<HTML>
<HEAD>
<TITLE> Form S-8
</TITLE>
</HEAD>
<BODY>
<P>As filed with the Securities and Exchange Commission on August 3, 2001
<P ALIGN=RIGHT>Reg. No. 333-____________</P>

<P ALIGN=CENTER><B>UNITED STATES SECURITIES<BR> AND EXCHANGE COMMISSION</B><BR>
Washington, D.C. 20549</p>

<hr width=30%>

<P ALIGN=CENTER><B>FORM S-8
<BR>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</b></p>
<hr width=30%>

<p align=center><b>COMPUTER TASK GROUP, INCORPORATED<BR></B>
(Exact name of registrant as specified in its charter)</P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP><TD ALIGN=CENTER><U>New York</U><BR>(State or other jurisdiction of incorporation)</TD>
<TD ALIGN=CENTER><U>16-0912632</U><BR>(IRS Employer Identification No.)</TD></TR>
</TABLE>
<BR><BR>

<P ALIGN=CENTER>800 Delaware Avenue, Buffalo, NY 14209
<BR>(Address of principal executive offices)</P>

<P ALIGN=CENTER>Computer Task Group, Incorporated First Employee Stock Purchase Plan<BR>
(Full Title of the Plan)</P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP><TD ALIGN=LEFT>Peter P. Radetich, Esq.<BR>Computer Task Group, Incorporated<BR>800 Delaware Avenue<BR>
Buffalo, New York 14209<BR>(716) 882-8000<BR>(Name, address and telephone<BR>number of agent for service)</TD>
<TD ALIGN=LEFT>Copy to:<BR>Ward B. Hinkle, Esq.<BR>Hodgson Russ LLP<BR>One M&amp;T Plaza, Suite 2000
<BR>Buffalo, New York 14203<BR>(716) 856-4000</TD></TR>
</TABLE>

<P ALIGN=CENTER><B>CALCULATION
OF REGISTRATION FEE</B></P>

<PRE>
                                          Proposed
                                          Maximum       Proposed
                                          Offering      Maximum
Title of Securities    Amount to be       Price         Aggregate           Amount of
to be  Registered(1)   Registered (2)     Per Share     Offering price(3)   Registration Fee
--------------------   --------------     ---------     -----------------   ----------------
Common Stock,
par value $.01         500,000            $3.02         $1,510,000          $377.50

</PRE>

<P>(1)&nbsp;&nbsp;&nbsp;&nbsp;In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan described herein. (2) The amount being registered for
the first time is the aggregate of additional shaes that are issuable as a
result of the 2001 amendment to the First Employee Stock Purchase Plan. </P>

<P>(2)&nbsp;&nbsp;&nbsp;&nbsp;Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c)
and based upon the average of the high and low prices for the shares on the New
York Stock Exchange composite reporting system on July 30, 2001.</P>

<PAGE>

<P ALIGN=CENTER><B>Part I</B></P>

<P ALIGN=CENTER><B>INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS</B></P>

<P ALIGN=LEFT><B>ITEM 1.&nbsp;&nbsp;Plan Information</B></P>

<P>Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8. </P>

<P ALIGN=LEFT><B>ITEM 2.&nbsp;&nbsp;Registrant Information and Employee Plan Annual Information.</B></P>

<P>Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8. </P>

<P ALIGN=CENTER><B>Part II</B></P>

<P ALIGN=CENTER><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></P>

<P ALIGN=LEFT><B>ITEM 3. Incorporation of Documents by Reference</B></P>

<P>The following documents filed with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:</P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>a.</TD>
<TD WIDTH=85%>
The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
2000 as filed pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act");
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>b.</TD>
<TD WIDTH=85%>
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Annual Report referred to in (a) above; and
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>c.</TD>
<TD WIDTH=85%>
The description of the Registrant&#146;s Common Stock contained in the
Registrant&#146;s registration statement filed with the Commission under Section
12 of the Exchange Act, including any amendment or report filed for the purpose
of updating such description.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>d.</TD>
<TD WIDTH=85%>
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference herein and to be a part hereof from the respective
dates of the filing of such documents.
</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=LEFT><B>ITEM 4.&nbsp;&nbsp;Description of Securities</B><BR><BR>Not Applicable.</P>

<P ALIGN=LEFT><B>ITEM 5.&nbsp;&nbsp;Interests of Named Experts and Counsel</B></p>
<p>Not Applicable.</P>

<P ALIGN=LEFT><B>ITEM 6.&nbsp;&nbsp;Indemnification of Directors and Officers</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 722(a) of the New York Business Corporation Law (the &#147;BCL&#148;) generally
provides that a corporation shall have the power to indemnify any person made,
or threatened to be made, a party to an action or proceeding (other than one by
or in the right of the corporation to procure a judgment in its favor), whether
civil or criminal, including an action by or in the right of any other
corporation of any type or kind, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that he or she was a director or officer of the corporation, or
served such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys&#146;
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein, if such director or officer acted in good faith for a
purpose which he or she reasonably believed to be in or, in the case of service
for any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interests of the corporation
and, in criminal actions or proceedings, in addition, had no reasonable cause to
believe that his or her conduct was unlawful. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
addition, Section 722(c) of the BCL provides that a corporation may indemnify
any person made, or threatened to be made, a party to an action by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director or officer of the corporation, or is or
was serving at the request of the corporation as a director or officer of any
other corporation of any type or kind, any partnership, joint venture, trust,
employee benefit plan or other enterprise, against amounts paid in settlement
and reasonable expenses, including attorneys&#146; fees, actually and
necessarily incurred by him or her in connection with the defense or settlement
of such action, or in connection with an appeal therein, if such director or
officer acted, in good faith, for a purpose which he or she reasonably believed
to be in or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation, except that no
indemnification under this paragraph shall be made in respect of (1) a
threatened action or a pending action which is settled or otherwise disposed of,
or (2) any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought, or if no action was brought, any court of
competent jurisdiction determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article
V of the Registrant&#146;s By-laws requires the Registrant to indemnify its
officers and directors to the fullest extent in accordance with and permitted by
law for the defense of civil and criminal proceedings against them by reason of
their service as officers or directors. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
723 of the BCL provides that a person who has been successful, on the merits or
otherwise, in the defense of a civil or criminal action or proceeding of the
character described in BCL section 722 shall be entitled to indemnification as authorized in such section. Except where a person
has been successful in such matters, any indemnification under BCL Section 722
or otherwise permitted by law, unless ordered by a court, shall be made by a
corporation only if authorized in the specific case by the Board of Directors or
shareholders pursuant to BCL Section 723. In no event may indemnification be
made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The BCL also empowers the Registrant to purchase and maintain certain types of
directors and officers liability insurance. The Registrant has purchased such
insurance (effective through April 1, 2002) which, in general, provides for
indemnification of officers and directors for any damages, costs or expenses up
to $20,000,000, less a $250,000 deductible for the Registrant and a $5,000
deductible per director ($50,000 maximum), which they are legally required to
pay, resulting from any error, misstatement, misleading statement, act,
omission, neglect or breach of duty committed, attempted or allegedly committed
or attempted by such officers or directors (subject to certain exceptions)
solely by reason of their status as such. Such insurance does not cover fines or
penalties imposed by law or losses which are not reimbursable by law. If
available on terms and conditions deemed reasonable, the Registrant intends to
purchase similar insurance in the future. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 402(b) of the BCL generally provides that a corporation&#146;s certificate of
incorporation may set forth a provision eliminating or limiting the personal
liability of directors to the corporation or its shareholders for damages for
any breach of duty in such capacity, provided that no such provision shall
eliminate or limit the liability of any director if a judgment or other final
adjudication adverse to him or her establishes that his or her acts or omissions
were in bad faith or involved intentional misconduct or a knowing violation of
law or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled or that his or her acts
violated Section 719 of the BCL (generally prohibiting unlawful dividends or
distributions, share repurchases, distributions after dissolution, or loans).
The Registrant&#146;s Certificate of Incorporation provides that no director of
the Registrant shall be personally liable to the Registrant or its shareholders
for damages or any breach of duty in such capacity occurring after May 25, 1988,
except as otherwise provided by law. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The foregoing is only a summary of the described sections of the New York Business
Corporation Law and is qualified in its entirety by reference to such sections.

<P ALIGN=LEFT><B>ITEM 7.&nbsp;&nbsp;Exemption from Registration Claimed</B></p>

<p>Not applicable.</P>

<P ALIGN=LEFT><B>ITEM 8.&nbsp;&nbsp;Exhibits</B></P>

<P>The following exhibits are filed with this Form S-8:</P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>4.</TD>
<TD WIDTH=85%>
Computer Task Group, Incorporated First Employee Stock Purchase Plan
(Eighth  Amendment and Restatement)
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>23.</TD>
<TD WIDTH=85%>Consent of Deloitte &amp; Touche LLP
</TD>
</TR>
</TABLE>

<P ALIGN=LEFT><B>ITEM 9. Undertakings</B></P>

<p>(a)&nbsp;&nbsp;The undersigned Registrant hereby undertakes:</p>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form
S-3 or Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;
That, for the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant&#146;s annual report pursuant to Section 13(a) or Section15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;
The undersigned registrant hereby undertakes to deliver or cause to be delivered
with the prospectus, to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulations S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim financial
information.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue. </P>

<PAGE>

<P ALIGN=CENTER><B>SIGNATURES</B></P>

<P><U>The Registrant</U>.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Buffalo, State of New York, on August 1, 2001. </P>

<table width=100%>
<tr><td width=45%>&nbsp;</td><td>COMPUTER TASK GROUP, INCORPORATED</td></tr>
<tr valign=top><td>&nbsp;</td><td>By:/s/ Darrell L. Jennings&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
Darrell L. Jennings<BR>
Chairman, President and<BR>
Chief Executive Officer</td>
</tr>
</table>

<P>Pursuant to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated. </P>

<TABLE WIDTH=100%>
<TR><TD>Signature</TD><TD>Title</TD><TD>Date</TD></TR>
<TR><TD>(a)&nbsp;&nbsp;Principal Executive Officer</TD><TD></TD><TD></TD></TR>
<TR VALIGN=TOP><TD><u>/s/ Darrell L. Jennings</u><BR>Darrell L. Jennings</TD>
<TD>Chairman, President and<BR>Chief Executive Officer</TD>
<TD>August 1, 2001</TD></TR>

<TR><TD>(b)&nbsp;&nbsp;Principal Financial and Accounting Officer</TD><TD></TD><TD></TD></TR>
<TR VALIGN=TOP><TD><u>/s/ James R. Boldt</u><BR>James R. Boldt</TD>
<TD>Vice President and<BR>Chief Financial Officer</TD>
<TD>August 1, 2001</TD></TR>

<TR><TD>(c) Directors</TD><TD></TD><TD></TD></TR>
<TR VALIGN=TOP><TD><u>/s/ Darrell L. Jennings</u><BR>Darrell L. Jennings</TD>
<TD></TD><TD>August 1, 2001</TD></TR>

<TR VALIGN=TOP><TD><u>/s/ Randolph A. Marks</u><BR>Randolph A. Marks</TD>
<TD></TD><TD>August 1, 2001</TD></TR>

<TR VALIGN=TOP><TD><u>/s/ R. Keith Elliott</u><BR>R. Keith Elliott</TD>
<TD></TD><TD>August 1, 2001</TD></TR>

<TR VALIGN=TOP><TD><u>/s/ Richard L. Crandall</u><BR>Richard L. Crandall</TD>
<TD></TD><TD>August 1, 2001</TD></TR>

<TR VALIGN=TOP><TD><u>/s/ George B. Beitzel</u><BR>George B. Beitzel</TD>
<TD></TD><TD>August 1, 2001</TD></TR>
</TABLE>

<PAGE>

<P ALIGN=CENTER><B>EXHIBIT INDEX</B></P>

<TABLE WIDTH=100%>
<TR VALIGN=BOTTOM><TD><U>Exhibit No.</U></TD><TD><U>Description</U></TD><TD>Page or<BR>Reference</TD></TR>
<TR><TD>4</TD><TD>Copy of Computer Task Group, Incorporated First Employee Stock Purchase Plan
(Eighth Amendment and Restatement)</TD><TD>(1)</TD></TR>
<TR><TD>23</TD><TD>Consent of Deloitte &amp; Touche LLP</TD><TD>12</TD></TR>
</TABLE>

<TABLE WIDTH=100%>
<TR VALIGN=TOP><TD WIDTH=10%>(1)</TD>
<TD WIDTH=90%>Filed as Exhibit B to the Registrant's definitive proxy statement,
dated April 9, 2001, in connection with the Registrant's annual meeting of shareholders
held on May 9, 2001, and incorporated herein by reference.</TD></TR>
</TABLE>
</BODY>
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Form S-8
As filed with the Securities and Exchange Commission on August 3, 2001
Reg. No. 333-____________
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMPUTER TASK GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
16-0912632
(IRS Employer Identification No.)
800 Delaware Avenue, Buffalo, NY 14209
(Address of principal executive offices)
Computer Task Group, Incorporated First Employee Stock Purchase Plan
(Full Title of the Plan)
Peter P. Radetich, Esq.
Computer Task Group, Incorporated
800 Delaware Avenue
Buffalo, New York 14209
(716) 882-8000
(Name, address and telephone
number of agent for service)
Copy to:
Ward B. Hinkle, Esq.
Hodgson Russ LLP
One M&T Plaza, Suite 2000
Buffalo, New York 14203
(716) 856-4000
CALCULATION
OF REGISTRATION FEE
Proposed
                                          Maximum       Proposed
                                          Offering      Maximum
Title of Securities    Amount to be       Price         Aggregate           Amount of
to be  Registered(1)   Registered (2)     Per Share     Offering price(3)   Registration Fee
--------------------   --------------     ---------     -----------------   ----------------
Common Stock,
par value $.01         500,000            $3.02         $1,510,000          $377.50
(1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan described herein. (2) The amount being registered for
the first time is the aggregate of additional shaes that are issuable as a
result of the 2001 amendment to the First Employee Stock Purchase Plan.
(2)    Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c)
and based upon the average of the high and low prices for the shares on the New
York Stock Exchange composite reporting system on July 30, 2001.
Part I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1.  Plan Information
Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8.
ITEM 2.  Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:
a.
The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
2000 as filed pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act");
b.
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Annual Report referred to in (a) above; and
c.
The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed with the Commission under Section
12 of the Exchange Act, including any amendment or report filed for the purpose
of updating such description.
d.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference herein and to be a part hereof from the respective
dates of the filing of such documents.
ITEM 4.  Description of Securities
Not Applicable.
ITEM 5.  Interests of Named Experts and Counsel
Not Applicable.
ITEM 6.  Indemnification of Directors and Officers
Section 722(a) of the New York Business Corporation Law (the "BCL") generally
provides that a corporation shall have the power to indemnify any person made,
or threatened to be made, a party to an action or proceeding (other than one by
or in the right of the corporation to procure a judgment in its favor), whether
civil or criminal, including an action by or in the right of any other
corporation of any type or kind, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that he or she was a director or officer of the corporation, or
served such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys'
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein, if such director or officer acted in good faith for a
purpose which he or she reasonably believed to be in or, in the case of service
for any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interests of the corporation
and, in criminal actions or proceedings, in addition, had no reasonable cause to
believe that his or her conduct was unlawful.
In
addition, Section 722(c) of the BCL provides that a corporation may indemnify
any person made, or threatened to be made, a party to an action by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director or officer of the corporation, or is or
was serving at the request of the corporation as a director or officer of any
other corporation of any type or kind, any partnership, joint venture, trust,
employee benefit plan or other enterprise, against amounts paid in settlement
and reasonable expenses, including attorneys' fees, actually and
necessarily incurred by him or her in connection with the defense or settlement
of such action, or in connection with an appeal therein, if such director or
officer acted, in good faith, for a purpose which he or she reasonably believed
to be in or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation, except that no
indemnification under this paragraph shall be made in respect of (1) a
threatened action or a pending action which is settled or otherwise disposed of,
or (2) any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought, or if no action was brought, any court of
competent jurisdiction determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.
Article
V of the Registrant's By-laws requires the Registrant to indemnify its
officers and directors to the fullest extent in accordance with and permitted by
law for the defense of civil and criminal proceedings against them by reason of
their service as officers or directors.
Section
723 of the BCL provides that a person who has been successful, on the merits or
otherwise, in the defense of a civil or criminal action or proceeding of the
character described in BCL section 722 shall be entitled to indemnification as authorized in such section. Except where a person
has been successful in such matters, any indemnification under BCL Section 722
or otherwise permitted by law, unless ordered by a court, shall be made by a
corporation only if authorized in the specific case by the Board of Directors or
shareholders pursuant to BCL Section 723. In no event may indemnification be
made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled.
The BCL also empowers the Registrant to purchase and maintain certain types of
directors and officers liability insurance. The Registrant has purchased such
insurance (effective through April 1, 2002) which, in general, provides for
indemnification of officers and directors for any damages, costs or expenses up
to $20,000,000, less a $250,000 deductible for the Registrant and a $5,000
deductible per director ($50,000 maximum), which they are legally required to
pay, resulting from any error, misstatement, misleading statement, act,
omission, neglect or breach of duty committed, attempted or allegedly committed
or attempted by such officers or directors (subject to certain exceptions)
solely by reason of their status as such. Such insurance does not cover fines or
penalties imposed by law or losses which are not reimbursable by law. If
available on terms and conditions deemed reasonable, the Registrant intends to
purchase similar insurance in the future.
Section 402(b) of the BCL generally provides that a corporation's certificate of
incorporation may set forth a provision eliminating or limiting the personal
liability of directors to the corporation or its shareholders for damages for
any breach of duty in such capacity, provided that no such provision shall
eliminate or limit the liability of any director if a judgment or other final
adjudication adverse to him or her establishes that his or her acts or omissions
were in bad faith or involved intentional misconduct or a knowing violation of
law or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled or that his or her acts
violated Section 719 of the BCL (generally prohibiting unlawful dividends or
distributions, share repurchases, distributions after dissolution, or loans).
The Registrant's Certificate of Incorporation provides that no director of
the Registrant shall be personally liable to the Registrant or its shareholders
for damages or any breach of duty in such capacity occurring after May 25, 1988,
except as otherwise provided by law.
The foregoing is only a summary of the described sections of the New York Business
Corporation Law and is qualified in its entirety by reference to such sections.
ITEM 7.  Exemption from Registration Claimed
Not applicable.
ITEM 8.  Exhibits
The following exhibits are filed with this Form S-8:
4.
Computer Task Group, Incorporated First Employee Stock Purchase Plan
(Eighth  Amendment and Restatement)
23.
Consent of Deloitte & Touche LLP
ITEM 9. Undertakings
(a)  The undersigned Registrant hereby undertakes:
(1)  
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form
S-3 or Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2)  
That, for the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(3)  
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b)  
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c)  
The undersigned registrant hereby undertakes to deliver or cause to be delivered
with the prospectus, to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulations S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim financial
information.
(d)  
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
The Registrant
.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Buffalo, State of New York, on August 1, 2001.
COMPUTER TASK GROUP, INCORPORATED
By:/s/ Darrell L. Jennings
Darrell L. Jennings
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
(a)  Principal Executive Officer
/s/ Darrell L. Jennings
Darrell L. Jennings
Chairman, President and
Chief Executive Officer
August 1, 2001
(b)  Principal Financial and Accounting Officer
/s/ James R. Boldt
James R. Boldt
Vice President and
Chief Financial Officer
August 1, 2001
(c) Directors
/s/ Darrell L. Jennings
Darrell L. Jennings
August 1, 2001
/s/ Randolph A. Marks
Randolph A. Marks
August 1, 2001
/s/ R. Keith Elliott
R. Keith Elliott
August 1, 2001
/s/ Richard L. Crandall
Richard L. Crandall
August 1, 2001
/s/ George B. Beitzel
George B. Beitzel
August 1, 2001
EXHIBIT INDEX
Exhibit No.
Description
Page or
Reference
4
Copy of Computer Task Group, Incorporated First Employee Stock Purchase Plan
(Eighth Amendment and Restatement)
(1)
23
Consent of Deloitte & Touche LLP
12
(1)
Filed as Exhibit B to the Registrant's definitive proxy statement,
dated April 9, 2001, in connection with the Registrant's annual meeting of shareholders
held on May 9, 2001, and incorporated herein by reference.