-----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, F2ph9DZNVSyKU2xbfkVTkMCTcMRate8S0XzFMl+ewu59LJUPvyYiUmXV6thSw+dL AP3H5S5QACgBPGi0mCMjFw== 0000927016-97-001658.txt : 19970611 0000927016-97-001658.hdr.sgml : 19970611 ACCESSION NUMBER: 0000927016-97-001658 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970610 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RENAISSANCE SOLUTIONS INC CENTRAL INDEX KEY: 0000937948 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 043150009 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46111 FILM NUMBER: 97621641 BUSINESS ADDRESS: STREET 1: LINCOLN NORTH STREET 2: 55 OLD BEDFORD RD CITY: LINCOLN STATE: MA ZIP: 01773 BUSINESS PHONE: 6172598833 MAIL ADDRESS: STREET 1: LINCOLN NORTH STREET 2: 55 OLD BEDFORD RD CITY: LINCOLN STATE: MA ZIP: 01773 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REGISTRY INC CENTRAL INDEX KEY: 0001012123 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 042920563 STATE OF INCORPORATION: MA FISCAL YEAR END: 0628 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 189 WELLS AVE CITY: NEWTON STATE: MA ZIP: 02159 BUSINESS PHONE: 6175276886 MAIL ADDRESS: STREET 1: 189 WELLS AVE CITY: NEWTON STATE: MA ZIP: 02159 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 RENAISSANCE SOLUTIONS, INC. ________________________________________________________________ (Name of issuer) Common Stock, par value $.0001 per share ________________________________________________________________ (Title of class of securities) 759924103 _________________________________ (CUSIP number) G. Drew Conway The Registry, Inc. 189 Wells Avenue Newton, MA 02159 (617) 527-6999 _______________________________________________________________________________ (Name, address and telephone number of person authorized to receive notices and communications) May 19, 1997 ______________________________________________________ (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. Page 1 of 14 Pages *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 of 14 Pages 13D CUSIP No. 759924103 Page 3 of 14 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS The Registry, Inc. No S.S. or IRS Identification Number 04-2920563 - -------------------------------------------------------------------------------- (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF -------------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 3,559,857 OWNED BY -------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON -------------------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,559,857 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 759924103 Page 4 of 14 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Rain Acquisition Corp. No S.S. or IRS Identification Number - -------------------------------------------------------------------------------- (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ---------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWEREACH PERSON 0 WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,559,857 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 759924103 Page 5 of 14 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS G. Drew Conway S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ###-##-#### - -------------------------------------------------------------------------------- (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF -------------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 3,559,857 OWNED BY -------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON -------------------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,559,857 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER ------------------- This statement on Schedule 13D relates to the common stock, par value $.0001 per share (the "Common Stock"), of Renaissance Solutions, Inc. (the "Issuer"). The Issuer is a Delaware corporation with its principal executive offices located at 55 Old Bedford Road, Lincoln, Massachusetts 01773. ITEM 2. IDENTITY AND BACKGROUND ----------------------- (a) The names of the persons filing this statement are, G. Drew Conway ("Conway") President and Chief Executive Officer and 49% stockholder of The Registry, Inc., a Massachusetts corporation ("Registry"), Registry and Rain Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Registry ("Sub" and together with Conway and Registry, the "Filing Persons"). The filing of this statement by Conway shall not be construed as an admission that he is the beneficial owner of any securities covered by this statement and he expressly disclaims any such beneficial interest. (b) The address of the principal business and principal office of the Filing Persons is 189 Wells Avenue, Newton, Massachusetts 02159. (c) Sub was incorporated solely for the purpose of merging with and into Issuer, and has no other business. Set forth in Schedule A is the name, citizenship, business or residence address, and present principal occupation or employment, as well as the name and address of any corporation or other organization in which such occupation or employment is conducted, of each of the directors and executive officers of Sub, as of the date hereof. Registry's principal business is information technology consulting services. Set forth in Schedule B is the name, citizenship, business or residence address, and present principal occupation or employment, as such occupation or employment is conducted, of each of the directors and executive officers of Registry, as of the date hereof. (d) Conway is the President and Chief Executive Officer of Registry. During the last five years, none of the Filing Persons, nor, to the knowledge of the Filing Persons, any person named in either Schedule A or Schedule B, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (e) During the last five years, none of the Filing Persons, nor to the knowledge of the Filing Persons, any person named in either Schedule A or Schedule B, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 6 of 14 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 19, 1997, among Registry, Sub, and the Issuer, and subject to the conditions set forth therein (including approval by the stockholders of the Issuer and Registry and approvals of applicable regulatory authorities), Sub will be merged with and into the Issuer (the "Merger"), and each share of Common Stock (except as otherwise provided in the Merger Agreement) will be converted into the right to receive 0.80 shares of common stock of Registry. Concurrently with the execution and delivery of the Merger Agreement, Registry and Sub entered into a Stockholder Agreement with each of O. Bruce Gupton, David A. Lubin, Melissa E. Norton, The David A. Lubin Children's Trust, The Pine Point Foundation, Henry M. Lasker, The Harry M. Lasker Children's Trust, and The Red Farm Charitable Trust (collectively, the "Stockholders"), pursuant to which, among other things, the Stockholders, severally and not jointly, have agreed to vote the shares of Common Stock then owned, currently or thereafter acquired, in favor of the Merger and have granted to Sub an irrevocable proxy (coupled with an interest) to vote such shares of Common Stock in favor of the Merger. The description of the Merger Agreement, the Stockholder Agreement, and the Registration Rights Agreement contained in this Schedule 13D are qualified in their entirety by reference to such agreements, copies of which appear as Exhibits 1, 2, and 3 hereto, respectively. ITEM 4. PURPOSE OF TRANSACTION ---------------------- (a)-(b) The purpose of the transaction is to facilitate the approval of the Merger by the stockholders of the Issuer. (c)-(i) Not applicable. (j) Other than as described above, the Filing Persons currently have no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D (although the Filing Persons reserve the right to develop such plans). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ (a)-(b) As a result of the Stockholder Agreement, the Filing Persons may be deemed to be the beneficial owners of 3,559,857 shares of Common Stock. Based upon information contained in the most recently available filing by the Issuer with the Securities and Exchange Commission (the "SEC"), such shares constitute approximately 37.6% of the issued and outstanding shares of Common Stock. Page 7 of 14 To the knowledge of the Filing Persons, no shares of Common Stock are beneficially owned by any of the persons named in either Schedule A or Schedule B. (c) Neither the Filing Persons, nor, to the knowledge of the Filing Persons, any person named in either Schedule A or Schedule B, has effected any transaction in the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT --------------------------------------------------------------------- TO SECURITIES OF THE ISSUER --------------------------- Pursuant to the Merger Agreement and Stockholder Agreement, Registry and the Stockholders also entered into a Registration Rights Agreement dated as of May 19, 1997 which appears as Exhibit 3 hereto. Other than the Merger Agreement, the Stockholder Agreement, and the Registration Rights Agreement, to the best knowledge of the Filing Persons, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- Exhibit Description - ------- --------- 1. Agreement and Plan of Merger, dated as of May 19, 1997, among The Registry, Inc., Rain Acquisition Corp., and Renaissance Solutions, Inc. is incorporated herein by reference to the Registry's current report on Form 8-K, Exhibit 2.1, as filed with the SEC on May 23, 1997. 2. Stockholder Agreement, dated as of May 19, 1997, among The Registry, Inc., Rain Acquisition Corp. and the Stockholders is incorporated herein by reference to the Registry's current report on Form 8-K, Exhibit 10.1, as filed with the SEC on May 23, 1997. 3. Registration Rights Agreement, dated as of May 19, 1997, among The Registry, Inc. and the Stockholders is incorporated 4. herein by reference to the Registry's current report on Form 8- K, Exhibit 10.2, as filed with the SEC on May 23, 1997 . Page 8 of 14 4. Joint Filing Agreement between The Registry, Inc. and Rain Acquisition Corp. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Dated: May 27, 1997 RAIN ACQUISITION CORP. By: /s/ G. Drew Conway --------------------- Name: G. Drew Conway Title: President THE REGISTRY, INC. By: /s/ G. Drew Conway ---------------------- Name: G. Drew Conway Title: President By: /s/ G. Drew Conway ---------------------- Name: G. Drew Conway Page 9 of 14 Schedule A ---------- DIRECTORS AND EXECUTIVE OFFICERS OF RAIN ACQUISITION CORP. The name, business address and title with Rain Acquisition Corp., and present principal occupation or employment, of each of the directors and executive officers of Rain Acquisition Corp. are set forth below. Except as indicated, each person's business address is 189 Wells Avenue, Newton, Massachusetts 02159. Each person listed below is a citizen of the United States. Board of Directors ------------------ Present Principal Name and Title Occupation -------------- ----------------- G. Drew Conway, Director, Chief Executive Officer and President, President The Registry, Inc. Robert E. Foley, Director, Vice Chief Financial Officer, The President and Treasurer Registry, Inc. Richard L. Bugley, Director, Vice General Counsel, The Registry, Inc. President and Secretary Page 10 of 14 Schedule B ---------- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRY, INC. The name, business address and title with Registry, and present principal occupation or employment, of each of the directors and executive officers of Registry are set forth below. Except as indicated, each person's business address is 189 Wells Avenue, Newton, Massachusetts 02159. Each person listed below is a citizen of the United States. Name and Title Present Principal Occupation -------------- ---------------------------- G. Drew Conway, President, Chief President, Chief Executive Officer Executive Officer and Director and Director, The Registry, Inc. Robert E. Foley, Chief Financial Chief Financial Officer and Officer and Treasurer Treasurer, The Registry, Inc. Mark W. Biscoe, Vice President, Vice President, Northeast Region, The Northeast Region Registry, Inc. Christopher T. Cain, Vice President, Vice President, Southwest Region, The Southwest Region Registry, Inc. Anthony F. Carusone, Vice President, Vice President, Southeast Region, The Southeast Region Registry, Inc. Christopher B. Egizi, Vice President, Vice President, Midwest Region, The Midwest Region Registry, Inc. James F.J. McKee, Vice President, Vice President, Western Region, The Western Region Registry, Inc. Martin E. Goober, Vice President Vice President, Operations, The Operations Registry, Inc. David E. Jackson, Vice President, Vice President, Network Systems Network Systems Consulting Practice Consulting Practice, The Registry, Inc. Robert P. Badavas, Director President and Chief Executive Officer, Cerulean Technology, Inc. Page 11 of 14 Paul C. O'Brien, Director President, The O'Brien Group, Inc. Page 12 of 14 Exhibit Index -------------
Exhibit Description Page - ------- ----------- ---- 1. Agreement and Plan of Merger, dated as of May * 19, 1997, among The Registry, Inc., Rain Acquisition Corp., and Renaissance Solutions, Inc. is incorporated herein by reference to the Issuer's current report on Form 8-K, Exhibit 2.1, as filed with the SEC on May 23, 1997. 2. Stockholder Agreement, dated as of May 19, * 1997, among The Registry, Inc., Rain Acquisition Corp. and the Stockholders is incorporated herein by reference to the Issuer's current report on Form 8-K, Exhibit 2.2, as filed with the SEC on May 23, 1997. 3. Registration Rights Agreement, dated as of May * 19, 1997, among The Registry, Inc. and the Stockholders is incorporated herein by reference to the Issuer's current report on Form 8-K, Exhibit 2.3, as filed with the SEC on May 23, 1997. 4. Joint Filing Agreement between G. Drew Conway The 13 Registry, Inc. and Rain Acquisition Corp
Page 13 of 14 EX-4 2 JOINT FILING AGREEMENT Exhibit 4 --------- Joint Filing Agreement ---------------------- In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock of Renaissance Solutions, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. Dated: May 27, 1997 RAIN ACQUISITION CORP. By: /s/ G. Drew Conway ------------------------ Name: G. Drew Conway Title: President THE REGISTRY, INC. By: /s/ G. Drew Conway ------------------------ Name: G. Drew Conway Title: President /s/ G. Drew Conway ------------------------ Name: G. Drew Conway Page 14 of 14 -----END PRIVACY-ENHANCED MESSAGE-----