-----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, WVZ2aRsImpi9rLxzw8a+y5Bcszi3onStslnIW2dWMr11Jc8CxSZpUF278vTbqqFb M123VrfuqH2iykmr5SUSUw== 0000927016-98-002370.txt : 19980615 0000927016-98-002370.hdr.sgml : 19980615 ACCESSION NUMBER: 0000927016-98-002370 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980612 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEANE INC CENTRAL INDEX KEY: 0000054883 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 042437166 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-56733 FILM NUMBER: 98647374 BUSINESS ADDRESS: STREET 1: TEN CITY SQ CITY: BOSTON STATE: MA ZIP: 02129 BUSINESS PHONE: 6172419200 MAIL ADDRESS: STREET 1: TEN CITY SQ CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: KEANE ASSOCIATES INC DATE OF NAME CHANGE: 19800826 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on June 12, 1998 Registration Statement No. ________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-3 ---------------------- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- KEANE, INC. (Exact Name of Registrant as Specified in its Charter) ---------------------- MASSACHUSETTS 04-2437166 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) TEN CITY SQUARE BOSTON, MASSACHUSETTS 02129 (617) 241-9200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------------- JOHN F. KEANE KEANE, INC. TEN CITY SQUARE BOSTON, MASSACHUSETTS 02129 (617) 241-9200 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPY TO: HAL J. LEIBOWITZ, ESQ. C/O HALE AND DORR LLP 60 STATE STREET BOSTON, MASSACHUSETTS 02109 (617) 526-6000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] ________. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] __________. If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ----------------------
CALCULATION OF REGISTRATION FEE ================================================================================================================== Proposed Proposed Title of Each Class of Amount Maximum Maximum Securities to be Registered to be Offering Price Aggregate Amount of Registered Per Share(1) Offering Price(1) Registration Fee - ------------------------------------------------------------------------------------------------------------------ Common Stock, $.10 par value per share............................ 2,336,196 shares $43.91 $102,582,367 $30,262 ==================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act and based upon the average of the high and low prices on the American Stock Exchange on June 5, 1998. THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), SHALL DETERMINE. ================================================================================ SUBJECT TO COMPLETION, DATED JUNE 12, 1998 PROSPECTUS INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. 2,336,196 Shares KEANE, INC. Common Stock --------------------- The 2,336,196 shares of common stock, $.10 par value (the "Common Stock"), of Keane, Inc. ("Keane" or the "Company") covered by this Prospectus may be offered and sold, from time to time, by or on behalf of certain shareholders of the Company identified under the caption "THE SELLING SHAREHOLDERS" (the "Selling Shareholders"). All of the 2,336,196 shares of Common Stock covered by this Prospectus (the "Shares"), were issued to the Selling Shareholders on June 1, 1998 in connection with the acquisition (the "Bricker Acquisition") by the Company of Bricker & Associates, Inc. ("Bricker") in accordance with the provisions of an Agreement and Plan of Merger, dated as of April 20, 1998, by and among the Company, Beta Acquisition, Corp., a subsidiary of the Company, the shareholders and optionholders of Bricker, and Bricker (as amended, the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, the Company has agreed to register the Shares under the Securities Act of 1933, as amended, and to use its best efforts to cause the Registration Statement of which this Prospectus constitutes a part to be declared and remain effective until the earlier of (i) such time as all of the Shares have been sold by the Selling Shareholders, or (ii) June 1, 1999. The Selling Shareholders have advised the Company that they propose to sell, from time to time, all or part of the Shares covered by this Prospectus on the American Stock Exchange (or through the facilities of any national securities exchange or U.S. inter-dealer quotation system of a registered national securities association, on which the Shares are then listed, admitted to unlisted trading privileges or included for quotation), in privately negotiated transactions, or in a combination of such methods of sale. Such methods of sale may be conducted at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Shareholders may effect such transactions directly, or indirectly through underwriters, broker-dealers or agents acting on their behalf, and in connection with such sales, such broker-dealers or agents may receive compensation in the form of commissions, concessions, allowances or discounts from the Selling Shareholders and/or the purchasers of the Shares for whom they may act as agent or to whom they sell Shares as principal or both (which commissions, concessions, allowances or discounts might be in excess of customary amounts thereof). To the extent required, the names of any agents, broker-dealers or underwriters and applicable commissions, concessions, allowances or discounts and any other required information with respect to any particular offer of the Shares by the Selling Shareholders, will be set forth in a Prospectus Supplement. See "SELLING SHAREHOLDERS" and "PLAN OF DISTRIBUTION." Certain restrictions on the ability of the Selling Shareholders to sell Shares owned by them are described below and under "SELLING SHAREHOLDERS." All of the Selling Shareholders have agreed with the Company not to sell, exchange, transfer, distribute, pledge or otherwise dispose of, or enter into any transaction to reduce his or her interest in or risk relating to (whether by short sale or otherwise) or any transaction which would result in a direct or indirect disposition of the Shares until such time as the Company has published (within the meaning of Accounting Series Release Nos. 130 and 135 published by the Securities and Exchange Commission (the "Commission")) financial results covering at least 30 days of combined operations of Bricker and Keane. The Company will not receive any of the proceeds from the sale of Shares covered by this Prospectus. The Company will bear all expenses incurred in effecting the registration of such Shares, including all registration and filing fees, "blue sky" fees, printing expenses and all accounting and legal fees of counsel to the Company, and the Selling Shareholders shall bear all brokerage or underwriting expenses or commissions, if any, applicable to the sale of the Shares. The Company and the Selling Shareholders have agreed to certain indemnification arrangements with respect to the Offering. See "PLAN OF DISTRIBUTION." The Company's Common Stock is traded on the American Stock Exchange under the symbol "KEA." On June 10, 1998, the closing sale price of the Common Stock on the American Stock Exchange was $48.00 per share. --------------------- THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 6. --------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------- The date of this Prospectus is __________, 1998. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information filed by the Company with the Commission pursuant to the informational requirements of the Exchange Act may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the Commission's regional offices located at Seven World Trade Center, Suite 1300, New York, New York 10048, and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials also may be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the Company is required to file electronic versions of these documents through the Commission's Electronic Data Gathering, Analysis and Retrieval system (EDGAR). The Commission maintains a World Wide Web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The Common Stock of the Company is traded on the American Stock Exchange. Reports and other information concerning the Company may be inspected at the offices of the American Stock Exchange, 86 Trinity Place, New York, New York 10006. The Company has filed with the Commission a Registration Statement on Form S-3 (together with all amendments, supplements, exhibits and schedules thereto, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Common Stock offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement, as certain items are omitted in accordance with the rules and regulations of the Commission. For further information pertaining to the Company and the Shares, reference is made to the Registration Statement. Statements contained in this Prospectus regarding the contents of any agreement or other document are not necessarily complete, and in each instance reference is made to the copy of such agreement or document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. The Registration Statement, including all exhibits and schedules thereto, may be inspected without charge at the office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part thereof may be obtained from the Commission at prescribed rates. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission are incorporated herein by reference: (i) The Company's Annual Report on Form 10-K for the year ended December 31, 1997, as amended by a Form 10-K/A filed May 18, 1998; (ii) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998; (iii) The Company's Current Reports on Form 8-K filed April 21, 1998, April 29, 1998, May 4, 1998, May 12, 1998 and June 3, 1998; and (iv) The Company's Registration Statement on Form 8-A registering the Common Stock under Section 12(b) of the Exchange Act, which was declared effective on September 13, 1989. -3- All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the termination of the offering of the Common Stock registered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the foregoing documents incorporated by reference into this Prospectus (without exhibits to such documents other than exhibits specifically incorporated by reference into such documents). All such requests shall be directed to: Keane, Inc., Ten City Square, Boston, Massachusetts 02109, Attention: Investor Relations Department, Telephone: (617) 241-9200. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION Certain statements in this Prospectus and in the documents incorporated herein constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. For this purpose, any statements contained herein or incorporated herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "expects," "anticipates," "intends," "estimates," "should," "will likely" and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of the Company to differ materially from those indicated by such forward-looking statements. These factors include those set forth in "Risk Factors" herein. -4- THE COMPANY Keane provides software consulting, development, integration, management and technical support services for corporations, government agencies and healthcare facilities. Keane's services and methodologies enable clients to leverage their existing information systems capability and more rapidly and cost-effectively develop and manage mission-critical software applications. The Company serves its clients through two operating divisions: the Information Services Division ("ISD") and the Healthcare Services Division ("HSD"). ISD accounted for approximately 95% of the Company's revenues in 1997. The Company provides services primarily to Fortune 1,000 companies, including AT&T Corporation, Eastman Kodak Company, General Electric Company, International Business Machines Corporation, McDonald's Corporation and Proctor & Gamble Company. Keane is a Massachusetts corporation. The Company's principal executive offices are located at Ten City Square, Boston, Massachusetts, 02129 and its telephone number is (617) 241-9200. As used herein, the terms "Keane" and the "Company" include Keane, Inc. and its subsidiaries. -5- RISK FACTORS The Shares of Common Stock offered hereby include a high degree of risk. The following risk factors should be considered carefully in addition to the other information included or incorporated by reference in this Prospectus before purchasing the Shares offered hereby. Except for the historical information contained herein, the discussion in this Prospectus contains certain forward-looking statements that involve risks and uncertainties. When used in this Prospectus, the words "believes," "expects," "anticipates," "intends," "estimates," "should," "will likely" and similar expressions are intended to identify such forward-looking statements. The cautionary statements made in this Prospectus should be read as being applicable to all related forward- looking statements wherever they appear in this Prospectus. The Company's actual results could differ materially from those discussed here. Important factors that could cause or contribute to such differences include those discussed below, as well as those discussed elsewhere herein. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Fluctuations in Operating Results. The Company has experienced and expects --------------------------------- to continue to experience fluctuations in its quarterly results. Gross margins vary based on a variety of factors including employee utilization rates and the number and type of services performed by the Company during a particular period. A variety of factors influence the level of the Company's revenues in a particular quarter, including general economic conditions which may influence its clients and potential clients to invest in their information systems or to downsize their businesses, the number and requirements of client engagements, employee utilization rates, changes in the rates the Company is able to charge clients for its services, acquisitions by the Company and other factors, many of which are beyond the Company's control. Since a significant portion of the expenses of the Company do not vary relative to the Company's level of revenues, if revenues in a particular quarter do not meet expectations, operating results will be adversely affected, which may have an adverse impact on the market price of the Company's Common Stock. In addition, many of the Company's engagements are terminable without client penalty. An unanticipated termination of a major project could result in an increase in underutilized employees and a decrease in revenue and profits. Risks Relating to Acquisitions. In the past five years, the Company has ------------------------------ grown significantly through acquisitions, and the Company's future growth may be based in part on selected acquisitions. The Company's ability to expand successfully by acquisitions depends on many factors, including the successful identification and acquisition of businesses and management's ability to integrate and operate the new businesses effectively. The Company competes for acquisition candidates with other entities, some of whom have greater financial resources than the Company. Increased competition for acquisition candidates may result in fewer acquisition opportunities being made available to the Company as well as less advantageous acquisition terms, including increased purchase prices. The anticipated benefits from any acquisition may not be achieved unless the operations of the acquired business are successfully combined with those of the Company in a timely manner. The integration of the Company's acquisitions requires substantial attention from management. The diversion of the attention of management, and any difficulties encountered in the transition process, could have an adverse impact on the Company's revenues and operating results. In addition, the process of integrating the various businesses could cause the interruption of, or a loss of momentum in, the activities of some or all of these businesses, which could have an adverse effect on the Company's operations and financial results. Dependence on Personnel. The Company believes that its future success will ----------------------- depend in large part on its ability to continue to attract and retain highly- skilled technical and management personnel. -6- The competition for such personnel is intense. There can be no assurance that the Company will continue to attract and retain personnel necessary for the development of its business. Highly Competitive Market. The custom software services market is highly ------------------------- competitive and characterized by continual change and improvement in technology. The market is fragmented, and no company holds a dominant position. Consequently, the Company's competition for client assignments and experienced personnel varies significantly from city to city and by the type of service provided. Some of the Company's competitors are larger and have greater technical, financial and marketing resources and greater name recognition in the markets they serve than does the Company. In addition, clients may elect to increase their internal information systems resources to satisfy their custom software development needs. The Company believes that the bases for competition in the software services industry include the ability to compete cost- effectively, develop strong client relationships, generate recurring revenues, utilize comprehensive delivery methodologies and achieve organizational learning by implementing standard operational processes. In the healthcare software systems market, the Company competes with some companies that are larger in the healthcare market and have greater financial resources than the Company. The Company believes that significant competitive factors in the healthcare software systems market include size and demonstrated ability to provide service to targeted healthcare markets. There can be no assurance that the Company will continue to compete successfully with its existing competitors or will be able to compete successfully with any new competitors. Risks of Stock Volatility and Absence of Dividends. In recent years, the -------------------------------------------------- stock market in general and the market for technology stocks, in particular, including the Company's Common Stock, have experienced extreme price fluctuations. There is a risk that stock price fluctuation could impact the Company's operations. Changes in the price of the Company's Common Stock could affect the Company's ability to successfully attract and retain qualified personnel or complete necessary business combinations or other transactions in the future. The Company has never paid any cash dividends on its capital stock, and there can be no assurances that the Company will ever do so in the future. Year 2000 Compliance; Risks Associated with Provision of Year 2000 Services. --------------------------------------------------------------------------- The Company has assessed its internal computer systems and has identified certain internal systems that are not year 2000 compatible (i.e., such systems use only two digits to represent the year in date data fields and, consequently, may not accurately distinguish between the 20th and 21st centuries or may not function properly at the turn of the century). The Company is in the process of correcting such systems or replacing them with year 2000 compliant systems. The Company expects to implement successfully the systems and programming changes necessary to address year 2000 issues and does not believe that the cost of such actions will have a material effect on the Company's results of operations or financial condition. There can be no assurance, however, that there will not be a delay in, or increased costs associated with, the implementation of such changes, and the Company's inability to implement such changes could have an adverse effect on the Company's business, operations and financial results. Among the services that the Company provides are assessment, planning, migration/remediation and testing services for year 2000 compliance. The Company has devoted significant resources to services that address the year 2000 problem and believes the market for these services will grow as the year 2000 approaches. However, there can be no assurance that the market for year 2000 services will continue to develop and if such market fails to grow, or grows more slowly than anticipated, it could have an adverse effect on the Company's business, operations and financial results. Although the Company believes that the demand for its services relating to the year 2000 problem will continue to exist after the year 2000, this demand will diminish significantly over time and will eventually disappear. The Company's services addressing the year 2000 problem involve key aspects of its clients' computer systems. A failure in a client's system could result in a claim for substantial damages against the Company, regardless of the Company's responsibility for such failure. -7- Litigation, regardless of its outcome, could result in substantial cost to the Company. Accordingly, any contract liability claim or litigation against the Company could have an adverse effect on the Company's business, operations and financial results. RECENT EVENTS On June 1, 1998, the Company acquired all of the outstanding capital stock of Bricker and all outstanding options to acquire capital stock of Bricker in exchange for 2,336,196 shares of its Common Stock. In addition, in connection with the Bricker Acquisition, the Company, the representative of the former shareholders and optionholders of Bricker, the former shareholders and optionholders of Bricker and State Street Bank and Trust Company, as escrow agent, have entered into an Escrow Agreement, dated June 1, 1998, providing, among other things, that 175,215 shares of the Company's Common Stock received by such Bricker shareholders and optionholders pursuant to the Bricker Acquisition will be held in escrow to indemnify the Company in the event of any breaches of representations, warranties or covenants made by Bricker in the Merger Agreement. Bricker, now a wholly-owned subsidiary of Keane, is an operations improvement consulting firm based in Chicago, Illinois. The Bricker Acquisition is being accounted for as a pooling of interests. On January 30, 1998, the Company acquired all of the outstanding capital stock of Quantum in exchange for 180,339 shares of its Common Stock. On March 3, 1998, the Company issued an additional 9,489 shares of the Company's Common Stock to the former shareholders of Quantum pursuant to a post-closing purchase price adjustment. In addition, in connection with the Quantum Acquisition, the Company, the representative of the former shareholders of Quantum and State Street Bank and Trust Company, as escrow agent, have entered into an Escrow Agreement, dated January 30, 1998, providing, among other things, that 18,984 shares of the Company's Common Stock received by such Quantum shareholders pursuant to the Quantum Acquisition will be held in escrow to indemnify the Company in the event of any breaches of representations, warranties or covenants made by Quantum in the Merger Agreement. Quantum, now a wholly-owned subsidiary of Keane with the name "Keane Pittsburgh, Inc.", is an application development and software consulting company based in Pittsburgh, Pennsylvania. The Quantum Acquisition was accounted for as a pooling of interests. USE OF PROCEEDS The Company will not receive any proceeds from the sale of Common Stock by the Selling Shareholders. -8- THE SELLING SHAREHOLDERS The Selling Shareholders acquired the Shares from the Company in connection with the Company's acquisition of all of the outstanding shares and options to acquire shares of Bricker. The Bricker Acquisition was consummated on June 1, 1998. The Selling Shareholders received a total of 2,336,196 shares of Common Stock from the Company in exchange for all of the outstanding shares and options to acquire shares of Bricker. The following table sets forth the name and the number of shares of Common Stock beneficially owned by the Selling Shareholders as of the date of this Prospectus, the number of the shares to be offered by the Selling Shareholders and the number and percentage of shares to be owned beneficially by the Selling Shareholders if all of the shares offered hereby by the Selling Shareholders are sold as described herein.
Number of Percentage of Number of Shares Shares of Shares of of Common Stock Number of Common Stock Common Beneficially Shares of Beneficially Stock Owned Name and Address of Owned Prior to Common Stock Owned After After Selling Shareholder Offering(1) Offered Hereby Offering(1) Offering - -------------------------------------------------------------------------------------------------------- Deborah A. Bricker 1,702,104 1,702,104 --- --- Suite 4202 100 East Huron Street Chicago, IL 60601 Paul R. Himes 547,608 547,608 --- --- 2023 West Pierce Chicago, IL 60622 Steven J. Stubitz 43,242 43,242 --- --- 227 Carriage Trail Barrington, IL 60010 Linda B. Toops 43,242 43,242 --- --- 8 Queens Way Lincolnshire, IL 60069
- ----------------------- * Less than 1%. (1) The number of shares beneficially owned is determined under rules promulgated by the Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date of this Prospectus through the exercise of any stock option or other right. The inclusion herein of such shares, however, does not constitute an admission that the Selling Shareholders are direct or indirect beneficial owners of such shares. The Selling Shareholders have sole voting power and investment power with respect to all shares of capital stock listed as owned by the Selling Shareholders. -9- PLAN OF DISTRIBUTION The Selling Shareholders have advised the Company that the Shares covered hereby may be offered and sold by the Selling Shareholders, or by pledgees, donees, transferees or other successors in interest, in private or public transactions, in transactions involving principals, in transactions involving brokers, or by any other lawful methods. Sales through brokers may be made by any method of trading authorized by any stock exchange or market on which the Shares may be listed, including block trading in negotiated transactions. Without limiting the foregoing, such brokers may act as dealers by purchasing any or all of the Shares covered by this Prospectus, either as agents for others or as principals for their own accounts, and reselling such Shares pursuant to this Prospectus. Sales of Shares are, in general, expected to be made at the market price prevailing at the time of each such sale; however, prices in negotiated transactions may differ considerably. To the extent required, the names of any agents, broker-dealers or underwriters and applicable commissions, concessions, allowances or discounts and any other required information with respect to any particular offer of the Shares by the Selling Shareholders, will be set forth in a Prospectus Supplement. Each of the Selling Shareholders has advised the Company that he, she or it does not anticipate paying any consideration other than usual and customary broker's commissions in connection with sales of the Shares. Each of the Selling Shareholders is acting independently of the Company in making decisions with respect to the timing, manner and size of each sale. The Company has not been advised of any definitive selling arrangement at the date of this Prospectus between any Selling Shareholder and any broker-dealer or agent. In offering the Shares covered by this Prospectus, each of the Selling Shareholders and any broker-dealers who execute sales for such Selling Shareholder may be considered to be "underwriters" within the meaning of the Securities Act, and any profits realized by such Selling Shareholder and the compensation of such broker-dealers may be deemed to be underwriting discounts and commissions. Pursuant to the Merger Agreement, all expenses of registration of the Shares will be paid by Keane, including Commission filing fees, and the Selling Shareholders shall bear all brokerage or underwriting expenses or commissions, if any, applicable to the sale of the Shares. The Company has agreed to indemnify in certain circumstances each of the Selling Shareholders and any underwriter and certain control and other persons related to the foregoing persons against certain liabilities, including liabilities under the Securities Act. Each of the Selling Shareholders has agreed to indemnify in certain circumstances the Company and certain related persons against certain liabilities, including liabilities under the Securities Act. The Company will not receive any of the proceeds from the sale of Shares by the Selling Shareholders. Pursuant to the Merger Agreement, the Company has agreed with each of the Selling Shareholders to keep the Registration Statement of which this Prospectus constitutes a part effective until the earlier of (i) such time as all of the Shares have been sold by the Selling Shareholders, or (ii) June 1, 1999. The Company intends to de-register any of the Shares not sold by the Selling Shareholders at the end of such period. All of the Selling Shareholders have agreed with the Company not to sell, exchange, transfer, distribute, pledge or otherwise dispose of, or enter into any transaction to reduce his or her interest in or risk relating to (whether by short sale or otherwise) or any transaction which would result in a direct or indirect disposition of the Shares until such time as the Company has published (within the meaning of Accounting Series Release Nos. 130 and 135 published by the Commission) financial results covering at least 30 days of combined operations of Bricker and Keane. -10- LEGAL MATTERS The validity of the shares offered hereby will be passed upon for the Company by Hale and Dorr LLP, Boston, Massachusetts. EXPERTS The consolidated balance sheets as of December 31, 1997 and 1996 and the consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1997, incorporated by reference in this Prospectus, have been incorporated by reference herein in reliance on the report of Coopers & Lybrand L.L.P., independent accountants, given on the authority of that firm as experts in accounting and auditing. -11- =============================================================================== NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION OF AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. -------------- TABLE OF CONTENTS
PAGE ---- Available Information................................ 3 Incorporation of Certain Documents By Reference....................................... 3 Special Note Regarding Forward-Looking Information........................................ 4 The Company.......................................... 5 Risk Factors......................................... 6 Recent Events........................................ 8 Use of Proceeds...................................... 8 The Selling Shareholders............................. 9 Plan of Distribution................................. 10 Legal Matters........................................ 11 Experts.............................................. 11
-------------- =============================================================================== =============================================================================== KEANE, INC. 2,336,196 SHARES COMMON STOCK -------------- PROSPECTUS -------------- =============================================================================== PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the various expenses to be incurred in connection with the sale and distribution of the securities being registered hereby, all of which will be borne by the Company. All amounts shown are estimates except the Securities and Exchange Commission registration fee. Filing Fee - Securities and Exchange Commission $30,262 Legal fees and expenses of the Company 10,000 Accounting fees and expenses 2,000 Blue Sky fees and expenses -- Printing expenses -- Miscellaneous expenses 2,738 Total Expenses $45,000
II-1 ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 67 of Chapter 156B of the Massachusetts General Laws ("Section 67") provides that a corporation may indemnify its directors and officers to the extent specified in or authorized by (i) the articles of organization, (ii) a by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. In all instances, the extent to which a corporation provides indemnification to its directors and officers under Section 67 is optional. The Registrant's Articles of Organization provide that the Registrant shall, to the fullest extent permitted by the Massachusetts Business Corporation Law, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was, or has agreed to become, a director of officer of the Registrant, or is or was serving, or has agreed to serve, at the request of the Registrant, as a director or officer of, or in a similar capacity with, another organization, or in any capacity with respect to any employee benefit plan of the Registrant, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees), judgments and fines incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom. However, the Registrant would not provide indemnification if the person seeking indemnification has been adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Registrant or, if applicable, the best interests of the participants in or beneficiaries of the Registrant's employee benefit plans. Article 6 of the Registrant's Articles of Organization, as amended, eliminates the personal liability of the Registrant's directors to the Registrant or its stockholders for monetary damages for breach of a director's fiduciary duty, except to the extent Chapter 156B of the Massachusetts General Laws prohibits the elimination or limitation of such liability. ITEM 16. LIST OF EXHIBITS. 5 Opinion of Hale and Dorr LLP. 23.1 Consent of Hale and Dorr LLP, included in Exhibit 5 filed herewith. 23.2 Consent of Coopers & Lybrand L.L.P. 24 Power of Attorney (See page II-5 of this Registration Statement). - ----------------- ITEM 17. UNDERTAKINGS. 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, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post- effective amendment thereof) which, II-2 individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any derivation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in this Registration Statement. (2) That, for the purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (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. The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions described herein, 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 the Securities 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 Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 12th day June, 1998. KEANE, INC. By: /s/ John F. Keane ------------------------- John F. Keane Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Keane, Inc., hereby severally constitute John F. Keane, Brian T. Keane, John F. Keane, Jr., Wallace A. Cataldo and Hal J. Leibowitz, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act) and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Keane, Inc. to comply with the provisions of the Securities Act and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act) and any and all amendments thereto. II-4 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 date indicated.
Signature Title Date - --------- ----- ---- /s/ John F. Keane Chief Executive Officer and Chairman June 12, 1998 - ---------------------------- of the Board of Directors (Principal John F. Keane Executive Officer) /s/ Wallace A. Cataldo Vice President-Finance (Principal June 12, 1998 - ---------------------------- Financial and Accounting Officer) Wallace A. Cataldo /s/ Philip J. Harkins Director June 12, 1998 - ---------------------------- Philip J. Harkins /s/ Winston R. Hindle, Jr. Director June 12, 1998 - ---------------------------- Winston R. Hindle, Jr. Director - ---------------------------- Brian T. Keane /s/ John F. Keane, Jr. Director June 12, 1998 - ---------------------------- John F. Keane, Jr. Director - ---------------------------- John F. Rockart /s/ Robert Shafto Director June 12, 1998 - ---------------------------- Robert Shafto
II-5 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 5 Opinion of Hale and Dorr LLP 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5) 23.2 Consent of Coopers & Lybrand L.L.P. 24 Power of Attorney (included in page II-5 of the Registration Statement)
EX-5 2 OPINION OF HALE & DORR EXHIBIT 5 --------- HALE AND DORR LLP 60 State Street Boston, MA 02109 June 12, 1998 Keane, Inc. Ten City Square Boston, MA 02129 Ladies and Gentlemen: We have assisted in the preparation of the Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration for resale by the Selling Shareholders named therein of 2,336,196 shares of common stock, $0.10 par value per share (the "Shares"), of Keane, Inc., a Massachusetts corporation (the "Company"). We have examined the Articles of Organization and the By-Laws of the Company and all amendments thereto and the Agreement and Plan of Merger dated April 20, 1998 by and among the Company, Beta Acquisition, Corp., the shareholders and optionholders of Bricker & Associates, Inc., and Bricker & Associates, Inc. (as amended, the "Merger Agreement"), and have examined and relied on the originals, or copies certified to our satisfaction, of such records of meetings, written actions in lieu of meetings, or resolutions adopted at meetings, of the directors and stockholders of the Company, all as provided to us by the Company, and such other documents and instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. In our examination of the foregoing documents, we have assumed (i) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted to us as certified, photostatic or facsimile copies, (iii) the authenticity of the originals of the latter document, and (iv) the legal competence of all signatures to such documents. We express no opinion herein as to the laws of any stock or jurisdiction other than the state laws of the Commonwealth of Massachusetts and the federal laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the provisions of the Merger Agreement, will be validly issued, fully paid and non- assessable. It is our understanding that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption "Legal Matters." In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Hale and Dorr LLP HALE AND DORR LLP EX-23.2 3 CONSENT OF COOPERS AND LYBRAND Exhibit 23.2 ------- ---- CONSENT OF INDEPENDENT ACCOUNTANTS - ---------------------------------- We consent to the incorporation by reference in this Registration Statement of Keane, Inc. on Form S-3 of our report dated March 3, 1998, on our audits of the consolidated financial statements of Keane, Inc. as of December 31, 1997 and 1996, and for the years ended December 31, 1997, 1996 and 1995, which report is included in the Annual Report on Form 10-K of Keane, Inc. for the year ended December 31, 1997. We also consent to the reference to our firm under the caption "Experts." /s/ Coopers & Lybrand L.L.P. ---------------------------- Coopers & Lybrand L.L.P. Boston, Massachusetts June 11, 1998 -----END PRIVACY-ENHANCED MESSAGE-----