POS AM 1 0001.txt POST-EFFECTIVE AMENDMENT #1 As filed with the Securities and Exchange Commission on January 4 , 2001 Registration Statement No. 333-66937 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ POST-EFFECTIVE AMENDMENT NO. 1 TO 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 Identification No.) of Incorporation or Organization) 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) ______________________ Brian T. 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: Not applicable. 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. [_] 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. [_] Explanatory Note: Pursuant to a Registration Statement on Form S-3, as amended (File No. 333- 66937) (the "Registration Statement"), Keane, Inc. (the "Company") registered an aggregate of 915,571 shares of Common Stock, $.10 par value per share, of the Company held by certain stockholders of the Company (the "Shares"). The offering of the Shares terminated on January 4, 2001. This Post- Effective Amendment No. 1 to the Registration Statement is being filed for the purpose of deregistering the 115,981 shares that remained unsold upon the termination of the offering contemplated by the Registration Statement. SIGNATURE Pursuant to Rule 478 promulgated under the Securities Act of 1933, as amended, the Registrant duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts on the 4th day of January, 2001. KEANE, INC. By: /s/ Brian T. Keane ------------------------------------------ Brian T. Keane President and Chief Executive Officer