SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Cotelligent, Inc.
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(Exact name of registrant as specified in its charter)
June 13, 2002
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Date of Report (Date of earliest event reported)
Delaware 0-27412 94-3173918
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(State or other jurisdiction of (Commission (I.R.S. Employer Identification No.)
incorporation) File Number)
44 Montgomery Street, Suite 4050
San Francisco, California 94114
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(Address of principal executive offices) (Zip Code)
(415) 439-6400
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(Registrant's telephone number, including area code)
Item 5. Other Events.
Cotelligent, Inc. (the "Company") and EquiServe Trust Company,
N.A. have entered into Amendment No. 1 to Rights Agreement attached
hereto as Exhibit 4 (the "Rights Agreement Amendment"), amending the Rights
Agreement dated September 24, 1997 between the Company and BankBoston, N.A. (the
"Rights Agent").
The Rights Agreement Amendment provides, among other things, that
EquiServe Trust Company, N.A. be appointed as the Rights Agent in place of
BankBoston, N.A.
The Rights Agreement Amendment also provides for the removal of the
term "Continuing Directors" in its entirety from the Rights Agreement and
removal of all references to Continuing Director decision making, such decision
making now being vested in the Board of Directors.
The foregoing summary of certain terms of the Rights Agreement
Amendment does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement Amendment attached hereto as Exhibit 4 and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
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Exhibit No. Description
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4 Amendment No. 1 to Rights Agreement dated June 13,
2002, amending the Rights Agreement dated
September 24, 1997 between Cotelligent, Inc.
and BankBoston, N.A. as Rights Agent
Signature
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 thereunto duly authorized.
COTELLIGENT, INC.
By: /s/ Curtis J. Parker
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Curtis J. Parker
Executive Vice President, Chief Financial
Officer, Treasurer & Assistant Secretary
Dated: June 13, 2002
EXHIBIT INDEX
Exhibit No. Description
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4 Amendment No. 1 to Rights Agreement dated June 13,
2002, amending the Rights Agreement dated September 24,
1997 between Cotelligent, Inc. and BankBoston, N.A.
as Rights Agent