-----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, JCaotGgHEV4bhOqMPjWQsYPcH1I6sPoZC9MzVXTm2M6Tt1QqzwpwqXEua2XFmLuI q9j69e9YwrteDmrQckxVGA== 0001193125-03-009580.txt : 20030612 0001193125-03-009580.hdr.sgml : 20030612 20030612141314 ACCESSION NUMBER: 0001193125-03-009580 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030612 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030612 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: 03741999 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 d8k.txt 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): June 12, 2003 Keane, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Massachusetts 001-7516 04-2437166 - -------------------------------------------------------------------------------- (State or other juris- (Commission (IRS Employer diction of incorporation File Number) Identification No.) 100 City Square 02129 Boston, MA - -------------------------------------------------------------------------------- (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 5. Other Events and Required FD Disclosure. On June 12, 2003, Keane, Inc., a Massachusetts corporation ("Keane"), issued a press release (the "Press Release") announcing that it intends to offer $125 million (plus an option to purchase an additional $25 million) of Convertible Senior Debentures due 2013 (the "Debentures"), through a Rule 144A offering to qualified institutional buyers. The Press Release corrected a prior press release issued by Keane that incorrectly identified the Debentures as "Convertible Senior Debentures due 2023." A copy of the Press Release is attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press release dated June 12, 2003, as corrected 99.2 Press release dated June 12, 2003 Item 9. Regulation FD Disclosure. Also on June 12, 2003, Keane issued a press release reaffirming previously stated guidance relating to its financial results for the second quarter ending June 30, 2003. A copy of this press release is attached hereto as Exhibit 99.2. 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: June 12, 2003 KEANE, INC. By: /s/ John J. Leahy ------------------------------------- John J. Leahy Senior Vice President - Finance and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated June 12, 2003, as corrected 99.2 Press release dated June 12, 2003 EX-99.1 3 dex991.txt PRESS RELEASE DATE JUNE 12, 2003 Exhibit 99.1 Correction -- Keane, Inc. Thursday June 12, 8:45 am ET In the news release, Keane (Amex: KEA) Announces Proposed Sale of Convertible Subordinated Debentures, issued earlier today over PR Newswire, we are advised by a member of the company that the first paragraph, first sentence, should read "Convertible Subordinated Debentures due 2013" rather than "Convertible Subordinated Debentures due 2023" as originally issued inadvertently. Complete, corrected release follows. KEANE NEWS RELEASE Contact: Larry Vale Keane Investor Relations (617) 241-9200 x1290 Albie Jarvis Porter Novelli (617) 450-4300 KEANE ANNOUNCES PROPOSED SALE OF CONVERTIBLE SUBORDINATED DEBENTURES BOSTON, June, 12, 2003 -- Keane, Inc. (AMEX: KEA), a leading business and information technology (IT) consulting firm, today announced that it intends to offer, subject to market and other conditions, up to $125 million aggregate principal amount of Convertible Subordinated Debentures due 2013, through an offering to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. Keane also plans to grant the initial purchasers of the debentures an option to purchase up to an additional $25 million aggregate principal amount of debentures. Keane expects to use up to approximately $62 million of the proceeds of the offering to repurchase shares of its common stock sold short by purchasers of the debentures in negotiated transactions concurrently with the offering. Keane intends to use the balance of the proceeds for general corporate purposes, which may include repurchases of additional shares of its common stock from time to time under its share repurchase program, and strategic opportunities including financing for possible acquisitions or investments. While we engage from time to time in discussions with respect to potential acquisitions, no specific acquisitions are currently anticipated by the Company, we have no plans, commitments or agreements with respect to any such acquisitions as of the date of this offering, and there can be no assurances that any such acquisitions will be made. This announcement is neither an offer to sell nor the solicitation of an offer to buy the debentures or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The debentures will be issued in a private placement and are expected to be resold by the initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. The debentures and the shares of common stock issuable upon conversion of the debentures will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. - -------------------------------------------------------------------------------- Statements in this press release that are not historical facts and that relate to future plans or events are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include Keane's intention to raise proceeds through the offering and sale of convertible subordinated debentures, the intended use of proceeds and the anticipated terms of such debentures. There can be no assurance that Keane will complete the offering on the anticipated terms or at all. Keane's ability to complete the offering will depend, among other things, on market conditions. Keane's actual results could differ materially from those projected or forecasted in the forward-looking statements. These include uncertainties relating to market conditions for corporate debt securities in general and our debentures in particular as well as other factors identified in Keane's Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission. ### EX-99.2 4 dex992.txt PRESS RELEASE DATED JUNE 12, 2003 Exhibit 99.2 KEANE NEWS RELEASE Contact: Larry Vale Keane Investor Relations (617) 241-9200 x1290 Albie Jarvis Porter Novelli (617) 450-4300 KEANE REAFFIRMS PREVIOUSLY STATED GUIDANCE FOR SECOND QUARTER 2003 FINANCIAL RESULTS BOSTON, June 12, 2003 - Leading business and information technology (IT) consulting firm Keane, Inc. (AMEX: KEA) today announced that it is reaffirming its revenue and earnings per share estimates for the Second Quarter 2003. 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 to $.06 to $.08 per share, and Cash EPS (CEPS) of $.10 to $.12 per share. Keane believes that cash performance is the primary driver of long-term per share value, thus Keane's management views cash earnings per share (CEPS) as an important indicator of performance. CEPS excludes amortization of goodwill and other intangible assets and stock-based compensation. CEPS is not a measurement in accordance with Generally Accepted Accounting Principles (GAAP). About Keane: Keane, Inc. (AMEX: KEA), a premiere provider of application lifecycle optimization services, helps Global 2000 companies and government agencies to plan, build, manage, and rationalize application software through its Business Consulting, Application Development and Integration, and Application Development and Management (ADM) Outsourcing services. Keane develops long-term client relationships and recurring revenues based on its broad range of services, multi-year outsourcing contracts, and an unwavering commitment to customer satisfaction. Keane delivers its services with world-class processes, management disciplines, and performance metrics via an integrated network of branch offices in North America and the United Kingdom, and Advanced Development Centers (ADCs) in the United States, Canada, and India. This seamless global delivery model offers customers the flexibility and economic advantage of fluidly allocating work between a variety of delivery options including on-site at a client's facility, off-site at a remote location, near-shore in Halifax, Nova Scotia, and offshore in India. Branch offices work in conjunction with Keane Consulting Group, the Company's business consulting arm, and are supported by centralized Strategic Practices and Quality Assurance Groups. 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, and Form 10-Q for the First Quarter of 2003, 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----