<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
The Registry, Inc.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________
[_] Fee paid previously with preliminary materials.
________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________
(3) Filing Party:
________________________________________________________________________
(4) Date Filed:
________________________________________________________________________
<PAGE>
[The Registry Letterhead]
[LOGO]
December 10, 1997
To Our Stockholders:
You are cordially invited to attend a special meeting of the stockholders of
The Registry, Inc. (the "Company"), which will be held on Tuesday, December 30,
1997 at the offices of Ropes & Gray, One International Place, 36th Floor,
Boston, Massachusetts at 10:00 a.m. (local time).
At this meeting you are being asked to vote on a proposal to amend the
Restated Articles of Organization, as amended, to change the corporate name of
the Company to "Renaissance Worldwide, Inc."
Please read the enclosed proxy statement, which describes the proposal and
presents other important information. When you have finished reading the
statement, please promptly mark, sign, and return your proxy card in the
enclosed envelope to ensure that your shares will be represented at the special
meeting.
Sincerely yours,
/s/ G. Drew Conway
G. DREW CONWAY
President and Chief Executive Officer
<PAGE>
THE REGISTRY, INC.
189 WELLS AVENUE
NEWTON, MASSACHUSETTS 02159
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
December 30, 1997
Notice is hereby given that a Special Meeting of Stockholders of The Registry,
Inc. (the "Company") will be held at the offices of Ropes & Gray, One
International Place, 36th Floor, Boston, Massachusetts at 10:00 a.m. (local
time), on Tuesday, December 30, 1997 for the following purposes:
1. To amend the Company's Restated Articles of Organization to change the
corporate name to "Renaissance Worldwide, Inc."
2. To transact any other business that may properly come before the meeting
or any adjournment(s) thereof.
Stockholders of record at the close of business on December 5, 1997 are
entitled to notice of and to vote at the meeting.
If you are unable to be present personally, please sign and date the enclosed
proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
Richard L. Bugley
Clerk
Newton, Massachusetts
December 10, 1997
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. PLEASE SIGN
AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING IN PERSON.
<PAGE>
THE REGISTRY, INC.
------------------
Special Meeting of Stockholders
December 30, 1997
PROXY STATEMENT
The enclosed proxy is solicited by and on behalf of the Board of Directors of
The Registry, Inc. ("The Registry" or the "Company") to be voted at the Special
Meeting of Stockholders (the "Meeting") to be held at the offices of Ropes &
Gray, One International Place, 36th Floor, Boston, Massachusetts at 10:00 a.m.
(local time), on Tuesday, December 30, 1997 or at any adjournment or
adjournments thereof. A proxy may be revoked by a stockholder at any time before
it is voted by (i) returning to the Company another properly signed proxy
bearing a later date, (ii) otherwise delivering a written revocation to the
Clerk of the Company or (iii) attending the Meeting or any adjourned session
thereof and voting the shares covered by the proxy in person. Shares represented
by the enclosed form of proxy properly executed and returned, and not revoked,
will be voted at the Meeting by the persons named in the proxy for the proposal
set forth below.
The expense of soliciting proxies will be borne by the Company. In addition
to the solicitation of proxies by use of the mails, the Company may use the
services of its officers and regular employees (who will receive no compensation
in addition to their regular salaries) to solicit proxies personally and by
telephone and telegram from brokerage houses and other stockholders. The
Company will reimburse brokers and other persons for their reasonable charges
and expenses in forwarding soliciting materials to their principals.
In the absence of contrary instructions, the persons named as proxies will
vote in accordance with the intentions stated below. If no instructions are
indicated, such shares of common stock, no par value, of the Company (the
"Common Stock") will be voted in favor of the proposal hereinafter described.
Holders of record of shares of Common Stock at the close of business on December
5, 1997 are entitled to receive notice of and to vote at the Meeting. As of that
date, the Company had issued and outstanding 25,037,963 shares of Common Stock.
Each such share of Common Stock is entitled to one vote on each matter to come
before the Meeting.
Consistent with state law and the Company's by-laws, a majority of the shares
entitled to be cast on a particular matter, present in person or represented by
proxy, constitutes a quorum as to such matter. Votes cast by proxy or in person
at the Meeting will be counted by the person appointed by the Company to act as
the election inspector for the Meeting. The proposal hereinafter described
requires the approval of a majority of the outstanding shares of Common Stock.
Abstentions and broker-nonvotes (i.e., shares represented at the meeting held by
---
brokers or nominees as to which (i) instructions have not been received from the
beneficial
<PAGE>
owners or persons entitled to vote, (ii) the broker nominee does not have
discretionary voting power on the particular matter) will have the effect of a
vote against the proposal.
If a quorum of stockholders is not represented at the Meeting or any
adjournment(s) thereof, or if a quorum is present yet sufficient votes in favor
of the proposal are not received by the time of the Meeting, then prior to any
vote on the proposal the persons named as proxies will propose one or more
adjournments of the Meeting, and further solicitation of proxies may be made.
Any such adjournment(s) may be effected by a majority of the votes cast in
person or by proxy on the question at the session of the Meeting to be
adjourned. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the proposal. They
will vote against any such adjournment(s) those proxies required to be voted
against the proposal.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes thereto set forth certain information with
respect to the beneficial ownership of the Company's Common Stock as of December
5, 1997 by (i) each person who is known to the Company to beneficially own more
than 5% of the outstanding shares of Common Stock of the Company, (ii) each of
the Chief Executive Officer and the four other most highly paid executive
officers of the Company in fiscal 1997 (collectively, the "Named Executive
Officers") and each director of the Company, and (iii) all executive officers
and directors of the Company as a group. Except as otherwise indicated, each of
the stockholders named below has sole voting and investment power with respect
to the shares of Common Stock beneficially owned.
<TABLE>
<CAPTION>
NAME OF DIRECTORS, NAMED EXECUTIVE SHARES BENEFICIALLY PERCENTAGE OF
OFFICERS AND 5% STOCKHOLDERS OWNED (1) OUTSTANDING SHARES
- ------------------------------------------ ---------------------- ----------------------
<S> <C> <C>
G. Drew Conway (2)
President, Chief Executive Officer
and Class III Director................. 6,997,560(3) 27.9%(3)
Robert P. Badavas
Class I Director....................... 15,000(4) *
Paul C. O'Brien
Class II Director...................... 15,000(4) *
Mark W. Biscoe
Vice President, Northeast Region....... 22,800(5) *
Anthony F. Carusone
Vice President, Southeast Region....... 20,302(5) *
James F.J. McKee
Vice President, Western Region......... 26,900(5) *
Robert E. Foley
Chief Financial Officer and Treasurer.. 22,076(4) *
Terry L. Hunter........................... 2,986,290(6) 11.9%
Putnam Investments, Inc. (7).............. 1,728,632 6.9%
All directors and executive officers
as a group (6 persons)................ 7,729,914 30.9%
</TABLE>
- ---------------------
* Less than one percent
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission ("SEC") and includes voting or
investment power with respect to the shares. Shares of Common Stock subject
to options currently exercisable or exercisable within 60 days are deemed
outstanding for determining the share ownership and percentage of the
person holding such options, but are not deemed outstanding for determining
the percentage of any other person or group.
(2) c/o The Registry, Inc.
189 Wells Avenue
Newton, MA 02159
3
<PAGE>
(3) Includes (i) 2,200 shares of Common Stock held by trusts for the benefit of
Mr. Conway's children for which Mr. Conway serves as trustee, as to which
Mr. Conway disclaims beneficial ownership and (ii) 84,000 shares of Common
Stock held by the Conway Family Foundation, Inc. as to which Mr. Conway
disclaims beneficial ownership.
(4) Includes 10,000 shares of Common Stock issuable upon the exercise of
options currently exercisable or exercisable with 60 days.
(5) Includes 20,000 shares of Common Stock issuable upon the exercise of
options currently exercisable or exercisable with 60 days.
(6) The information reported is based on a Schedule 13D, dated December 5,
1997, filed with the SEC by Terry L. Hunter. Mr. Hunter's address is c/o
The Hunter Group, Inc., 100 East Pratt Street, Suite 1600, Baltimore, MD
21202.
(7) The information reported is based on a Schedule 13G, dated June 6, 1997,
filed with the SEC by Putnam Investments, Inc. ("PI"), Marsh & McLennan
Companies, Inc. ("MMC"), Putnam Investment Management, Inc. ("PIM") and The
Putnam Advisory Company, Inc. ("PAC"). PI is a registered investment
advisor, in which capacity it advises PIM and PAC and has shared voting
power with respect to 82,417 shares and shared dispositive power with
respect to 1,728,632 shares. PIM has shared dispositive power with respect
to 1,615,515 shares. PAC has shared voting power with respect to 82,417
shares and shared dispositive power with respect to 113,117 shares. MMC is
the parent holding company of PI. PI and MMC disclaim beneficial ownership
of such shares. PI's address is One Post Office Square, Boston, MA 02109.
APPROVAL OF AMENDMENT TO
RESTATED ARTICLES OF ORGANIZATION
GENERAL
The Board of Directors of the Company has approved, and recommends to the
shareholders of the Company, the authorization of an amendment to the Company's
Restated Articles of Organization, as amended (the "Restated Articles"), to
change the Company's corporate name from "The Registry, Inc." to "Renaissance
Worldwide, Inc."
The Company was founded in 1986 as a provider of information technology
(IT) consultants. Since its founding the Company has completed a number of
acquisitions, acquiring a number of businesses which perform network consulting,
management consulting and client/server system integration services. Because of
the Company's diversification beyond its IT consulting origins, the Board
believes it is time to adopt a name more descriptive of its expanded scope.
Recognizing that the Company has also enjoyed geographic expansion the Board
recommends the adoption of "Renaissance Worldwide, Inc." as the Company's new
name. The new name already enjoys some recognition in the marketplace.
Renaissance Solutions, Inc. was, before being acquired by the Company in July
1997, a public company providing management consulting and systems integration
services. Currently, "Renaissance Solutions, Inc." is the name of the Company's
management consulting and client/server systems integration services business.
Also, the Company's Renaissance Solutions, Inc. subsidiary has used a logo
incorporating the name "Renaissance" since 1992. The Company also anticipates
launching a marketing campaign to educate the marketplace regarding the name
4
<PAGE>
change, if such name change is approved. As a result, the Board believes that
even with the change, the general public will continue to distinctively identify
the Company, while at the same time recognize that the Company is broadening its
service offerings.
If the proposed amendment to the Restated Articles is authorized by the
stockholders, the change will become effective when articles of amendment are
filed with the Secretary of State of The Commonwealth of Massachusetts, which
would be expected to occur shortly after stockholder approval of the amendment.
Stock certificates of Common Stock would be retained by stockholders and would
not need to be exchanged for certificates containing the Company's new name.
PROPOSAL
The Board of Directors has approved and is submitting to stockholders for
their authorization an amendment to Article 1 of the Restated Articles, so that
as amended, Article 1 would read in its entirety as follows:
"1. The name by which the corporation shall be known is:
Renaissance Worldwide, Inc."
RECOMMENDATION
The Board believes that the proposal is in the best interests of the
Company and its stockholders. It is the intention of the persons named as
proxies to vote the shares to which the proxy relates to authorize the change in
corporate name as provided in the proposal described above. The change will not
take effect if the proposal is not approved.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
5
<PAGE>
THE REGISTRY, INC.
Proxy Solicited on Behalf of the Board of Directors of The Registry, Inc. for
a Special Meeting to be held December 30, 1997
PROXY
The undersigned appoints Robert E. Foley and Richard L. Bugley, and each of
them, as proxies, each with the power of substitution, and authorizes them to
represent and vote all shares of Common Stock of The Registry, Inc. held by the
undersigned at the Special Meeting of Stockholders to be held at the offices of
Ropes & Gray, One International Place, 36th Floor, Boston, Massachusetts 02110
at 10:00 a.m. (local time), on Tuesday, December 30, 1997, and at any
adjournments thereof for the purposes set forth on the reverse side. The
undersigned instructs such proxies or their substitutes to act on the matters as
specified by the undersigned, and authorizes such proxies to vote in such other
matters that may properly come before the meeting in the discretion of the proxy
so acting. All previously dated proxies given by the undersigned in respect to
said meeting are hereby revoked.
<PAGE>
[x] Please mark voted as in this example.
1. To amend the Company's Restated Articles of Organization, as amended, to
change the corporate name of The Registry, Inc. to "Renaissance Worldwide,
Inc."
FOR AGAINST WITHHELD
[ ] [ ] [ ]
2. To transact any other business that may property come before the meeting or
any adjournment thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE
AT LEFT [ ]
Note: Please sign exactly as name
appears on this card and date. Where
shares are held jointly, both holders
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If corporation, please sign in
full corporate name and indicate the
signer's office. If a partnership, sign
in partnership name.
Signature:_______________ Date:________ Signature:______________ Date:__________
