<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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): July 31, 1997
-------------
THE REGISTRY, INC.
------------------------------------------------
(Exact name of registrant as specified in charter)
MASSACHUSETTS 0-28192 04-2920563
------------- ------- ----------
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
189 Wells Avenue, Newton, MA 02159
---------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 527-6886
--------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This is page 1 of 5 pages.
Exhibit Index appears on page 4.
<PAGE>
ITEM 2. ACQUISITION OF ASSETS
On July 31, 1997, pursuant to an Agreement and Plan of Merger dated May 19,
1997 (the "Renaissance Merger Agreement") among the Registrant, Renaissance
Solutions, Inc., a Delaware corporation ("Renaissance") and Rain Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of the Registrant
("Rain Acquisition"), the Registrant acquired Renaissance through the merger of
Rain Acquisition with and into Renaissance. Pursuant to the Renaissance Merger
Agreement, each outstanding share of Renaissance capital stock was converted
into the right to receive 0.80 shares of the Registrant's common stock. The
Registrant also assumed outstanding Renaissance stock options ("Renaissance
Stock Options") which were converted into options for the Registrant's common
stock on the same conversion ratio. Immediately prior to the merger, there were
9,573,204 shares of Renaissance Common Stock and 1,364,895 Renaissance Stock
Options outstanding. The amount and nature of the consideration was determined
by arms-length negotiation among the parties.
The foregoing description is qualified in its entirety by reference to the
Renaissance Merger Agreement, a copy of which is incorporated herein by
reference as Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Financial Statements of the Acquired Business
(a) The required financial statements with respect to the acquired
business referred to in Item 2 of the Report are incorporated by
reference from the Registrant's registration statement on Form S-4
(File No. 333-29755), as filed with the Commission on June 24, 1997
and are hereby incorporated by reference.
(b) The required pro forma financial information with respect to the
acquired business referred to in Item 2 of the Report are incorporated
by reference from the Registrant's registration statement on Form S-4
(File No. 333-29755), as filed with the Commission on June 24, 1997
and are hereby incorporated by reference.
(c) Exhibits:
2.1 Agreement and Plan of Merger dated May 19, 1997 among The Registry,
Inc., Renaissance Solutions, Inc. and Rain Acquisition Corp.
(Incorporated by reference from the Registrant's Current Report on
Form 8-K dated May 23, 1997.)
23.1 Consent - Deloitte & Touche LLP, Independent Auditors.
-2-
<PAGE>
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.
THE REGISTRY, INC.
By: /s/ Robert E. Foley
-----------------------------
Name: Robert E. Foley
Title: Chief Financial
Officer and Treasurer
Date: August 11, 1997
-3-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibits Page
- ----------- ----------------------- ----
23.1 Consent - Deloitte & Touche LLP, 5
Independent Auditors.
-4-
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Current Report on Form
8-K of the Registry, Inc. of our report dated February 28, 1997 (which expresses
an unqualified opinion and includes an explanatory paragraph relating to the
accounting for an acquisition as a pooling-of-interests) on the consolidated
financial statements of Renaissance Solutions, Inc. appearing in Amendment No. 1
on Form 10-K/A to the Annual Report on Form 10-K of Renaissance Solutions, Inc.
for the year ended December 31, 1996 which report was incorporated by reference
in the registration statement on Form S-4 of The Registry, Inc. (File No.
333-29755).
We also consent to the incorporation by reference in the registration
statement on Form S-8 of The Registry, Inc. (File No. 333-17565) of our report
dated February 28, 1997 (which expresses an unqualified opinion and includes an
explanatory paragraph relating to the accounting for an acquisition as a
pooling-of-interests) on the consolidated financial statements of Renaissance
Solutions, Inc. appearing in Amendment No. 1 on Form 10-K/A to the Annual Report
on Form 10-K of Renaissance Solutions, Inc. for the year ended December 31,
1996, which report was incorporated by reference in the registration statement
on Form S-4 of The Registry, Inc. (File No. 333-29755), which registration
statement is incorporated by reference in this current Report on Form 8-K.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
August 8, 1997
