0001021408-01-506902.txt : 20011008
0001021408-01-506902.hdr.sgml : 20011008
ACCESSION NUMBER: 0001021408-01-506902
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010918
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: METRO INFORMATION SERVICES INC
CENTRAL INDEX KEY: 0001026965
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
IRS NUMBER: 541112301
STATE OF INCORPORATION: VA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 425
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22035
FILM NUMBER: 1739381
BUSINESS ADDRESS:
STREET 1: P O BOX 8888
CITY: VIRGINIA BEACH
STATE: VA
ZIP: 23450
BUSINESS PHONE: 7574861900
MAIL ADDRESS:
STREET 1: P O BOX 8888
CITY: VIRGINIA BEACH
STATE: VA
ZIP: 23450
FILED BY:
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: 425
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
425
1
d425.txt
FORM 425
Filed by Keane, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Metro Information Services, Inc.
Commission File No.: 333-68566
On August 29, 2001, Keane, Inc. filed a Registration Statement on Form S-4
(File No. 333-68566) with the SEC in connection with the transaction with Metro
Information Services, Inc. The Registration Statement and the Proxy
Statement/Prospectus included within the Registration Statement contain
important information about Keane, Metro, the transaction and related matters.
You are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully.
You can obtain free copies of the Registration Statement and the Proxy
Statement/Prospectus and other documents filed with the SEC by Keane and Metro
through either company or through the web site maintained by the SEC at
www.sec.gov.
Keane and Metro, and their respective directors and executive officers, may
be deemed to be participants in the solicitation of proxies in respect of the
transaction contemplated by the merger agreement. Information regarding Keane's
directors and executive officers is contained in the Registration Statement and
Proxy Statement/Prospectus and in Keane's Annual Report on Form 10-K for the
year ended December 31, 2000 and its proxy statement dated April 13, 2001, which
are filed with the SEC. As of February 1, 2001, Keane's directors and executive
officers beneficially owned approximately 12,435,624 shares, or 18.3%, of
Keane's common stock. Information regarding Metro's directors and executive
officers is contained in the Registration Statement and the Proxy
Statement/Prospectus.
Statements in this filing regarding the expected timetable for completing
the transaction constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. 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 delays
associated with SEC review and the other factors described under the caption
"Risk Factors" in the Registration Statement. Keane and Metro disclaim any
intention or obligation to update any forward-looking statements as a result of
developments occurring after the date of this filing.
Set forth below is the press release issued by Keane and Metro, dated
September 18, 2001, announcing receipt of early termination of the
Hart-Scott-Rodino waiting period.
KEANE
NEWS RELEASE
CONTACT: Margo Nison
Investor Relations Manager
(617) 241-9200 x1272
KEANE RECEIVES U.S. FEDERAL TRADE COMMISSION CLEARANCE FOR PROPOSED ACQUISITION
OF METRO INFORMATION SERVICES
BOSTON, September 18, 2001 - Keane, Inc. (AMEX: KEA) and Metro Information
Services, Inc. (NASDAQ: MISI) today announced that they have been notified by
the U.S. Federal Trade Commission that early termination of the
Hart-Scott-Rodino waiting period has been granted for the proposed acquisition
by Keane of all of the outstanding common stock of Metro. The transaction
remains subject to approval by Metro's shareholders. The companies have been
informed that the Securities and Exchange Commission (SEC) is reviewing the
Registration Statement filed in connection with this transaction, which is
expected to close in November, 2001.
About Metro Information Services:
---------------------------------
Metro Information Services, Inc. (NASDAQ: MISI), founded in 1979, serves 33
metropolitan markets providing a wide range of information technology consulting
services and solutions to Global 2000 companies. Metro's services include
application development and maintenance, information technology architecture and
engineering, systems consulting, project outsourcing and general support
services. Metro consultants work on all major technology platforms. The company
aims to establish long-term relationships with its customers. Over 85% of
Metro's revenue comes from clients the company did business with in the prior
year. Metro's ten largest customers represented 23% of revenues in 2000. Major
vertical industries served by Metro in the year 2000 include: technology (17%),
banking and financial services (12%), communications (11%), manufacturing &
distribution (10%), government (8%), and healthcare (6%). Information about
Metro is available on the web at www.MetroIS.com.
About Keane:
------------
Founded in 1965, Keane, Inc. (AMEX: KEA) helps Global 2000 companies and
government agencies plan, build, and manage application software to optimize
business performance. The company's services include Business Innovation
Consulting, Application Development and Integration, and Application Development
and Management (ADM) Outsourcing. Keane develops long-term relationships and
recurring revenues with its customers based on multi-year outsourcing contracts
and the consistent delivery of high quality, cost-effective, and responsive
services. Keane does this by adhering to repeatable and proven process and
management disciplines and performance metrics incorporated in its core IT and
business consulting solutions. Keane markets its services through a network of
branch offices in North America and the United Kingdom, which work in
conjunction with Keane Consulting Group, a centralized Strategic Practices
Group, and two Advanced Development Centers. Major vertical
industries served by Keane in the year 2000 include: manufacturing &
distribution (23%), financial services (22%), Government (13%), technology
(13%), and healthcare (11%). Information on Keane is available on the web at
www.Keane.com
Additional Information
----------------------
On August 29, 2001, Keane, Inc. filed a Registration Statement on Form S-4
(File No. 333-68566) with the SEC in connection with the transaction with Metro
Information Services, Inc. The Registration Statement and the Proxy
Statement/Prospectus included within the Registration Statement contain
important information about Keane, Metro, the transaction and related matters.
You are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully.
You can obtain free copies of the Registration Statement and the Proxy
Statement/Prospectus and other documents filed with the SEC by Keane and Metro
through either company or through the web site maintained by the SEC at
www.sec.gov.
Keane and Metro, and their respective directors and executive officers, may
be deemed to be participants in the solicitation of proxies in respect of the
transaction contemplated by the merger agreement. Information regarding Keane's
directors and executive officers is contained in the Registration Statement and
Proxy Statement/Prospectus and in Keane's Annual Report on Form 10-K for the
year ended December 31, 2000 and its proxy statement dated April 13, 2001, which
are filed with the SEC. As of February 1, 2001, Keane's directors and executive
officers beneficially owned approximately 12,435,624 shares, or 18.3%, of
Keane's common stock. Information regarding Metro's directors and executive
officers is contained in the Registration Statement and the Proxy
Statement/Prospectus.
Statements in this filing regarding the expected timetable for completing
the transaction constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. 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 delays
associated with SEC review and the other factors described under the caption
"Risk Factors" in the Registration Statement. Keane and Metro disclaim any
intention or obligation to update any forward-looking statements as a result of
developments occurring after the date of this filing.