SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Amendment No. 2)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended December 31, 2001.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from to
Commission file number 0-27412
COTELLIGENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3173918
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
44 Montgomery Street, Suite 4050
San Francisco, California 94104
(Address of principal executive offices) (Zip Code)
(415) 439-6400
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value
(Title of class)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $6,407,383 based on the closing price of $0.43 of
the registrant's Common Stock as reported on the OTC Bulletin Board on March 28,
2002.
The number of shares of the registrant Common Stock outstanding as of March 28,
2002 was 14,900,891.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART III
Item 11 of the Form 10-K filed by the Company on April 30, 2002 is hereby
amended as follows:
Item 11 - Executive Compensation.
Stock Option Grants Table
The following table sets forth, as to the executive officers named in the
Summary Compensation Table, information related to the grant of stock options
pursuant to the Company's 1998 Long-Term Incentive Plan during the fiscal year
ended December 31, 2001.
OPTIONS GRANTED IN THE FISCAL YEAR ENDED DECEMBER 31, 2001
Individual Grants
------------------------------------------------------------------------------------------------
Number of Percentage of Total Exercise or Base Potential Realizable Value
Securities Options Granted to Price Per Share At Assumed Annual Rates of
Underlying Employees in the fiscal ($/Share)(1) Stock Price Appreciation For
Name Options Granted year ended December 31, 2001 Option Term ($) (2)
-----------------------------------------------------------------------------------------------------------------------
5% 10%
----------------------
James R. Lavelle 400,000(3) 7.8% $0.25 62,889 159,374
Daniel E. Jackson 250,000(4) 4.9% $0.25 39,306 99,609
Curtis J. Parker 47,500(5) 0.9% $0.25 7,468 18,926
Curtis J. Parker 10,000 0.2% $0.88 5,534 14,025
Curtis J. Parker 17,500 0.3% $0.81 8,915 22,591
Curtis J. Parker 200,000 3.9% $0.17 21,382 54,187
(1) The exercise price per share for all options granted is equal to the market
price of the underlying Common Stock as of the date of grant.
(2) The potential realizable value has been determined using market price on
the date the options were granted, compounded annually over ten years, net
of exercise price. These values have been determined based upon assumed
rates of appreciation and are not intended to forecast the future value or
trading prices of the Company's Common Stock. There can be no assurance
that the amounts reflected in this table will be achieved.
(3) Represents options issued under the Company's stock option exchange program
initiated in March 2001 to replace a corresponding number of options
cancelled under such program with exercise prices ranging from $12.75 to
$19.00 per share.
(4) Represents options issued under the Company's stock option exchange program
initiated in March 2001 to replace a corresponding number of options
cancelled under such program with exercise prices ranging from $12.75 to
$19.00 per share.
(5) Represents options issued under the Company's stock option exchange program
initiated in March 2001 to replace a corresponding number of options
cancelled under such program with exercise prices ranging from $9.00 to
$20.75 per share.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of San
Francisco, State of California on the 7th day of May, 2002.
COTELLIGENT, INC.
By: /s/ James R. Lavelle
-----------------------------
James R. Lavelle
Chief Executive Officer
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