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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 26, 1996
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THE REGISTRY, INC.
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(Exact name of registrant as specified in charter)
MASSACHUSETTS 0-28192 04-2920563
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
189 Wells Avenue, Newton, MA 02159 02159
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 527-6886
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This is page 1 of 3 pages.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
On December 10, 1996, The Registry, Inc. (the "Registrant") filed a Current
Report on Form 8-K with the Securities and Exchange Commission (the
"Commission") which described the Registrant's acquisition by merger of each of
Application Resources, Inc. and Shamrock Computer Resources, Ltd. The Report
indicated that the financial statements required by Rule 3-05 of Regulation S-X
and the pro forma financial information required by Article 11 of Regulation S-X
will be filed by the Registrant in an amendment to its Report on Form 8-K. This
Report on Form 8-K/A files such financial statements.
Financial Statements of the Acquired Businesses
(a) The required financial statements with respect to both of the acquired
businesses referred to in Item 2 of the Report are set forth on pages F-26
through F-72 in Amendment No. 1 the Registrant's registration statement
on Form S-1 (File No. 333-19991), as filed with the Commission on January
30, 1997 and are hereby incorporated by reference.
(b) The Registrant's consolidated financial statements on pages F-2 through
F-25 in Amendment No. 1 to the Registrant's registration statement on Form
S-1 (File No. 333-19991) contain combined financial information of the
Registrant and both of the acquired businesses and, accordingly, no
separate pro forma presentation is required under Article 11 of Regulation
S-X of the Securities Act of 1933, as amended. Such consolidated financial
statements are hereby incorporated by reference.
(c) Exhibits:
2.1 Agreement and Plan of Merger dated October 30, 1996 among The
Registry, Inc., Application Resources, Inc. and ARI Acquisition
Corp.*
2.2 Agreement and Plan of Merger dated November 26, 1996 among The
Registry, Inc., Shamrock Computer Resources, Ltd. and SCR Acquisition
Corp.*
2.3 Agreement to furnish copies of omitted annexes, schedules and
exhibits to the ARI Merger Agreement and the SCR Merger Agreement.*
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of Ernst & Young LLP, independent accountants.
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*Previously filed.
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23.3 Consent of Graves, McKenna, Lundeen & Almquist, P.L.L.P., independent
accountants.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to its Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
THE REGISTRY, INC.
By: /s/ Robert E. Foley
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Name: Robert E. Foley
Title: Chief Financial Officer
Date: February 7, 1997
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this current Report on
Form 8-K/A of The Registry, Inc. of our report dated July 26, 1996, except as to
Note 4 which is as of November 27, 1996, relating to the consolidated financial
statements of The Registry, Inc. appearing on page F-2 of The Registry, Inc.'s
Amendment No. 1 to the Registration Statement on Form S-1 (No. 333-19991) dated
January 30, 1997 (the "Registration Statement"). We also consent to the
incorporation by reference in this Report on Form 8-K/A of our report dated
January 6, 1997 relating to the financial statements of Application Resources,
Inc. appearing on page F-26 of the Registration Statement. We also consent to
the incorporation by reference in this Report on Form 8-K/A of our report dated
January 24, 1997 relating to the financial statements of the Consulting Services
Division of The Application Group, Inc. appearing on page F-49 of the
Registration Statement. We also consent to the incorporation by reference in
this Report on Form 8-K/A of our report dated December 20, 1996 relating to the
financial statements of Shamrock Computer Resources, Ltd. appearing on page F-55
of the Registration Statement.
Price Waterhouse LLP
Boston, Massachusetts
January 29, 1997
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Report on Form 8-
K/A of our report dated January 24, 1997 relating to the financial statements of
Application Resources, Inc. appearing on page F-39 of The Registry, Inc.'s
Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-19991).
Ernst & Young LLP
San Francisco, California
February 6, 1997
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Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Report on Form 8-
K/A of our report dated December 13, 1996 relating to the financial statements
of Shamrock Computer Resources, Ltd. appearing on page F-64 of The Registry,
Inc.'s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-
19991).
Graves, McKenna, Lundeen & Almquist, P.L.L.P.
Minneapolis, Minnesota
February 5, 1997
