SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

COMPUTER TASK GROUP, INCORPORATED

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

205477102

(CUSIP Number)

 

James M. Lindstrom

AGS SPV I, LLC

104 Field Point Road, 3rd Floor

Greenwich, Connecticut 06830

(203) 979-4607

 

Evan Wax

Wax Asset Management, LLC

44 Cherry Lane

Madison, Connecticut 06443

(203) 941-0111

 

With a copy to:

 

Stuart Welburn

Corby J. Baumann

Thompson Hine LLP

335 Madison Avenue, 12th Floor

New York, New York 10017

(212) 344-5680

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 19, 2020

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 20547710213DPage 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

AGS SPV I, LLC

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY  
4

SOURCE OF FUNDS

WC

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

624,907

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

624,907

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

624,907

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.1%

 
14

TYPE OF REPORTING PERSON

OO

 
         

 

CUSIP No. 20547710213DPage 3 of 7 Pages

 

1

NAME OF REPORTING PERSON

Assurance Global Services LLC

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY  
4

SOURCE OF FUNDS

N/A

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

624,907

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

624,907

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

624,907

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.1%

 
14

TYPE OF REPORTING PERSON

OO

 
         

 

CUSIP No. 20547710213DPage 4 of 7 Pages

 

1

NAME OF REPORTING PERSON

James M. Lindstrom

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY  
4

SOURCE OF FUNDS

N/A

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

624,907

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

624,907

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

624,907

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.1%

 
14

TYPE OF REPORTING PERSON

IN

 
         

 

CUSIP No. 20547710213DPage 5 of 7 Pages

 

1

NAME OF REPORTING PERSON

Wax Asset Management, LLC

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY  
4

SOURCE OF FUNDS

WC

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Connecticut

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

351,695

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

351,695

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

351,695

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.3%

 
14

TYPE OF REPORTING PERSON

OO

 
         

 

CUSIP No. 20547710213DPage 6 of 7 Pages

 

This Amendment No. 5 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 5”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on August 28, 2019 (as amended, the “Statement”) with respect to the common stock, $0.01 par value per share (the “Common Stock”), of Computer Task Group, Incorporated, a New York corporation (the “Issuer”). Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings set forth in the Statement. Except as amended and supplemented by this Amendment No. 5, the Statement remains unchanged.

 

Item 2. Identity and Background.

 

Item 2(b) of the Statement is hereby amended and restated in its entirety as follows:

 

(b) The principal business address of SPV, AGS and Mr. Lindstrom is 104 Field Point Road, 3rd Floor, Greenwich, Connecticut 06830. The principal business address of WAM is 44 Cherry Lane, Madison, Connecticut 06443.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Statement is hereby amended by adding the following before the last four paragraphs in Item 4:

 

On October 19, 2020, AGS and WAM sent a letter (the “October 2020 Letter”) to the Board of Directors of the Issuer discussing their concerns regarding the voting results at the Company’s 2020 Annual Meeting of Stockholders and proposed actions for the Board of Directors and Company to take in order to improve the Company’s governance, compensation and financial transparency practices. AGS and WAM additionally filed a press release announcing the October 2020 Letter. The foregoing descriptions of the October 2020 Letter and related press release are qualified in their entirety by reference to the full text of the press release, which includes the full text of the October 2020 Letter and which is attached hereto as Exhibit 99.6, and is incorporated herein by reference.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Statement is hereby amended and restated in its entirety as follows:

 

The response to Item 4 is incorporated herein by reference. Other than as disclosed in this Item 6, there are no other contracts, arrangements, understandings or relationships between the Reporting Persons and any person with respect to securities of the Issuer.

 

The Reporting Persons have an informal oral agreement to act as a group for purposes of Regulation 13D solely with respect to the Common Stock of the Issuer. Except as otherwise set forth in this Statement, the Reporting Persons expressly disclaim beneficial ownership of any of the shares of Common Stock, and the filing of this Statement shall not be construed as an admission that, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, any Reporting Person is a beneficial owner of any such shares. Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 5, which agreement is set forth on the signature page to this Statement.

 

Item 7. Material to Be Filed as Exhibits.

 

Item 7 of the Statement is hereby amended to add the following exhibit:

 

  99.6 Press Release, dated October 19, 2020 (including Letter from Assurance Global Services LLC and Wax Asset Management to the Board of Directors of Computer Task Group, Incorporated, dated as of October 19, 2020).

 

 

CUSIP No. 20547710213DPage 7 of 7 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Issuer.

 

Dated: October 19, 2020

 

AGS SPV I, LLC,  
by Assurance Global Services LLC, its managing member  
   
/s/ James M. Lindstrom  
James M. Lindstrom  
Managing Member  
   
ASSURANCE GLOBAL SERVICES LLC  
   
/s/ James M. Lindstrom  
James M. Lindstrom  
Managing Member  
   
/s/ James M. Lindstrom  
James M. Lindstrom  
   
WAX ASSET MANAGEMENT, LLC  
   
/s/ Evan Wax  
Evan Wax  
President  

 

 

 

Exhibit 99.6

 

FOR IMMEDIATE RELEASE

 

Wax Asset Management and AGS Issue Statement Regarding Computer Task Group’s Annual Meeting Results

 

Urges Immediate Governance and Disclosure Improvements

 

GREENWICH, Conn., October 19, 2020/PR Newswire – Wax Asset Management (“WAM”) and Assurance Global Services LLC (“AGS”), long-term owners who seek to ensure that the companies in which they invest act with integrity and accountability, and significant shareholders in Computer Task Group, Inc. (NASDAQ: CTG), sent the following letter to CTG’s Board urging its members to improve its governance, compensation and financial disclosure practices.

 

*****

 

October 19, 2020

 

Board of Directors (the “Board”)
Computer Task Group Inc.

(“CTG” or the “Company”)

800 Delaware Avenue

Buffalo, NY 14209
Attn: Daniel Sullivan, Chairman

 

Dear Members of the Board of Directors:

 

We write to you again as shareholders of 6.4% of CTG’s common stock. Since privately and publicly engaging with the Board of CTG over the last year, we have tried to persuade the Board to improve the Company’s governance, operational and capital allocation capabilities in order to generate superior shareholder value.

Shortly after the recent annual shareholder meeting of CTG, the Company publicly boasted of the Board’s proposals being approved by shareholders by a “significant margin.” However, there is clear shareholder discontent. Less than 48% of the shares entitled to vote were in favor of the 2020 Equity Award Plan. Shareholder votes “For” independent director nominations have tumbled by more than 50% from 15 million to 7 million shares since 2014. The Company’s lack of recognition of the shareholder discontent beyond the Company’s public statements demonstrates an obvious sense of immunity within the boardroom.

This lack of accountability by the Board is shocking after the number of failed promises to shareholders by the Chairman since 2014 and the greater than 50% decline in CTG’s share price since 2014, while peers, such as Mastech Digital (NYSE: MHH), have transformed and gained more than 300% since 2014.

 

The Board has an opportunity to regain credibility with its shareholders through the following actions:

 

Reduce director compensation to appropriate peer levels and in cash because it represents a significant conflict for Board members to be granted 1% of a Company’s shares per annum at levels the Board has deemed significantly undervalued;

 

A personal commitment by directors and insiders to purchase shares in the open market if they genuinely believe in the Company’s transformation and undervalued level of its shares;

 

Reconstitution of the Board to include proven value creators in digital transformation, financial and capital allocation; and

 

Disclose quarterly segment and geographic profitability, acquisition results and the value of the European government-sponsored reimbursement programs as previously requested by multiple analysts.

 

The Board needs to take these actions to fulfill their responsibility to the Company and its shareholders.

 

Sincerely, 

 

/s/ Evan Wax /s/ James Lindstrom
   
Evan Wax James Lindstrom
Wax Asset Management Assurance Global Services LLC

 

*****

 

About AGS and WAM

 

AGS is a value-oriented, operations-focused private and public investment firm.

 

WAM is an investment advisory firm that engages in the acquisition and disposition of investments.