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. 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 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 3