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)
May 8, 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 (Commission (I.R.S. Employer
of incorporation File Number) Identification No.)
44 Montgomery Street, Suite 4050
San Francisco, California 94104
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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.
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1. On May 8, 2002, the Board of Directors of Cotelligent, Inc. (the "Company")
adopted the Amended and Restated By-laws attached hereto as Exhibit 3 (the
"Amended By-laws").
The Amended By-laws provide, among other things, that persons nominated by
the stockholders for election as directors of the Company and any other
proposals by the stockholders may only be presented at an annual or special
meeting of the stockholders of the Company if advance written notice of such
matter is delivered to the Secretary of the Company. For an annual meeting,
such notice must be delivered not less than 90 days nor more than 120 prior to
the first anniversary of the date of the prior year's annual meeting. For the
upcoming 2002 Annual Meeting, the Amended By-laws provide that advance written
notice of any stockholder nominees and any other stockholder proposals must be
delivered to the Secretary of the Company by the later of (i) the ninetieth
(90th) day prior to the 2002 Annual Meeting or (ii) the tenth (10th) day
following the date on which the Company first publicly announces or discloses
the adoption of the provisions contained in the Amended By-laws. This Current
Report on Form 8-K, which is being filed with the Securities and Exchange
Commission on May 9, 2002, constitutes such public disclosure. The Board of
Directors has designated that the 2002 Annual Meeting will take place at the
Grand Hyatt Hotel in San Francisco, California on the 11th day of June, 2002 at
9:00 a.m. Pacific Daylight Saving Time. Pursuant to the advance notice
provisions contained in the Amended By-laws and described above, written notice
of stockholder nominees or any other stockholder proposals to be presented at
the 2002 Annual Meeting must be delivered to the Secretary of the Company at 44
Montgomery Street, Suite 4050, San Francisco, California no later than May 20,
2002.
The Amended By-laws also provide that stockholders seeking to act by
written consent must provide advance notice to the Company to request that the
Board of Directors of the Company fix a record date for purposes of determining
the stockholders entitled to consent to the taking of any such action.
The foregoing summary of certain terms of the Amended By-laws does not
purport to be complete and is qualified in its entirety by reference to the
Amended By-laws attached hereto as Exhibit 3 and incorporated herein by
reference.
2. On May 8, 2002, Edward E. Faber and Daniel E. Jackson resigned as members
of the Company's Board of Directors and the size of the Company's Board was
fixed at three directors. Debra J. Richardson was appointed as a Class I
director and Dr. Richardson has been nominated for election to the Board of
Directors to serve for a term expiring at the Annual Meeting in 2005 and until
her successor has been duly elected and qualified.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
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Exhibit No. Description
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3 Amended and Restated By-laws adopted May 8, 2002
Signature
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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: May 9, 2002
EXHIBIT INDEX
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Exhibit No. Description
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3 Amended and Restated By-laws adopted May 8,
2002