-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AlZhy0+r0c/JOfIGcg90nehnvDHE+xUeS6RppCzrCGVDF7r/tLvrGkHsBbztdFZX Rt3mb/2hpVKC+y96aq9A+w== 0000927016-97-000215.txt : 19970211 0000927016-97-000215.hdr.sgml : 19970211 ACCESSION NUMBER: 0000927016-97-000215 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961126 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970207 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGISTRY INC CENTRAL INDEX KEY: 0001012123 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 042920563 STATE OF INCORPORATION: MA FISCAL YEAR END: 0628 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28192 FILM NUMBER: 97521102 BUSINESS ADDRESS: STREET 1: 189 WELLS AVE CITY: NEWTON STATE: MA ZIP: 02159 BUSINESS PHONE: 6175276886 MAIL ADDRESS: STREET 1: 189 WELLS AVE CITY: NEWTON STATE: MA ZIP: 02159 8-K/A 1 FORM 8-K/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 26, 1996 ----------------- THE REGISTRY, INC. ------------------------------------------------ (Exact name of registrant as specified in charter) MASSACHUSETTS 0-28192 04-2920563 ------------- ------- ---------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 189 Wells Avenue, Newton, MA 02159 02159 - ----------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 527-6886 -------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This is page 1 of 3 pages. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. On December 10, 1996, The Registry, Inc. (the "Registrant") filed a Current Report on Form 8-K with the Securities and Exchange Commission (the "Commission") which described the Registrant's acquisition by merger of each of Application Resources, Inc. and Shamrock Computer Resources, Ltd. The Report indicated that the financial statements required by Rule 3-05 of Regulation S-X and the pro forma financial information required by Article 11 of Regulation S-X will be filed by the Registrant in an amendment to its Report on Form 8-K. This Report on Form 8-K/A files such financial statements. Financial Statements of the Acquired Businesses (a) The required financial statements with respect to both of the acquired businesses referred to in Item 2 of the Report are set forth on pages F-26 through F-72 in Amendment No. 1 the Registrant's registration statement on Form S-1 (File No. 333-19991), as filed with the Commission on January 30, 1997 and are hereby incorporated by reference. (b) The Registrant's consolidated financial statements on pages F-2 through F-25 in Amendment No. 1 to the Registrant's registration statement on Form S-1 (File No. 333-19991) contain combined financial information of the Registrant and both of the acquired businesses and, accordingly, no separate pro forma presentation is required under Article 11 of Regulation S-X of the Securities Act of 1933, as amended. Such consolidated financial statements are hereby incorporated by reference. (c) Exhibits: 2.1 Agreement and Plan of Merger dated October 30, 1996 among The Registry, Inc., Application Resources, Inc. and ARI Acquisition Corp.* 2.2 Agreement and Plan of Merger dated November 26, 1996 among The Registry, Inc., Shamrock Computer Resources, Ltd. and SCR Acquisition Corp.* 2.3 Agreement to furnish copies of omitted annexes, schedules and exhibits to the ARI Merger Agreement and the SCR Merger Agreement.* 23.1 Consent of Price Waterhouse LLP, independent accountants. 23.2 Consent of Ernst & Young LLP, independent accountants. - --------------------------- *Previously filed. -2- 23.3 Consent of Graves, McKenna, Lundeen & Almquist, P.L.L.P., independent accountants. -3- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to its Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. THE REGISTRY, INC. By: /s/ Robert E. Foley -------------------------------------------------- Name: Robert E. Foley Title: Chief Financial Officer Date: February 7, 1997 -4- EX-23.1 2 CONSENT OF PRICE WATERHOUSE LLP Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this current Report on Form 8-K/A of The Registry, Inc. of our report dated July 26, 1996, except as to Note 4 which is as of November 27, 1996, relating to the consolidated financial statements of The Registry, Inc. appearing on page F-2 of The Registry, Inc.'s Amendment No. 1 to the Registration Statement on Form S-1 (No. 333-19991) dated January 30, 1997 (the "Registration Statement"). We also consent to the incorporation by reference in this Report on Form 8-K/A of our report dated January 6, 1997 relating to the financial statements of Application Resources, Inc. appearing on page F-26 of the Registration Statement. We also consent to the incorporation by reference in this Report on Form 8-K/A of our report dated January 24, 1997 relating to the financial statements of the Consulting Services Division of The Application Group, Inc. appearing on page F-49 of the Registration Statement. We also consent to the incorporation by reference in this Report on Form 8-K/A of our report dated December 20, 1996 relating to the financial statements of Shamrock Computer Resources, Ltd. appearing on page F-55 of the Registration Statement. Price Waterhouse LLP Boston, Massachusetts January 29, 1997 EX-23.2 3 CONSENT OF ERNST & YOUNG LLP Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Report on Form 8- K/A of our report dated January 24, 1997 relating to the financial statements of Application Resources, Inc. appearing on page F-39 of The Registry, Inc.'s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-19991). Ernst & Young LLP San Francisco, California February 6, 1997 EX-23.3 4 CONSENT OF GRAVES, MCKENNA, LUNDEEN Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Report on Form 8- K/A of our report dated December 13, 1996 relating to the financial statements of Shamrock Computer Resources, Ltd. appearing on page F-64 of The Registry, Inc.'s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333- 19991). Graves, McKenna, Lundeen & Almquist, P.L.L.P. Minneapolis, Minnesota February 5, 1997 -----END PRIVACY-ENHANCED MESSAGE-----