UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
COMPUTER TASK GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
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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
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 |
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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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/s/ Peter P. Radetich |
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Peter P. Radetich Senior Vice President, General Counsel & Secretary |
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