8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) July 26, 2005

Keane, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts

(State or Other Jurisdiction of Incorporation)

001-7516	04-2437166
(Commission File Number)	(IRS Employer Identification No.)
100 City Square, Boston, Massachusetts	02129
(Address of Principal Executive Offices)	(Zip Code)
(617) 241-9200
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement

On July 26, 2005, Keane Australia Micropayment Consortium Pty Ltd (“Kamco”), a wholly-owned subsidiary of Keane, Inc. (the “Company” or “Keane”), and the Public Transport Ticketing Body trading as Transport Ticketing Authority (the “TTA”) of the State of Victoria, Australia, entered into a $494 million AUD, or approximately $367 million (based on the current exchange rate of $.74285 AUD per $1.00), contract (the “TTA Agreement”) to deliver a public transit ticketing system for the State of Victoria. The TTA Agreement has a term of approximately twelve years, including two years of development work and ten years of operation and maintenance with an option for the TTA to extend for an additional two years.  Keane has established Kamco to lead a consortium of four transit and technology experts to design, build, implement and maintain a micropayment smartcard technology system and related equipment for the TTA. The consortium includes automatic fare collection specialists Ascom, ERG, and Giesecke & Devrient Australasia (G&D).  In connection with the TTA Agreement, Keane delivered a guarantee to the TTA (the “Guarantee”) pursuant to which Keane has guaranteed certain obligations of Kamco under the TTA Agreement.

Keane issued a press release on July 12, 2005 announcing it was named as the preferred tenderer for this deal. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Kamco has obligations under the TTA Agreement with respect to both project management and performance of subcontractors.

Payments under the TTA Agreement are based on the completion of milestones during the initial requirements phase and during the development phase. During the operational phase the TTA may benchmark rates following the fourth and ninth anniversary dates of the TTA Agreement and negotiate adjustments if the rates exceed prevailing market costs for comparable services.

The TTA may terminate the Agreement for convenience at any time and pay only for work completed, subject to certain termination fees.  Such termination fees consist primarily of 1% of the remaining amount of contractual revenues over the twelve-year term.  During the contract term, the TTA may terminate the Agreement for events of default, subject to Kamco’s right to cure.  Upon the failure to perform by Kamco or its subcontractors, the TTA may step in and take over the role of prime contractor in place of Kamco.  During the development phase, liquidated damages of up to $50,000 AUD per day may be assessed for late delivery caused by Kamco or its subcontractors (which will be shared between Kamco and its subcontractors pursuant to their subcontracts).

The TTA Agreement also requires that Kamco provide security and performance bonds in the amount of $30 million AUD during the two-year development phase and in the amount of $15 million AUD during the twelve-year term.  Keane’s bank issued a $45 million AUD letter of credit dated July 14, 2005 against Keane’s existing credit facility in fulfillment of the security and performance bonds. Keane has guaranteed performance and payment by Kamco in the event

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that Kamco is unable to complete the work or meet its payment obligations.  Kamco’s liability under the contract is limited to a specific amount.

Keane expects to file the TTA Agreement and the Guarantee as exhibits to its Quarterly Report on Form 10-Q for the three months ending September 30, 2005.

Item 9.01.  Financial Statements and Exhibits

(c)	Exhibits
99.1	Press Release entitled “Victoria’s Transport Ticketing Authority Selects Keane To Deliver US$367 Million Next-Generation Ticketing System”, issued by the Company on July 12, 2005.

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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:    July 29, 2005	KEANE, INC.
	By:	/s/ John J. Leahy
		John J. Leahy
		Senior Vice President of Finance and Administration and Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Press Release entitled “Victoria’s Transport Ticketing Authority Selects Keane To Deliver US$367 Million Next-Generation Ticketing System”, issued by the Company on July 12, 2005.

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EX-99.1

Exhibit 99.1

News Release

Contact:
Larry Vale
Keane Investor Relations
Larry_M_Vale@keane.com
+1.617.517.1290 Albie Jarvis
Porter Novelli/Keane PR
+1.617.897.8236
Albie.Jarvis@porternovelli.com

VICTORIA’S TRANSPORT TICKETING AUTHORITY SELECTS KEANE
TO DELIVER US$367 MILLION NEXT-GENERATION TICKETING SYSTEM

Keane Australia Micropayment Consortium (Kamco) to Transform Public Ticketing System with
Micropayment Smartcard Technology

Boston, Mass., USA, July 12, 2005 — Today the State Government of Victoria, Australia, announced that it has named a subsidiary of Keane, Inc. (NYSE: KEA) as the preferred tenderer for a US$367 million deal (based on a conversion of A$494M @ .74285) to deliver an innovative public transit ticketing system for the state of Victoria.  The deal includes two years of development work and ten years of operation and maintenance.

This state-of-the-art micropayment smartcard technology ticketing system will support Victoria’s multi-modal network of 270 railway stations, 480 trams and 1,650 buses that services more than 410 million journeys each year.  The new system is scheduled to go live in 2007, enabling travelers to access all types of public transit using a single micropayment smartcard.  The smartcard is a durable plastic card similar to a pre-paid mobile phone card, and a significant improvement from today’s paper magnetic-stripe tickets.  Passengers will be able to store value on their cards using self-service machines, the telephone or the Internet.  With a simple scan of their card at the turnstile or when boarding a bus or tram, the cost of the ride is automatically deducted.

Keane has established the Keane Australia Micropayment Consortium Pty Ltd (Kamco) to lead the Melbourne-based alliance of four of the world’s leading transport and technology experts to deliver the new ticketing solution to Victoria’s Transport Ticketing Authority (TTA).  Kamco, a wholly owned subsidiary of Keane, Inc., will design, build, implement and support the comprehensive smartcard technology system and related equipment. Kamco’s partners include Keane entities and automatic fare collection specialists Ascom, ERG, and Giesecke & Devrient Australasia (G&D).  Ascom’s portion of this deal is valued at approximately A$124M and ERG’s portion of this deal is approximately A$106M.

 “Keane is committed to being an outstanding business partner with the Transport Ticketing Authority and Victoria Government by creating a collaborative project environment,” said Brian Keane, president and CEO of Keane.  “Central to the new TTA system is a customer focus to provide reliable, convenient and rapid ticketing processes.  We believe that this innovative and repeatable solution will prove relevant to other major international cities looking to address their transit ticketing systems.  We also see the applicability of this smartcard and micropayment technology approach to other industries such as financial services and healthcare systems.”

The TTA procurement process was rigorous, attracting vendors with ticketing systems experience from around the world.   Keane demonstrated deep transit and financial services industry and fare collection experience, strong technology and open systems expertise, and proven leadership in program management to secure the contract through Kamco.  Kamco’s project team members have successfully implemented other smartcard transit solutions in Hong Kong, Taipei, Singapore and Holland.

With management control centralized in Kamco’s Melbourne-based Program Management Office, the company will oversee the entire engagement and its numerous subcontractors, providing a single point of accountability for the TTA, and will operate the mission-critical back-office financial and data processing system.  In addition, Keane will provide application development and integration, business process services and application services through its operations in the United States, Australia, Canada, India and the United Kingdom. By balancing work assignments across a global network of skilled resources, Keane’s global delivery model is designed to allow the TTA to tailor work distribution to match cost, resource, project and risk requirements while meeting Keane’s high-quality delivery standards regardless of where the work is performed.

The solution design is an innovative departure from the traditional model for transit ticketing systems.  The new ticketing system will combine proven, off-the-shelf software (approximately 70 percent) with custom development (approximately 30 percent) in an industry-standard open architecture.  The new system will take advantage of the rich functionality of commercial, plug-and-play applications such as the Microsoft AXAPTA Enterprise Resource Planning (ERP) application, and web services technologies such as .NET.  Keane has demonstrated that using proven applications and technologies provides a highly reliable, easy-to-maintain system where changes can be made without difficulty.  In addition, the use of standard applications eliminates dependency on the software supplier — allowing the Transport Ticketing Authority to choose from an extensive pool of qualified resources to support the system.  The system is built with a services-oriented architecture and open standards and it will have the flexibility to expand the solution in the future.

About Keane

In business since 1965, Keane, Inc. (NYSE: KEA) is a premier business and IT services firm.  Keane delivers Application and Business Process Services to help clients transform their business and IT operations to achieve demonstrable, measurable and sustainable business benefit.  Keane is a trusted advisor and partner for its clients by solving real business issues through the development and implementation of cost-effective, change-oriented, industry-specific solutions.  Specifically, Keane delivers highly synergistic service offerings, including Application Development & Integration, Application Outsourcing and Business Process Outsourcing.  Keane believes that business and IT improvements are best realized by streamlining and optimizing business and IT processes, implementing rigorous management disciplines and fostering a culture of accountability through meaningful performance metrics.  Keane, based in Boston, MA USA, delivers its services through an integrated network of regional offices in the United States, Australia, Canada, India and the United Kingdom, and via SEI CMMI Level 5 evaluated Advanced Development Centers (ADCs) in 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 Keane’s deal with the Transport Ticketing Authority, including Keane’s expectations with respect to the execution of a definitive contract, Keane’s expectations as to the progress of deliverables under that contract, the design of the new ticketing system, and the distribution of work across Keane’s 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. Actual results may differ materially from those indicated by such forward-looking statements depending on a number of important factors, including those set forth under the caption “Certain Factors That May Affect Future Results” in Keane’s Quarterly Report on Form 10-Q for the period ended March 31, 2005. Such factors include business conditions generally, the availability of professional staff, the performance of Keane’s subcontractors in connection with the project and various other factors that involve risk and uncertainty. Keane disclaims any intention or obligation to update any forward-looking statement as a result of developments occurring after the date of this press release.

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