-----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, M4j54HEZE45nw4fyXCATZwAd26bPgX6Sv7DJdPALL+T+Rhl8yZpZxKV4r+hLWvF3 okWjfqTTnef/441SHfuArA== 0000927016-96-002031.txt : 19961223 0000927016-96-002031.hdr.sgml : 19961223 ACCESSION NUMBER: 0000927016-96-002031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961216 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961220 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07516 FILM NUMBER: 96683622 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 8-K 1 FORM 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): DECEMBER 16, 1996 KEANE, INC. (Exact Name of Registrant as Specified in Its Charter) MASSACHUSETTS (State or Other Jurisdiction of Incorporation) 1-7516 04-243-7166 (Commission File Number) (I.R.S. Employer Identification No.) TEN CITY SQUARE BOSTON, MASSACHUSETTS 02129 (Address of Principal Executive Offices) (Zip Code) (617) 241-9200 (Registrant's telephone number, including area code) This Current Report on Form 8-K is filed by Keane, Inc., a Massachusetts corporation (the "Registrant"), in connection with the matters described herein. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On December 16, 1996, Ernst & Young LLP ("Ernst & Young") informed the Registrant that it was resigning as the Registrant's independent auditors, and the Registrant engaged Coopers & Lybrand L.L.P. ("Coopers & Lybrand") to fill such position. The reason given by Ernst & Young for its resignation was the existence of certain mutual business opportunities on which both Ernst & Young and the Registrant desire to collaborate which would affect Ernst & Young's independence with respect to the Registrant. The decision to engage Coopers & Lybrand was made by the Board of Directors of the Registrant. Ernst & Young served as the Registrant's independent auditors during the period beginning on October 24, 1996 and ending on December 16, 1996. During such period, Ernst & Young issued no reports on the financial statements of the Registrant. During the Registrant's two most recent fiscal years and the subsequent interim period immediately preceding the date of the resignation of Ernst & Young, the Registrant had no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make a reference to the subject matter of the disagreement in connection with any report on the financial statements of the Registrant had any report been issued. None of the reportable events listed in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934 occurred during the period Ernst & Young served as the Registrant's auditors. Prior to the Registrant's retaining Ernst & Young in October 1996, Coopers & Lybrand had served as the Registrant's independent auditors. During the period in which Ernst & Young served as the Registrant's independent auditors, neither the Registrant nor anyone on its behalf consulted Coopers & Lybrand regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Registrant's financial statements, and no written or oral advice concerning the same was provided to the Registrant that was an important factor considered by the Registrant in reaching a decision as to any accounting, auditing or financial reporting issue. During the Registrant's two most recent fiscal years and the subsequent interim period immediately preceding the Registrant's engagement of Ernst & Young in October 1996, the Registrant regularly consulted with Coopers & Lybrand regarding accounting, auditing and financial reporting issues, as Coopers & Lybrand served as the Registrant's independent auditors. During such period, the Registrant had no disagreements with Coopers & Lybrand on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Coopers & Lybrand, would have caused Coopers & Lybrand to make a reference to the subject matter of the disagreement in connection with its reports on the financial statements of the Registrant. The Registrant has requested that Ernst & Young furnish it with a letter addressed to the Commission stating whether it agrees with the statements set forth above. A copy of this letter is filed as Exhibit 16 to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The exhibits listed in the Exhibit Index filed as part of this report are filed as part of or are included in this report. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KEANE, INC. (Registrant) Date: December 20, 1996 By: /s/Wallace A. Cataldo ---------------------------------- Wallace A. Cataldo Vice President - Finance (Principal Financial Officer) -3- EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 16 Letter re Change in Certifying Accountant 99 Resignation Letter of Ernst & Young EX-16 2 LETTER RE CHANGE IN CERTIFYING ACCOUNTANT EXHIBIT 16 [LETTERHEAD OF ERNST & YOUNG LLP APPEARS HERE] December 19, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: We have read Item 4 on page 2 of Form 8-K dated December 16, 1996 of Keane, Inc. and are in agreement with the statements contained in the first, second, and fourth paragraphs as they relate to Ernst & Young LLP. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Ernst & Young LLP EX-99 3 RESIGNATION LETTER OF ERNST & YOUNG EXHIBIT 99 [LETTERHEAD OF ERNST & YOUNG APPEARS HERE] December 18, 1996 Mr. Wallace A. Cataldo Chief Financial Officer Keane, Inc. 10 City Square Charlestown, MA 02129 Dear Mr. Cataldo: This is to confirm that the client-auditor relationship between Keane, Inc. (Commission File Number 1-7516) and Ernst & Young LLP has ceased. Very truly yours, /s/ Ernst & Young LLP cc: Office of the Chief Accountant SECPS letter File Securities and Exchange Commission Mail Stop 11-3 450 Fifth Street, N.W. Washington, D.C. 20549 -----END PRIVACY-ENHANCED MESSAGE-----