-----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, V0d89x34CWiXIBRaso1uqsJuEvFEUnhW+eYUnQCyjUQPa6sr03Xn7s8tNMcuBslf 0azTAtEEVujsiQIswBxLQQ== 0000927016-01-001224.txt : 20010312 0000927016-01-001224.hdr.sgml : 20010312 ACCESSION NUMBER: 0000927016-01-001224 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010308 EFFECTIVENESS DATE: 20010308 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-8 SEC ACT: SEC FILE NUMBER: 333-56752 FILM NUMBER: 1564093 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-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on March 8, 2001 Registration No. 333- ---- =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KEANE, INC. (Exact Name of Registrant as Specified in Its Charter) MASSACHUSETTS 04-243-7166 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) TEN CITY SQUARE, 02129 BOSTON, MASSACHUSETTS (Zip Code) (Address of Principal Executive Offices) 1998 STOCK INCENTIVE PLAN (Full Title of the Plan) BRIAN T. KEANE KEANE, INC. TEN CITY SQUARE BOSTON, MASSACHUSETTS 02129 (Name and Address of Agent for Service) (617) 241-9200 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE ================================================================================
Proposed Title of Securities Amount to be Maximum Offering Proposed Maximum Amount of to be Registered Registered Price Per Share Aggregate Offering Price Registration Fee - ----------------------------------------------------------------------------------------------------------------------- Common Stock, 5,000,000 $14.88 (1) $74,400,000(1) $18,600 $0.10 par value shares - -----------------------------------------------------------------------------------------------------------------------
================================================================================ (1) Estimated solely for the purpose of calculating the registration fee, and based on the average of the high and low prices of the Common Stock on the American Stock Exchange on March 5, 2001, in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933. ================================================================================ PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents sent or given to participants in the Registrant's 1998 Stock Incentive Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Statement Regarding Incorporation By Reference From Effective Registration - -------------------------------------------------------------------------- Statement - --------- Pursuant to Instruction E to Form S-8, the contents of the Registrant's registration statement on Form S-8 filed with the SEC on June 5, 1998 (File No. 333-56119) relating to the registration of 2,000,000 shares of the Registrant's Common Stock, $0.10 par value per share, authorized for issuance under the Registrant's 1998 Stock Incentive Plan (the "Plan"), are incorporated by reference in their entirety in this registration statement. This Registration Statement provides for the registration of an additional 5,000,000 shares of the Registrant's Common Stock to be issued under the Plan. Item 8. Exhibits -------- The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. 2 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Massachusetts on the 8th day of March, 2001. KEANE, INC. By: /s/ Brian T. Keane ------------------------------------- Brian T. Keane, President and Chief Executive Officer 3 POWER OF ATTORNEY We, the undersigned officers and directors of Keane, Inc. hereby severally constitute Brian T. Keane, Francis M. Cleary, C. Whitney Pedersen and Hal J. Leibowitz, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Keane, Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - ------------------------------ ------------------------------- ------------------------------- /s/ Brian T. Keane President, March 8, 2001 - ------------------------------ Chief Executive Officer and Brian T. Keane Director (Principal Executive Officer) /s/ John J. Leahy Senior Vice President - March 8, 2001 - ------------------------------ Finance and Administration John J. Leahy (Principal Financial and Accounting Officer) /s/ John F. Keane, Jr. - ------------------------------ John F. Keane, Jr. Director March 8, 2001 /s/ Philip J. Harkins - ------------------------------ Philip J. Harkins Director March 8, 2001 /s/ Winston R. Hindle, Jr. - ------------------------------ Winston R. Hindle, Jr. Director March 8, 2001 /s/ John F. Rockart - ------------------------------ John F. Rockart Director March 8, 2001 /s/ Robert A. Shafto - ------------------------------ Robert A. Shafto Director March 8, 2001 - ------------------------------ John F. Keane, Sr. Director March ---, 2001
4 EXHIBIT INDEX
Exhibit Number Description 4.1 Articles of Organization of the Registrant, as amended, are incorporated herein by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (File No. 33-85206) 4.2 Articles of Amendment to Articles of Organization of the Registrant, filed on May 29, 1998, are incorporated herein by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K, filed on June 3, 1998 4.3 Second Amended and Restated By-Laws of the Registrant are incorporated herein by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000 5 Opinion of Hale and Dorr LLP 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5) 23.2 Consent of Ernst & Young LLP, independent accountants 23.3 Consent of PricewaterhouseCoopers LLP, independent accountants 24 Power of Attorney (included in the signature pages of this Registration Statement)
EX-5 2 0002.txt OPINION OF HALE AND DORR EXHIBIT 5 HALE AND DORR LLP Counsellors At Law www.haledorr.com 60 State Street * Boston, MA 02109 617-526-6000 * FAX 617-526-5000 March 8, 2001 Keane, Inc. Ten City Square Boston, Massachusetts 02129 Re: Form S-8 relating to 1998 Stock Incentive Plan ---------------------------------------------- Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 5,000,000 shares of Common Stock, $.10 par value per share (the "Shares"), of Keane, Inc., a Massachusetts corporation (the "Company"), issuable under the Company's 1998 Stock Incentive Plan (the "Plan"). We have examined the Articles of Organization of the Company and the Second Amended and Restated By-Laws of the Company, each as amended to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws. We express no opinion herein as to the laws of any state 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 for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable. It is understood 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. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. 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 under the caption "Interests of Named Experts and Counsel." 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 2 EX-23.2 3 0003.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1998 Stock Incentive Plan of Keane, Inc. of our report dated March 13, 2000, with respect to the consolidated financial statements of Keane, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities Exchange Commission. /S/ Ernst & Young LLP ERNST & YOUNG LLP Boston, Massachusetts March 2, 2001 EX-23.3 4 0004.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 1999 relating to the financial statements of Keane, Inc., which appears in Keane, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts March 2, 2001 -----END PRIVACY-ENHANCED MESSAGE-----