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, 2002. 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.) 100 Theory, Suite 200 Irvine, California 92612 (Address of principal executive offices) (Zip Code) (949) 823-1600 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock ($.01 par value) 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. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). YES [ ] NO [X] The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $4,866,299 based on the closing price of $0.33 of the registrant's Common Stock as reported on the OTC Bulletin Board on March 27, 2003. The number of shares of the registrant Common Stock outstanding as of March 27, 2003 was 14,746,354. DOCUMENTS INCORPORATED BY REFERENCE None. PART III Item 12 of the Form 10-K/A filed by the Company on April 30, 2003 is hereby amended and restated as follows: Item 12 - Security Ownership of Certain Beneficial Owners and Management. The following table sets forth as of May 13, 2003 information regarding the beneficial ownership of the Common Stock of the Company by (i) each person known to beneficially own more than 5% of the outstanding shares of Common Stock, (ii) each of the Company's directors, (iii) each named executive officer and each officer named in the Summary Compensation Table and (iv) all executive officers and directors as a group. As of May 13, 2003, there were 15,068,855 shares of Common Stock outstanding. All persons listed have an address c/o the Company's principal executive offices and have sole voting and investment power with respect to their shares unless otherwise indicated. Shares Beneficially Owned ------------------------------ Name Number Percent ---- ------------ ------------- James R. Lavelle (1) 1,305,308 8.4% Daniel E. Jackson (2) 1,099,473 7.2% Anthony M. Frank (3) 182,156 1.2% Curtis J. Parker (4) 142,242 * Debra J. Richardson (5) 10,000 * Skiritai Capital LLC (6) 807,000 5.4% All executive officers and directors as a group (5 persons) (7) 2,739,179 17.1% ----------------------- * Less than 1% (1) Includes 400,000 shares issuable upon exercise of options exercisable within 60 days of May 13, 2003. (2) Includes 250,000 shares issuable upon exercise of options exercisable within 60 days of May 13, 2003. (3) Includes 110,000 shares issuable upon exercise of options exercisable within 60 days of May 13, 2003. (4) Includes 136,250 shares issuable upon exercise of options exercisable within 60 days of May 13, 2003. (5) Includes 10,000 shares issuable upon exercise of options exercisable within 60 days of May 13, 2003. (6) The address of the stockholder is 655 Montgomery Street, Suite 1438, San Francisco, California, 94111. Data obtained from the stockholder's Schedule 13D filed with the Securities and Exchange Commission on June 24, 2002. (7) Includes 906,250 shares issuable upon exercise of options exercisable within 60 days of May 13, 2003. 2 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 Irvine, State of California on the 13th day of May, 2003. COTELLIGENT, INC. By: /s/ James R. Lavelle ----------------------------- James R. Lavelle Chief Executive Officer 3 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, James R. Lavelle, certify that: 1. I have reviewed this annual report on Form 10-K/A of Cotelligent, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in the annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 4. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether of not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 5. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 13, 2003 /s/ James R. Lavelle --------------------------------------- James R. Lavelle Chairman of the Board and Chief Executive Officer 4 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Curtis J. Parker, certify that: 1. I have reviewed this annual report on Form 10-K/A of Cotelligent, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in the annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 4. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether of not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 5. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 13, 2003 /s/ Curtis J. Parker -------------------------------------------- Curtis J. Parker Executive Vice President and Chief Financial Officer 5