8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 23, 2003

Keane, Inc.

(Exact name of registrant as specified in charter)

Massachusetts	001-7516	04-2437166
(State or other jurisdiction of incorporation	(Commission File Number)	(IRS Employer Identification No.)

100 City Square, Boston, MA	02129
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 241-9200

Ten City Square, Boston, MA 02129

(Former name or former address, if changed since last report)

Item 9.    Regulation FD Disclosure (Information furnished pursuant to Item 12, “Disclosure of Results of Operations and Financial Condition”).

On April 23, 2003, Keane, Inc. announced its financial results for the quarter ended March 31, 2003. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with the procedural guidance in SEC Release No. 33-8216, the information in this Form 8-K and the Exhibit attached hereto is being furnished under “Item 9. Regulation FD Disclosure” rather than under “Item 12. Disclosure of Results of Operations and Financial Condition.” The information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 23, 2003	KEANE, INC.
	/s/    JOHN J. LEAHY
	John J. Leahy Senior Vice President of Finance and Chief Financial Officer

EX-99.1

Exhibit 99.1

KEANE

NEWS RELEASE

Contact:	Larry Vale Keane Investor Relations (617) 241-9200 x1290
	Samantha McGarry Porter Novelli (617) 450-4300

KEANE REPORTS FIRST QUARTER 2003 RESULTS

Improved Earnings, Margins, and Cash Flow From Prior Year

BOSTON, April 23, 2003 — Keane, Inc. (AMEX: KEA), a leading business and information technology (IT) consulting firm, today reported revenues and earnings for the First Quarter ended March 31, 2003.

Revenues for the First Quarter of 2003 were $204.7 million, in line with the company’s guidance, and down 8 percent from revenues of $221.3 million in the First Quarter of 2002. Net income for the First Quarter of 2003 was $10.6 million, an increase of 89 percent from net income of $5.6 million in the First Quarter of 2002. Earnings per share (EPS) for the First Quarter of 2003 was $.15 compared to EPS of $.07 in the First Quarter of 2002.

Results for the First Quarter of 2003 include a non-recurring gain of $7.3 million realized from a favorable judgment in an arbitration proceeding against Signal Corporation. Excluding the impact of the one-time gain, net income for the First Quarter of 2003 was $6.2 million, an increase of 11 percent from net income of $5.6 million in the First Quarter of 2002. Excluding the impact of the one-time gain of approximately $.06 per share, EPS was $.09 in the First Quarter of 2003 compared to EPS of $.07 in the First Quarter of 2002.

Keane believes that cash performance is the primary driver of long-term per share value, thus Keane’s management views cash earnings per share (CEPS¹) as an important indicator of performance. On an operational basis, prior to the non-recurring $7.3 million gain, net income for the First Quarter of 2003 was $6.2 million and CEPS was $.12, compared to net income of $5.6 million and CEPS of $.10 for the same period last year. Including the $.06 non-recurring gain, CEPS was $.19 for the First Quarter of 2003.

¹ Cash earnings per share (CEPS) excludes special charges along with amortization of intangible assets and stock-based compensation. CEPS is not a measurement in accordance with Generally Accepted Accounting Principles (GAAP).

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Keane Reports First Quarter 2003 Results/2

“We are pleased with our improved earnings performance in the First Quarter, which is the result of staying focused on our strategy of managing costs and maximizing cash flow. Additionally, we are beginning to see improved performance within our North American Branch Operations,” stated Brian Keane, president and CEO of Keane. “Although the economic environment remains challenging, the First Quarter clearly demonstrates the operating leverage of Keane’s business model as we realize more revenue stability.”

Keane’s business is comprised of three main service lines: Plan, Build and Manage services. The following is a summary of revenues and bookings during the First Quarter of 2003:

First Quarter 2003	Revenue		Bookings
Plan Services	$	13.6 million	$	14.4 million
Business Consulting, IT Consulting, Applications Rationalization, HIPAA Assessments etc.
Build Services		50.1 million		35.7 million
Enterprise Application Integration, e-architecture, CRM, Custom Development, Healthcare Solutions, etc.
Manage Services		141.0 million		154.5 million
ADM Outsourcing, Application Maintenance Services, Migrations StaffAugmentation, etc.
Total	$	204.7 million	$	204.6 million

“Keane’s strong financial performance was the result of a significant improvement in gross margins, which increased 170 basis points from the First Quarter of 2002 and 360 basis points from the Fourth Quarter of 2002,” explained senior vice president of finance and CFO, John Leahy. “We continue to focus on driving cash flow in order to fund share repurchases and acquisitions. During the First Quarter, net cash provided from operations was $12.0 million. Keane invested $23.6 million during the First Quarter to repurchase approximately 3.1 million Keane shares under an existing authorization.”

Based on the current economic outlook, the Company estimates revenue for the Second Quarter of 2003 in the range of $200 to $210 million with EPS in the range of $.06 to $.08 per share, and CEPS of $.10 to $.12 per share.

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Keane Reports First Quarter 2003Results/3

Keane will host a conference call today at 8:30 a.m. (EDT) to discuss these results. Interested parties may access the call via the Internet at www.keane.com or may dial 212-346-7487 and ask for the Keane call. No advanced registration is required to participate. A replay of the call will be available beginning at approximately 10:30 a.m. (EDT) today, through 5:00 p.m. (EDT) on May 9, 2003. The replay may be accessed via the Internet at www.keane.com or by calling 1-800-633-8284 (402-977-9140 from outside North America) and entering the reservation number 21138981#.

About Keane:

Keane, Inc. (AMEX: KEA), one of the world’s great information technology services firms, helps clients Plan, Build, Manage, and Rationalize application software portfolios. Keane builds long-term relationships with customers by providing a broad range of service offerings developed to optimize portfolios of software applications throughout their useful life. Specifically, Keane focuses on three highly synergistic service offerings: Business Consulting, Application Development and Integration, and Application Development and Management Outsourcing, the Company’s flagship service offering. As part of its Build services, Keane also provides a full line of proprietary healthcare information systems. Keane delivers its services through an integrated network of branch offices in North America and the United Kingdom, and via Advanced Development Centers (ADCs) in the United States, Canada, and India. Information on Keane is available on the Internet at www.keane.com.

Safe Harbor for Forward-Looking Statements:

This press release contains a number of forward-looking statements concerning the Company’s current expectations as to future growth and its results of operations. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates,” “intends’, “projects,” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: continued or further downturns in the U.S. economy, political and economic conditions in India, the loss of one or more major clients, the ability to realize the anticipated synergies associated with its acquisitions of Metro Information Services and SignalTree Solutions, unanticipated disruptions to Keane’s business, the execution and successful completion of contracts evidencing the new bookings referred to in this release, the successful completion of software development or management projects, the availability and utilization rate of professional staff, and other factors detailed under the caption “Certain Factors That May Affect Future Results” in Keane’s Annual Report on Form 10-K for the year ended December 31, 2002, which important factors are incorporated herein by this reference. Keane disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release, including the potential impact of any future acquisitions, mergers or dispositions it may make.

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Keane Reports First Quarter 2003Results/4

KEANE, INC.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

Three Months Ended March 31,	2003			2002
Total revenues	$	204,662		$	221,259
Salaries, wages and other direct costs		142,431			157,833
Selling, general and administrative expenses		48,075			52,291
Amortization of intangible assets		4,047			3,308
Operating income		10,109			7,827
Interest and dividend income		348			1,024
Interest expense		33			67
Other (income) expense, net		(7,177	)		(470	)
Income before income taxes		17,601			9,254
Provision for income taxes		7,040			3,701
Net income	$	10,561		$	5,553
Net earnings per share (basic)	$	0.15		$	0.07
Net earnings per share (diluted)	$	0.15		$	0.07
Weighted average shares outstanding (basic)		69,072			75,727
Weighted average common and common share equivalents outstanding (diluted)		69,106			76,670
Reconciliation of GAAP EPS to CEPS
Three Months Ended March 31,	2003			2002
Income before taxes	$	17,601		$	9,254
Add:
Amortization of intangible assets and stock based compensation		4,062			3,318
Less:
Arbitration award		(7,315	)		—
Adjusted income before taxes		14,348			12,572
Provision for income taxes		5,739			5,029
Adjusted net income	$	8,609		$	7,543
CEPS (diluted)	$	0.12		$	0.10

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Keane Reports First Quarter 2003Results/5

KEANE, INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)

	(Unaudited)
	3/31/03			12/31/02
Assets
Current
Cash and cash equivalents	$	23,885		$	46,383
Marketable securities		30,526			21,872
Accounts receivable, net:
Trade		135,451			129,432
Other		1,063			1,004
Prepaid expenses and deferred taxes		40,321			37,430
Total current assets		231,246			236,121
Property and equipment, net		25,581			24,729
Construction in progress		40,888			40,888
Goodwill, net		276,865			277,435
Customer lists, net		66,372			69,193
Other intangible assets, net		16,409			17,613
Deferred taxes and other assets, net		18,304			19,695
	$	675,665		$	685,674
Liabilities
Current
Accounts payable		12,472			11,986
Accrued expenses and other liabilities		59,613			61,152
Accrued compensation		37,937			36,346
Note payable		3,100			3,100
Accrued income taxes		5,415			81
Unearned income		7,224			11,535
Current capital lease obligations		794			887
Total current liabilities		126,555			125,087
Accrued long-term construction-in-progress costs		40,888			40,888
Deferred income taxes		28,314			28,343
Long-term portion of capital lease obligations		559			772
Stockholders’ Equity
Common stock		7,555			7,555
Class B common stock		28			28
Additional paid-in capital		166,560			166,598
Accumulated other comprehensive income		(1,583	)		(1,411	)
Retained earnings		380,103			369,542
Less treasury stock, at cost		(73,314	)		(51,728	)
Total stockholders’ equity		479,349			490,584
	$	675,665		$	685,674

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