Chairman of the Board

Dear Board of Directors:

Wax Asset Management and Assurance Global Services LLC (“AGS”) are one of CTG’s largest shareholders. We are long-term owners and seek to ensure that the companies in which we invest act with integrity and accountability. We write to the Board because the Board of CTG has governed over a period of compensation and capital allocation practices that have resulted in unacceptable dilution to the Company’s shareholders and the corresponding destruction of shareholder value. And now the Board would like to continue those broken practices as it seeks approval of a new equity plan (the “Equity Plan”) in the proxy that could allow it to grant another 1.95 million shares to CTG insiders at significantly undervalued levels.

Most concerning to us is that the approval of this Equity Plan would allow the Board to continue to “double dip” on its compensation by paying its directors at excessive annual levels and diluting its shareholders by structuring 100% of the Board’s compensation with significantly undervalued stock. We have had several conversations with each of Mr. Daniel J. Sullivan, the Chairman of the Board, and Mr. James R. Helvey, III, the Chairman of the Audit Committee, both of whom fail to recognize the flaws and costs to shareholders of this approach.

Excessive Board Compensation. While CTG’s stock price has underperformed the market and peer companies since 2014, the Board’s total compensation increased by 30% without an appropriate disclosed rationale and above the board compensation levels of appropriate peers.

                                                                 Source: Company 10-k and Proxies.

CTG Director Compensation versus Appropriate Company Peers

Note: Excludes Compensation Committee Peer Group Public Companies with over $0.96 billion of 2019 annual revenues-Allscripts Healthcare Solutions, Inc., Huron Consulting Group, Inc., Kforce Inc., Leidos Holdings, Inc., Navigant Consulting, Inc. (Sold in 2019), and Volt Information Services, Inc.

Sources: Company Proxies.

Inappropriate Dilution at Undervalued Prices. Since January 1, 2018, the Board has awarded 1.9 million shares and options, including 0.5 million shares or 3.3% of the Company to the independent directors of the Board (see chart of Board grants below). It is unacceptable and in contrast to appropriate capital allocation practices that the Board has granted this excessive amount of equity below prices where (i) Board has authorized (and continues to boast of) the repurchase of $38.5 million of shares since 2013 at an average price of $8.95 and (ii) the levels of previous publicly disclosed acquisition proposals made by AGS.

We believe it is time for change at CTG and will vote against the following:

Finally, in order to maximize that intrinsic value per CTG share over the long-term, we recommend that the Board:

Sincerely,

Important Notice: This letter does 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.  This letter merely states how we intend to vote our stock of CTG and the reasons therefor. Neither AGS nor Wax Asset Management intend to make any further public statements regarding Proposals 1 or 4 or to respond to inquiries by other stockholders regarding these matters except as permitted under applicable regulations. AGS and Wax Asset Management 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.

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