NT 10-Q 1 a07-10696_2nt10q.htm NT 10-Q

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

 

 

 

Washington, D.C. 20549

 

 

 

 

 

FORM 12b-25

 

 

 

 

 

NOTIFICATION OF LATE FILING

 

 

 

SEC FILE NUMBER
001-07516

 

 

CUSIP NUMBER

 

 

486665 10 2

 

 

 

 

(Check one):

o Form 10-K

 

o Form 20-F

 

o Form 11-K

 

x Form 10-Q

 

o Form 10-D

 

o Form N-SAR

 

o Form N-CSR

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For Period Ended:

 

March 31, 2007

 

o Transition Report on Form 10-K

 

 

 

 

 

 

 

o Transition Report on Form 20-F

 

 

 

 

 

 

 

o Transition Report on Form 11-K

 

 

 

 

 

 

 

o Transition Report on Form 10-Q

 

 

 

 

 

 

 

o Transition Report on Form N-SAR

 

 

 

 

 

 

 

For the Transition Period Ended:

 

 

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

 

PART I — REGISTRANT INFORMATION

 

Keane, Inc.

Full Name of Registrant

 

Not applicable.

Former Name if Applicable

 

100 City Square

Address of Principal Executive Office (Street and Number)

 

Boston, Massachusetts 02129

City, State and Zip Code

 



PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 (a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

o

 (b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

 (c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

As previously announced, the Securities and Exchange Commission (the “SEC”) has contacted Keane, Inc. (the “Company”) requesting documents related to the Company’s stock option grants and stock option practices.  The Company intends to cooperate with the SEC in this matter.

The Company’s Board of Directors has appointed a special committee of disinterested directors to initiate an inquiry into stock option grants and practices.  The special committee has retained independent legal counsel to assist in this inquiry.  The inquiry has not been completed as of the date of this filing.

The Company believes it will not be able to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 until the special committee completes its inquiry, the year-end audit is completed, and management, in consultation with the Company’s independent registered public accounting firm, is able to assess whether the Company’s historical stock option practices should have had any impact on the Company’s historical accounting and, as a result, whether and to what extent any adjustment is required to the Company’s historical financial statements.

The information provided in this notice includes forward-looking statements, including statements regarding the nature of the special committee’s review and the timing of the filing of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2007.  The factors that could cause actual results to differ materially from those indicated by such forward-looking statements include: potential delays in the special committee’s review of the Company’s stock option grants and stock option practices, the results of the special committee’s review, the impact, if any, of such results or findings on the financial statements of the Company, the outcome of the SEC’s inquiry into the Company’s stock option grants and any other governmental investigations, the Company’s ability to file required reports with the SEC and certain other factors that are detailed under “Risk Factors” in Exhibit 99.1 the Company’s Current Report on Form 8-K furnished to the SEC on April 13, 2007.

In addition, the statements in this notice represent the Company’s expectations and beliefs as of the date of this notice.  The Company anticipates that subsequent events and developments may cause these expectations and beliefs to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so.  These forward-looking statements should not be relied upon as representing the Company’s expectations or beliefs as of any date subsequent to the date of this notice.

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PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

 

John J. Leahy

 

(617)

 

241-9200

 

(Name)

 

(Area Code)

 

(Telephone Number)

 

 

 

 

 

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

 

 

 

 

 

 

 

 

 

 

 

o Yes    x No

 

Annual Report on Form 10-K for the year ended December 31, 2006

 

 

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

 

 

 

 

 

 

 

 

 

 

o Yes    x No

 

 

 

 

 

 

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

Keane, Inc.

 

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date

 

May 8, 2007

 

By

/s/ John J. Leahy

 

 

 

 

 

 

Name:

 John J. Leahy

 

 

 

 

 

Title:

Executive Vice President of Finance and
Administration and Chief Financial Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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