<PAGE>
As filed with the Securities and Exchange Commission on August 12, 1997
File No. 333-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
THE REGISTRY, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2920563
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
189 Wells Avenue
Newton, Massachusetts 02159
(Address of principal executive offices, including zip code)
--------------------------
RENAISSANCE SOLUTIONS, INC. 1997 STOCK INCENTIVE PLAN
RENAISSANCE SOLUTIONS, INC. 1995 EQUITY INCENTIVE PLAN
RENAISSANCE SOLUTIONS, INC. 1995 DIRECTOR STOCK OPTION PLAN
--------------------------
(Full title of the plan)
Richard L. Bugley, Esq.
General Counsel
The Registry, Inc.
189 Wells Avenue
Newton, Massachusetts 02159
(617) 527-6886
--------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration
per share(1) price(1) fee(2)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value
Total 2,692,524 (2) $118,012,766 $35,762
==========================================================================================
</TABLE>
/(1)/ Estimated solely for the purposes of determining the registration fee.
/(2)/ Outstanding options on the date hereof have an average exercise price of
$36.07 and a maximum aggregate offering price of $36,503,278, the
registration fee payable with respect to such outstanding options is
$11,062. There are 1,668,608 shares available for grant under the 1995
Equity Incentive Plan and the 1995 Director Stock Option Plan at option
exercise prices still to be determined. For the purposes of determining
the registration fee in respect thereof, the maximum per share and
aggregate offering prices for these shares have been determined, pursuant
to Rule 457(h) of the Securities Act of 1933, on the basis of the average
of the high and low prices of the Common Stock reported on the Nasdaq
National Market System on August 11, 1997. The registration fee for the
right to receive 1,680,608 shares The Registry, Inc. Common Stock not yet
subject to options under the Equity Plan, the Director Plan, or the
Renaissance Solutions, Inc. 1997 Stock Incentive Plan is $24,700. The
total registration payable in respect to the shares registered hereunder
is $35,762.
Exhibit Index on page II-5;
Page 1 of 11 pages.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Registry, Inc. (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:
(i) Prospectus filed on June 24, 1997 relating to the Registrant's
Registration Statement on Form S-4 (333-29755).
(ii) Quarterly Reports on Form 10-Q for the quarters ended September
28, 1996, December 28, 1996, and March 29, 1997.
(iii) Current Reports on Form 8-K and 8-K/A filed with the Commission on
December 10, 1996, January 17, 1997, February 7, 1997, May 23,
1997, July 16, 1997 and August 11, 1997.
(iv) The description of the Company's Common Stock contained in its
registration statement on Form 8-A, File No. 0-28192.
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this registration statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed incorporated herein by
reference from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Massachusetts General Laws, Chapter 156B, Section 67, empowers a
Massachusetts corporation to indemnify any person in connection with any action,
suit or proceeding brought or threatened by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation or was
serving as such with respect to another corporation or other entity at the
request of such corporation, unless such person shall have been adjudicated in
any proceeding not to have acted in good faith in the reasonable belief that
such action was in the best interests of the Company. The Company's Restated
Articles of Organization, as amended and restated, contains provisions that
require the Company to indemnify its directors and officers to the fullest
extent permitted by Massachusetts law.
II-1
<PAGE>
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
4.1. Restated Articles of Organization of Registrant (incorporated by
reference to Exhibit 3.1. of the Registrant's Registration Statement on
Form S-1, File No. 333-19991).
4.2. Amended and Restated By-laws of Registrant (incorporated by reference to
Exhibit 3.2. of the Registrant's Registration Statement on Form S-1,
File No. 333-19991).
5. Opinion of Ropes & Gray.
23.1. Consent of Price Waterhouse LLP.
23.2. Independent Auditor's Consent Deloitte & Touche LLP.
23.3. Consent of Ernst & Young LLP.
23.4. Consent of Graves, McKenna, Lundeen & Almquist, P.L.L.P.
23.5. Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to
this registration statement).
24. Power of Attorney (included on signature page).
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement, (i)
to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, (ii) to reflect in the prospectus any facts
or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof),
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement,
and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs (a)(1)(i)
-----------------
and (a)(1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
II-2
<PAGE>
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newton, The Commonwealth of Massachusetts, on
this 30th day of July, 1997.
THE REGISTRY, INC.
By: /s/ G. Drew Conway
------------------------------------------
Name: G. Drew Conway
Title: President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
Pursuant to the requirement of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes and constitutes Robert E. Foley, Richard L. Bugley and
Keith F. Higgins, and each of them singly, his true and lawful attorneys with
full power to them, and each of them singly, to sign for him and in his name in
the capacities indicated below any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith, and he hereby ratifies and
confirms his signature as it may be signed by said attorneys, or any of them, to
any and all such amendments.
Signature Capacity in Which Signed Date
- ----------- ------------------------ ----
/s/ G. Drew Conway
- --------------------- President, Chief Executive July 30, 1997
G. Drew Conway Officer and Director of the
Company (principal
executive officer)
/s/ Robert E. Foley
- --------------------- Chief Financial Officer and July 30, 1997
Robert E. Foley Treasurer (principal financial
and accounting officer)
/s/ Paul C. O'Brien
- --------------------- Director July 30, 1997
Paul C. O'Brien
/s/ Robert P. Badavas
- --------------------- Director July 30, 1997
Robert P. Badavas
II-4
<PAGE>
EXHIBIT INDEX
Number Title of Exhibit Page
- ------ ---------------- ----
4.1. Certificate of Incorporation
of Registrant (incorporated
by reference to Exhibit
3.1. of the Registrant's
Registration Statement on
Form S-1, File No. 333-
19991).
4.2. By-laws of Registrant
(incorporated by reference
to Exhibit 3.3. of the
Registrant's Registration
Statement on Form S-1,
File No. 333-19991).
5. Opinion of Ropes & Gray. 6
23.1. Consent of Price 7
Waterhouse LLP.
23.2. Independent Auditor's consent
Deloitte & Touche LLP 8
23.3. Consent of Ernst & Young LLP. 9
23.4 Consent of Graves, McKenna,
Lundeen & Almquist, P.L.L.P. 10
23.5. Consent of Ropes & Gray
(contained in the opinion filed as
Exhibit 5 to this registration
statement).
24. Power of Attorney (included on
signature page).
II-5
<PAGE>
Exhibit 5
Ropes & Gray
One International Place
Boston, Massachusetts 02110
August 12, 1997
The Registry, Inc.
189 Wells Avenue
Newton, Massachusetts 02159
Re: The Registry, Inc.
------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of 2,692,524 shares of Common Stock, no par value (the "Shares"),
of The Registry, Inc., a Massachusetts corporation (the "Company").
We have acted as counsel for the Company and are familiar with the action
taken by the Company in connection with the Renaissance Solutions, Inc. 1997
Stock Incentive Plan, Renaissance Solutions, Inc. 1995 Equity Incentive Plan,
and Renaissance Solutions, Inc. 1995 Director Stock Option Plan (collectively
the "Plans"). For purposes of this opinion we have examined the Plans and such
other documents, records, certificates and other instruments as we have deemed
necessary.
We express no opinion as to the applicability of compliance with or effect
of Federal law or the law of any jurisdiction other than The Commonwealth of
Massachusetts.
Based on the foregoing, we are of the opinion that the shares have been
duly authorized and, when the Shares have been issued and sold and consideration
received therefor by the Company in accordance with the terms of the Plans, the
Shares will be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to this
Registration Statement.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
II-6
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 26, 1996, except as to Note 4
which is as of November 27, 1996, appearing on page F-2 of The Registry, Inc.'s
Registration Statement on Form S-4 (333-29755).
PRICE WATERHOUSE LLP
Boston, Massachusetts
August 12, 1997
II-7
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration
statement on Form S-8 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 acquisiton as a pooling-of-
interests) on the consolidated financial statements of Renassaince Solutions,
Inc. appearing in Amendment No. 1. on Form 10-K/A to the Annual Report on Form
10-K of Renassance 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).
DELOITTE & TOUCHE LLP
Boston, Massachusetts
August 8, 1997
II-8
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 for the registration of shares relating to Renaissance
Solutions, Inc. stock plans, of our report dated January 24, 1997 appearing on
page F-27 of The Registry, Inc.'s Registration Statement on Form S-4 (No. 333-
29755) with respect to the financial statements and financial statement schedule
of Application Resources, Inc. as of and for the year ended December 31, 1995
and for the three month period ended December 31, 1994.
ERNST & YOUNG LLP
San Francisco, California
July 31, 1997
II-9
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 13, 1996 appearing on page F-
28 of The Registry, Inc.'s Registration Statement on Form S-4 (No. 333-29755).
GRAVES, MCKENNA, LUNDEEN & ALMQUIST, P.L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
Minneapolis, Minnesota
July 30, 1997
II-10
