Form 8-K COMPUTER TASK GROUP INC For: Jan 04
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 4, 2017
COMPUTER TASK GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(IRS Employer |
|800 Delaware Avenue, Buffalo, NY||14209|
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: (716) 882-8000
(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:
|☐||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.
On January 4, 2017, Computer Task Group, Incorporated (the Company) published a letter to its shareholders from the Companys Chairman of the Board and its President and Chief Executive Officer providing an update on the Company. The letter was posted to the Companys website and is furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
|99.1||Letter to Shareholders, dated January 4, 2017.|
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: January 4, 2017||By:|
|Peter P. Radetich|
|Senior Vice President, General Counsel & Secretary|
|99.1||Letter to Shareholders, dated January 4, 2017.|
January 4th, 2017
Fellow CTG Shareholders,
On behalf of your Board of Directors, we are writing to provide an update on CTGs progress since Bud Crumlishs appointment as CEO in July, to review our three year plan and to share recent operational progress. The Board is committed to enhanced value to our fellow shareholders and actions have been taken to turn around recent performance.
Best wishes for a happy and healthy new year!
|Arthur (Bud) W. Crumlish||Dan Sullivan|
|President and Chief Executive Officer||Chairman of the Board|
Safe Harbor Statement
This letter contains certain forward-looking statements concerning the Companys current expectations as to future growth, financial outlook, business strategy and expectations for the next three years, a share repurchase program, and statements related to cost control, new business opportunities, financial performance, market demand, the announced ONE CTG program, and other attributes of the Company. There is no assurance that the programs described in this letter will be successfully implemented or meet expectations. These statements are based upon the Companys expectations and assumptions, a review of industry reports, current business conditions in the areas where the Company does business, feedback from existing and potential new customers, a review of 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 Companys inability to purchase shares under our share repurchase program due to changes in stock prices and other conditions, the availability to the Company of qualified professional staff, domestic and foreign industry competition for customers and talent, increased bargaining power of large customers, the Companys ability to protect confidential client data, the partial or complete loss of the revenue the Company generates from International Business Machines Corporation (IBM) and/or SDI International (SDI), the uncertainty of customers implementations of cost reduction projects, the effect of healthcare reform and initiatives, the mix of work between staffing and solutions, currency exchange risks, risks associated with operating in foreign jurisdictions, renegotiations, nullification, or breaches of contracts with customers, vendors, subcontractors or other parties, the change in valuation of recorded goodwill or capitalized software balances, the impact of current and future laws and government regulation, as well as repeal or modification of such, affecting the information technology (IT) solutions and staffing industry, taxes and the Companys operations in particular, industry and economic conditions, including fluctuations in demand for IT services, consolidation among the Companys competitors or customers, the need to supplement or change our IT services in response to new offerings in the industry or changes in customer requirements for IT products and solutions and other factors that involve risk and uncertainty including those listed in the Companys 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 Companys disclosures set forth in the Companys 2015 Form 10-K and other reports filed from time to time with the Securities and Exchange Commission, which are incorporated by reference. The Company assumes no obligation to update the forward-looking information contained in this letter.
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