<PAGE>
As filed with the Securities and Exchange Commission on November 6, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
RENAISSANCE WORLDWIDE, 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 Number)
189 WELLS AVENUE
NEWTON, MASSACHUSETTS 02159
(617) 527-6886
(Address, of principal executive offices, including zip code)
RICHARD L. BUGLEY, Esq.
Vice President and General Counsel
Renaissance Worldwide, Inc.
189 Wells Avenue
Newton, Massachusetts 02159
(617) 527-6886
(617) 527-6999 (Fax)
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
----------------------------------------------------
Please send copies of all communications to:
KEITH F. HIGGINS, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
(617) 951-7000
(617) 951-7050 (Fax)
Approximate date of commencement of proposed sale to the public: From time to
time after the effectiveness of the Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement under the earlier effective
registration statement for the same offering. [_]
If this form is a post effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Proposed maximum Proposed maximum Amount of
Title of each class Amount to offering price aggregate offering registration
securities to be registered be registered per share(1) price(1) fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock -- No Par Value 1,555,096 $8.6875 $13,509,897 $3,756
=======================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. The maximum price
per share information is based on the average of the high and the low sale
prices of Renaissance Worldwide, Inc. common stock, no par value per share,
reported on the Nasdaq National Market System on November 3, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE +
+ MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH +
+ THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS +
+ NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO +
+ BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS PROHIBITED. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS SUBJECT TO COMPLETION
NOVEMBER 6, 1998
RENAISSANCE WORLDWIDE, INC.
COMMON STOCK
1,555,096 SHARES
-----------------------
Certain stockholders of Renaissance Worldwide, Inc. listed below are
offering and selling 1,555,096 shares of Renaissance common stock under this
prospectus.
The selling stockholders obtained their shares of Renaissance common stock
during the past year when Renaissance acquired their companies. Some or all of
the selling stockholders expect to sell their shares promptly after the date of
this Prospectus. The selling stockholders may offer their shares in public
transactions on the Nasdaq National Market at prevailing market prices or in
negotiated private transactions at negotiated prices. If any selling
stockholder offers the shares in an underwritten transaction, the selling
stockholder will provide the purchaser with a supplemental prospectus describing
the underwriting arrangements.
Renaissance common stock is listed on the Nasdaq National Market with the
ticker symbol: "REGI." On November 3, 1998, the closing price of one share of
Renaissance common stock on the Nasdaq National Market was $8.3125.
================================================================================
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENCE.
================================================================================
-----------------------
The date of this Prospectus is November 6, 1998.
<PAGE>
THE COMPANY
The Company provides integrated business and technology consulting services
around the world. We maintain offices in the United States, Europe and the Asia-
Pacific region. The Company is organized into three business units based upon
its principal service categories: strategy, solutions and services. The Strategy
Business Unit provides management consulting services. The Solutions Business
Unit provides information technology solutions design, implementation and
integration services. The Services Business Unit provides information technology
professionals on a contract basis to organizations with complex information
technology needs and operations.
Our principal executive offices are located at 189 Wells Avenue, Newton,
Massachusetts 02159 and our telephone number is (617) 527-6886.
RISK FACTORS
The following risk factors should be considered carefully in addition to
the other information in this Prospectus before purchasing the Common Stock
offered by this Prospectus. Except for the historical information contained
in this Prospectus, the discussion in this Prospectus contains certain
forward-looking statements that involve risks and uncertainties. The cautionary
statements made in this Prospectus should be read as being applicable to all
related forward-looking statements wherever they appear in this Prospectus. The
Company's actual results could differ materially from those discussed here.
Important factors that could cause or contribute to such differences include
those discussed below, as well as those discussed elsewhere in this Prospectus.
Ability to Manage Growth. The Company's business has grown significantly
in recent years as a result of both acquisitions and internal growth. This
growth has placed significant demands on the Company's managerial and other
resources. The Company's ability to manage its growth effectively will require
it to continue to improve its operating, financial and other internal systems,
as well as its business development capabilities, and to train, motivate and
manage an increasing number of employees. These challenges may present
themselves in a number of ways. For example, as a result of its acquisitions,
the Company currently relies upon several different financial reporting systems
to monitor its financial performance. These multiple systems are both
inefficient and difficult to operate. The Company is implementing a new single
financial reporting system to better monitor the financial performance of its
business units. If the Company fails to implement this system effectively or if
it experiences complications transitioning to the new system, it could adversely
affect the Company's ability to manage its business, which in turn could
adversely affect the Company's operating results and its stock price.
-2-
<PAGE>
Risks Associated with Acquisitions and Integration of Acquired Businesses.
The Company has completed more than twenty acquisitions in the last two years
and acquisitions continue to be an important part of its growth strategy.
Acquisitions, however, inherently involve certain risks, including the risk that
an acquired business will not generate anticipated revenues or earnings or that
it will have unknown or undisclosed liabilities. Should any of these risks
prove true, the Company's business would be adversely affected.
In addition, the Company only receives the anticipated benefits from an
acquisition if it successfully integrates the business in a timely manner. This
integration requires substantial attention from management and difficulties
encountered in the integration process may have an adverse effect on the
Company's business. The failure to integrate acquired businesses carefully may
heighten the possibility that key employees of acquired businesses will leave
the Company, which in turn may further complicate the Company's integration
efforts. Also, the process of integrating an acquired business may interrupt
its business cycle or the business cycle of the Renaissance business unit into
which it is being integrated. The failure of the Company to successfully
integrate acquisitions because of these or other factors would adversely affect
the Company's business.
Need to Hire and Retain Qualified Professionals. The Company's business
and its future growth depends upon its ability to attract and retain an
increasing number of experienced and skilled employees, including management
consultants, IT professionals and IT project managers. Competition for these
professionals is intense as demand for their services generally exceeds their
availability. Despite the Company's best efforts, not all of its management and
IT consultants will be continually satisfied with the culture, compensation and
benefits that it offers. This problem can be particularly troublesome with
professionals of an acquired business who may have come from a corporate culture
that is different than the Company's. There is great mobility among the
employees that the Company needs to attract. Many of the Company's competitors
have substantially greater financial and other resources than the Company and
may offer more attractive compensation and benefits packages. If the Company
does not recruit, train and maintain a sufficient number of professional
personnel, the Company's business would be adversely affected.
Risks Associated with the Year 2000 Problem. The "Year 2000" problem arose
because many computer programs use only the last two digits to refer to a year.
The Company is engaged by some of its clients to evaluate and remedy the
client's Year 2000 problem. Many of the Company's engagements in this area are
integral to the client's operations and business. Despite its best efforts, due
to the complexity of the Year 2000 problem and its possible association with
critical client systems or processes, the Company may be liable to claims from
clients that the Company's work failed to properly evaluate or remedy the
client's Year 2000 problem. Any such claims, whether meritorious or not, may
adversely affect the Company's business.
-3-
<PAGE>
Project Risks. Many of the Company's engagements involve projects that
are mission critical to the operations of its customers' businesses and which
involve the development of leading-edge software applications. Despite its best
efforts, the Company may not always be able to fully satisfy a customer's
expectations and not all of these leading-edge software applications will always
work as expected. Customer dissatisfaction in certain circumstances could
affect the willingness of that client to pay the Company for its services, which
would result in a financial loss on that project and might also damage the
Company's reputation and negatively affect its ability to attract new business.
In addition, the Company often alters a project to accommodate a change in
client objectives, in response to unanticipated but welcomed capabilities or in
response to unwelcome challenges. Although the Company generally seeks fee
-4-
<PAGE>
adjustments when the scope of a project is changed, it may not always be
successful in obtaining an adjustment as large as the one it seeks. To the
extent that projects are extended or enlarged without corresponding changes in
fee schedules, the Company's business would be adversely affected.
Risk of International Operations. As a result of several acquisitions, the
Company recruits consultants and generates a portion of its revenues from
outside the United States. The Company believes that its international
operations will continue to grow. Foreign operations are subject, however, to
special risks that can adversely affect sales and profits. These risks include:
<TABLE>
<S> <C>
. currency exchange rate fluctuations . tariff and trade barriers
. labor strikes . immigration laws and regulations
. political and economic disruptions . potentially adverse tax consequences
. changes in government policies and . exchange controls
regulatory requirements
</TABLE>
Dependence on Key Clients; Price Reduction Agreements; Terminability of
Client Arrangements. Although none of the Company's clients accounts for more
than 5% of the Company's revenues, the successive loss of one or more of the
Company's significant clients may adversely affect the Company's business. In
addition, the Company occasionally provides large clients with reduced prices
for its services to retain a desired volume of business or to obtain a preferred
vendor status with these clients. As a result, the Company may face strong
pricing pressures from these clients. Further, in virtually all cases a client
can terminate the Company's services agreements on short notice and without any
penalty. If a number of these cancellations were to occur in a short time
period, the Company's business and operating results would be adversely affected
in the short run.
Dependence on Key Personnel. The Company's continued growth depends on a
number of key executive and technical personnel. In particular, the Company is
highly dependent on the continued service of its founder, President and Chief
Executive Officer, Mr. G. Drew Conway. The loss of Mr. Conway, or any other key
employee, could adversely affect the Company's business. The Company maintains a
split dollar key man life insurance policy on Mr. Conway.
Concentration of Ownership. Approximately 37% of the Company's Common
Stock is held by executives of the Company, including 24.6% which is held by
Mr. Conway and 11.7% which is held by Terry L. Hunter, President of The Hunter
Group, Inc., a wholly-owned subsidiary of the Company ("The Hunter Group").
As a result, Messrs. Conway and Hunter would be able to significantly
influence any matter requiring stockholder approval. In addition, this
concentration of ownership could have the effect of making it difficult for a
third party to acquire control of the Company and may discourage third parties
from attempting to do so. Finally, future sales of substantial amounts of
-5-
<PAGE>
Common Stock by Mr. Conway or Mr. Hunter, or the potential for such sales, could
adversely affect the prevailing market price of the common stock.
Dependence on PeopleSoft. The Hunter Group has a very close commercial
relationship with PeopleSoft, a provider of ERP software products, and a
substantial proportion of The Hunter Group's revenue is derived from this
relationship. As a result, The Hunter Group, and therefore the Company, is in
part dependent on PeopleSoft's marketing efforts and continued success. Any
adverse change in The Hunter Group's commercial relationship with PeopleSoft
could adversely affect The Hunter Group's ability to provide services to
existing or potential clients. Any changes in the vendor-sponsored programs in
which The Hunter Group participates or any deterioration in the relationship
between The Hunter Group and PeopleSoft may result in the loss of vendor
certifications, or a reduction in the number of client referrals or other vendor
actions, any of which could adversely affect The Hunter' Group's business and
thereby the Company's business.
Rapid Technological Change. The Company's success depends in part on its
ability to develop information technology solutions that keep pace with
continuing changes in information technology, evolving industry standards and
changing client requirements. In addition, the Company's business may be
adversely affected by the development of technologies that may render the
Company's technologies and solutions obsolete or uncompetitive.
Potential Decrease in Services After the Year 2000. As the year 2000
approaches, many potential clients are evaluating their legacy systems and must
decide whether to repair or replace existing applications that have Year 2000
operability issues. Although the Company believes that these evaluations are
increasing the demand for the Company's evaluation and remedial services, the
demand for these services will necessarily dissipate as Year 2000 issues are
resolved. Given the lack of precedent for an issue of this magnitude, the
Company's ability to accurately forecast the effect of this issue on quarter-to-
quarter revenue achievement is limited and the Company's failure to estimate
this forecast accurately could have an adverse affect on the Company's business.
Government Regulation of Immigration. Each year the Company hires IT
professionals who are foreign nationals working in the United Stated under H-1B
permits. Under current law, there is a fixed annual number of H-1B visas
available for issuance and once this limit has been reached the Company is
unable to retain the services of additional foreign nationals until additional
H-1B visas are made available in the next fiscal year. The inability by the
Company to hire as many foreign nationals under H-1B visas may adversely affect
the business of the Company.
Fluctuations in Operating Results; Seasonality. The Company's operating
results may fluctuate from quarter to quarter as a result of many different
factors, including the number, significance, mix and timing of client projects,
the number of business days in a particular period, and general economic
conditions. As the Company's Solutions Group continues to grow
-6-
<PAGE>
and as this unit contributes a greater percentage of the Company's revenues, the
Company expects that it may experience greater variability in its quarterly
operating results. In particular, the Company tends to experience a certain
amount of seasonality in the fourth quarter due to the increased number of
holidays in that quarter.
Fluctuations in the General Economy. Demand for IT consulting services
will be affected by the general health of the domestic and international
economies. Some of the Company's clients may reduce capital expenditures
relating to information technology if they suffer slowdowns in their businesses
due to a general slowing of the economy. This reduction in capital spending may
require some of the Company's clients to delay or cancel information technology
projects that the Company had been engaged to manage or on which the Company's
consultants may have been staffed. Fluctuations in the general economy which
adversely impact the capital expenditure or other budgets of the Company's
clients may adversely affect the Company's business.
Competition. The market for information technology services and
management consulting services includes a large number of competitors,
experiences rapid changes and is highly competitive. The Company's competitors
include "Big Five" accounting firms, systems consulting and integration firms,
application software development firms, services divisions of computer equipment
companies and general management consulting companies. Moreover, the Company
often competes with the internal resources of its clients. The competitive
nature of the Company's marketplaces creates pricing pressures which may
adversely affect the Company's business.
SELECTED CONSOLIDATED FINANCIAL DATA
During the Company's fiscal year ended June 28, 1997 and the six-month
transition period ended December 27, 1997, the Company acquired Application
Resources, Inc. ("ARI"), Shamrock Computer Resources, Ltd. ("SCR"), Renaissance
Solutions, Inc. ("RSI") and The Hunter Group ("Hunter") in transactions
accounted for as poolings of interest. In the second quarter of fiscal 1998, the
Company acquired Triad Data, Inc. ("Triad") and Neoglyphics Media Corporation
("Neoglyphics") in transactions also accounted for as poolings of interest. Each
of the acquired companies had a fiscal year that ended in December. The
Statement of Operations Data and Balance Sheet Data for the Company's fiscal
years presented below give effect to these acquisitions by combining their
financial position as of the date shown and their results of operations for the
twelve months ended on that date with those of the Company, as shown in the
following table. For the transition period, the Statement of Operations Data and
Balance Sheet Data reflect the results of operations for the six months ended
December 27, 1997 and the financial position on that date for all the companies.
-7-
<PAGE>
<TABLE>
<CAPTION>
RENAISSANCE ARI SCR RSI HUNTER TRIAD NEOGLYPHICS
------------- ---------------- ------------- ------------- ------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fiscal 1993.. May 31, 1993 -- Dec. 31, 1993 Dec. 31, 1993 Dec. 31, 1992 Dec. 31, 1993 --
Fiscal 1994.. May 31, 1994 Dec. 31, 1994(a) Dec. 31, 1994 Dec. 31, 1994 Dec. 31, 1993 Dec. 31, 1994 --
Fiscal 1995.. June 24, 1995 Dec. 31, 1995 Dec. 31, 1995 Dec. 31, 1995 Dec. 31, 1994 Dec. 31, 1995 Dec. 31, 1995(b)
Fiscal 1996.. June 29, 1996 June 30, 1996 June 30, 1996 Dec. 31, 1996 Dec. 31, 1995 Dec. 31, 1996 Dec. 31, 1996
Fiscal 1997.. June 28, 1997 June 30, 1997 June 30, 1997 June 30, 1997 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1997
</TABLE>
(a) ARI commenced operations as a separate entity on October 1, 1994. The
results of operations for 1994 include the three months ended December 31,
1994.
(b) Neoglyphics commenced operations as a separate entity in February 1995. The
results of operations for 1995 include the 11 months ended December 31,
1995.
-8-
<PAGE>
The following table sets forth, on the basis described above, certain
selected consolidated financial data of the Company. The selected consolidated
financial data should be read in conjunction with ''Managements Discussion and
Analysis of Financial Condition and Results of Operations'' and the Consolidated
Financial Statements and Notes thereto incorporated by reference into this
report from Form 8-K filed on November 5, 1998.
<TABLE>
<CAPTION>
May 31, Transition Six Months Ended
------------------- Period --------------------
June 24, June 29, June 28, December 27, June 28, June 27,
1993 1994 1995(1)(2) 1996(2)(5) 1997(2)(4) 1997 1997 1998
------- -------- --------- --------- --------- -------- -------- --------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue.................... $72,544 $123,447 $221,957 $333,063 $489,833 $320,119 $270,625 $371,831
Cost of revenue............ 55,470 88,703 156,913 232,496 342,422 215,695 189,811 246,461
------- -------- -------- -------- -------- -------- -------- --------
Gross profit............... 17,074 34,744 65,044 100,567 147,411 104,424 80,814 125,370
Selling, general and
administrative expenses... 17,107 27,031 50,344 76,794 108,642 81,686 62,443 96,662
Acquisition-related
expenses (3).............. -- -- -- 3,524 8,268 17,961 (400) 6,904
------- -------- -------- -------- -------- -------- -------- --------
Income (loss) from
operations................ (33) 7,713 14,700 20,249 30,501 4,777 18,771 21,804
Interest and other income
(expense), net............ (350) (901) (804) (773) 3,267 (678) 757 (1,932)
------- -------- -------- -------- -------- -------- -------- --------
Income (loss) before
taxes...................... (383) 6,812 13,896 19,476 33,768 4,099 19,528 19,872
Provision for income
taxes...................... 283 619 3,607 7,456 16,594 8,330 7,720 14,848
------- -------- -------- -------- -------- -------- -------- --------
Net income (loss).......... $ (666) $ 6,193 $ 10,289 $ 12,020 $ 17,174 $ (4,231) $ 11,808 $ 5,024
======= ======== ======== ======== ======== ======== ======== ========
Net income (loss) per
share -- basic............ $(0.02) $0.17 $0.25 $0.28 $0.34 $(0.08) $ 0.22 $ 0.09
Weighted average common
shares outstanding --
basic..................... 35,643 36,027 40,776 42,885 50,495 54,537 52,961 55,205
Net income (loss) per
share -- diluted.......... $(0.02) $0.17 $0.24 $0.26 $0.31 $(0.08) $ 0.21 $ 0.09
Weighted average common
and potential common
shares outstanding --
diluted................... 35,643 36,749 43,013 46,862 54,607 54,537 56,131 58,430
Distributions.............. $ 206 $ 530 4,372 2,958 $ 3,465 $ 925 $ 2,000 $ --
BALANCE SHEET DATA:
Cash and cash equivalents.. $ 399 $ 3,222 $ 8,067 $ 64,507 $ 30,013 $ 19,956 $ 30,013 $ 6,801
Working capital............ 2,214 7,842 26,958 113,147 134,023 75,411 134,023 85,165
Total assets............... 16,898 36,747 75,835 168,024 256,921 316,177 256,921 361,424
Total debt, including
current portion........... 8,852 13,469 25,016 11,198 12,021 49,928 12,021 71,394
Stockholders' equity....... 2,649 10,670 33,346 123,743 197,092 193,895 197,092 215,380
</TABLE>
(1) Renaissance changed its fiscal year end from May 31 to the last Saturday
in June, effective with the fiscal year ended June 24, 1995. Accordingly,
the June 1994 results are not included in the data presented above.
(2) Statement of Income Data for the years ended June 24, 1995, June 29, 1996
and June 28, 1997 are for 52, 53 and 52 weeks, respectively.
(3) Represents transaction and other related costs associated with acquisitions
accounted for as poolings of interests.
(4) In August 1996, ARI received a settlement of $1.6 million from its
insurance company for payment of defense costs and related expenses
associated with certain litigation. This amount, less related expenses, has
been included in interest and other income (expense), net, in the Statement
of Operations Data above.
(5) In conjunction with the renegotiation of Renaissance's lease with a real
estate trust of which Mr. Conway is the sole beneficiary and an officer of
the Company is the trustee (the ''Realty Trust''), the accounts of the
Realty Trust have been consolidated with those of Renaissance, commencing
September 19, 1995. See Note 15 to Consolidated Financial Statements.
USE OF PROCEEDS
All net proceeds from the sale of the Renaissance shares will go to the
stockholders who offer and sell them. Renaissance will not receive any proceeds
from this offering.
-9-
<PAGE>
SELLING STOCKHOLDERS
The selling stockholders acquired their shares of Renaissance common stock
from the Company in exchange for an equity interest in a business that the
Company acquired. Each of the selling stockholders is a party to a registration
rights agreement in which the Company agreed to register a portion of their
Renaissance shares upon their request and to use its best efforts to keep the
registration statement effective for ninety (90) days, or until all of the
registered Renaissance shares are sold, whichever comes first. Registration of
these shares does not necessarily mean that the selling stockholders will sell
all or any of the shares.
The material relationships between the selling stockholders and Renaissance
are as follows: Alex Zoghlin formerly was the chief technology officer of
Neoglyphics Media Corporation and Gilbert Zoghlin formerly was the chief
executive officer of Neoglyphics Media Corporation, a wholly-owned subsidiary of
the Company. Melissa Moore, Wendy Berger Shapiro and Nathan Schrenk are
employees of Neoglyphics. Harley Lippman formerly was the President of Triad
Data, Inc., a wholly-owned subsidiary of the Company. In addition, one or more
of the selling stockholders may donate or transfer as gifts some or all of their
Renaissance shares, or may transfer their shares for no value to other
beneficial owners. The selling stockholders will include these donees or
transferees as selling stockholders in a prospectus supplement if the donees or
transferees wish to use this prospectus to re-offer the shares.
The shares listed below represent all of the shares that each selling
stockholder currently beneficially owns, the number of shares each of them may
offer and the number of shares each of them will own after the offering assuming
they sell all of the shares. Their percentage ownership in the Company is shown
in parentheses next to the number of shares:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY
SELLING AND OWNERSHIP PERCENTAGE SHARES BEING OWNED AND OWNERSHIP
STOCKHOLDER PRIOR TO OFFERING (1) OFFERED PERCENTAGE AFTER OFFERING (1)
- -------------------------- ------------------------- ------------ -----------------------------
<S> <C> <C> <C>
Harley Lippman 2,440,920(4.3%) 500,000 1,940,920(3.5%)
Alex Zoghlin (2) 1,001,965(1.8%) 495,272 506,693(*)
Gilbert Zoghlin (2) 799,548(1.4%) 394,064 405,484(*)
Melissa Moore (2) 101,208(*) 50,604 50,604(*)
Wendy Berger Shapiro (2) 60,725(*) 30,362 30,363(*)
Dale Zoghlin (2) 40,483(*) 20,241 20,242(*)
Malia Zoghlin (2) 40,483(*) 20,241 20,242(*)
Ryan Zoghlin (2) 40,483(*) 20,241 20,242(*)
Nathan Schrenk (2) 25,302(*) 24,071 1,231(*)
</TABLE>
(1) Assumes that all of the shares held by the selling stockholder and being
offered under this prospectus are sold, and that the selling stockholders
acquire no additional shares of common stock before the completion of this
offering.
(2) There are no agreements, commitments or undertakings with respect to the
voting or disposition of the securities.
(*) Less than one percent.
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<PAGE>
PLAN OF DISTRIBUTION
The Company is registering the shares on behalf of the selling
stockholders. "Selling stockholders", as used in this prospectus, includes
donees and pledgees selling shares received from a named selling stockholder
after the date of this prospectus. The selling stockholders may offer their
Renaissance shares at various times in one or more of the following
transactions:
. in the over-the-counter market;
. in private transactions other than in the over-the-counter market;
. in connection with short sales of the Renaissance shares;
. by pledge to secure debts and other obligations;
. in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions
in standardized or over-the-counter options; or
. in a combination of any of the above transactions.
The selling stockholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The selling stockholders may use broker-dealers to sell their shares. If
this happens, broker-dealers will either receive discounts or commissions from
the selling stockholders, or they will receive commissions from purchasers of
shares for whom they acted as agents.
Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of that Rule.
-11-
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. The Company's SEC filings are also
available to the public from the SEC's Website at "http://www.sec.gov."
The SEC allows the Company to "incorporate by reference" the information it
files with them, which means that it can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and the information that the
Company files later with the SEC will automatically update and supersede this
information. The Company incorporates by reference the documents listed below
and any future filings we will make with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934:
1. The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 28, 1998 and June 27, 1998 filed with the Commission on May
12, 1998 and August 11, 1998 respectively;
2. The Company's Transition Annual Report on Form 10-K for the 6-month
period ended December 27, 1997 as filed with the Commission on March
27, 1998 except for Item 8, Financial Statements and Schedules which
have been restated to reflect the poolings of interest transactions
with Neoglyphics Media Corporation and Triad Data, Inc. See Form 8-K as
filed with the Commission on November 5, 1998 for restated financial
statements;
3. The Company's Proxy Statement as filed with the Commission on
April 24, 1998; and
4. The Company's Current Reports on Form 8-K as filed with the Commission
on April 15, 1998, June 5, 1998, June 15, 1998 and November 5, 1998.
You may request a copy of these filings, at no cost, by writing or
telephoning the Company at the following address:
Renaissance Worldwide, Inc.
189 Wells Avenue
Newton, Massachusetts 02159
Attention: Investor Relations
(617) 527-6886
This prospectus is part of a registration statement that the Company filed
with the SEC. You should rely only on the information or representations
provided in this prospectus. Neither the Company nor any of the selling
stockholders have authorized anyone to provide you with different information.
The selling stockholders are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.
-12-
<PAGE>
LEGAL OPINIONS
For the purpose of this offering, Ropes & Gray, Boston, Massachusetts, is
giving its opinion on the validity of the shares.
EXPERTS
The consolidated financial statements of Renaissance Worldwide, Inc.
incorporated in this Prospectus by reference to the Company's filing on Form 8-K
dated November 5, 1998, except as they relate to Shamrock Computer Resources,
Ltd. for the year ended December 31, 1995, Renaissance Solutions, Inc. as of
December 31, 1996 and for each of the two years then ended, The Hunter Group,
Inc. as of December 31, 1995 and 1996 and for each of the three years ended
December 31, 1996, Triad Data, Inc., as of December 31, 1996 and 1997 and for
the three years then ended and Neoglyphics Media Corp. as of December 31, 1997
and for the year then ended, have been audited by PricewaterhouseCoopers LLP,
independent accountants. Such financial statements have been so included in
reliance on the reports of such independent accountants given on the authority
of such firms as experts in auditing and accounting.
The financial statements of Shamrock Computer Resources, Ltd. for the year
ended December 31, 1995, not separately presented in the Form 8-K, have been
audited by Graves, McKenna, Lundeen & Almquist PLLP, independent accountants,
whose report thereon appears in the Form 8-K. Such financial statements, to the
extent they have been included in the financial statements of Renaissance
Worldwide, Inc., have been so included in reliance on their report given on the
authority of said firm as experts in auditing and accounting.
The financial statements of Renaissance Solutions, Inc. as of
December 31, 1996 and for the two years then ended, not separately presented in
the Form 8-K, have been audited by Deloitte & Touche LLP, independent
accountants, whose report thereon appears in the Form 8-K. Such financial
statements, to the extent they have been included in the financial statements of
Renaissance Worldwide, Inc., have been so included in reliance on their report
given on the authority of said firm as experts in auditing and accounting.
The financial statements of The Hunter Group, Inc. as of December 31, 1995
and 1996 and for the three years ended December 31, 1996, not separately
presented in the Form 8-K, have been audited by PricewaterhouseCoopers,
independent accountants, whose report thereon appears in the Form 8-K. Such
financial statements, to the extent they have been included in the financial
statements of Renaissance Worldwide, Inc., have been so included in reliance on
their report given on the authority of said firm as experts in auditing and
accounting.
The financial statements of Triad Data, Inc. as of December 31, 1996 and
1997 and for the three years then ended, not separately presented in the
Form 8-K, have been audited by Goldstein, Golub, Kessler LLP, independent
accountants, whose report thereon appears in the Form 8-K. Such financial
statements, to the extent they have been included in the financial statements of
Renaissance Worldwide, Inc., have been so included in reliance on their report
given on the authority of said firm as experts in auditing and accounting.
The financial statements of Neoglyphics Media Corporation as of
December 31, 1997 and for the year then ended, not separately presented in the
Form 8-K, have been audited by Katch Tyson & Company, independent accountants,
whose report thereon appears in the Form 8-K. Such financial statements, to the
extent they have been included in the financial statements of Renaissance
Worldwide, Inc., have been so included in reliance on their report given on the
authority of said firm as experts in auditing and accounting.
-13-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following statement sets forth the estimated amounts of expenses to be
borne by the Company in connection with the offering described in this
Registration Statement:
Securities and Exchange Commission
Registration Fee $ 3,756
Legal Fees and Expenses $20,000
Miscellaneous Expenses $15,000
Total Expenses $38,756
ITEM 15. 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.
ITEM 16. EXHIBITS
5. Opinion of Ropes & Gray re: validity of shares.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Graves, McKenna, Lundeen & Almquist, PLLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of PricewaterhouseCoopers LLP.
23.5 Consent of Katch, Tyson and Company.
23.6 Consent of Goldstein Golub Kessler LLP.
23.7 Consent of Ropes & Gray (included in the opinion filed as
Exhibit 5.).
24.1 Power of Attorney (included as part of signature page filed
herewith).
-14-
<PAGE>
ITEM 17. UNDERTAKINGS.
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 (other than as provided
in the proviso and instructions to Item 512(a) of Regulation S-K) (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act"); (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 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.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment 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.
(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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
-15-
<PAGE>
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 in the successful defense of any action, suit or proceeding) is asserted
by such officer, director 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 of whether or not such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
-16-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 5th day of November, 1998.
RENAISSANCE WORLDWIDE, INC.
By: /s/ G. Drew Conway
-------------------------------------
G. Drew Conway
President and Chief Executive Officer
-17-
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Renaissance Worldwide, Inc.,
hereby severally constitute Robert E. Foley, Richard L. Bugley and Keith F.
Higgins, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement filed herewith and any
and all amendments to said Registration Statement (including post-effective
amendments), and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Renaissance Worldwide, Inc. to
comply with the provisions of the Securities Act of 1933, and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Witness our hands on the date set forth below.
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ G. Drew Conway President, Chief Executive November 5, 1998
- ---------------------- Officer, Chairman of the Board,
G. Drew Conway and Director
/s/ Robert E. Foley Chief Financial Officer and November 5, 1998
- ---------------------- Treasurer
Robert E. Foley
/s/ Terry L. Hunter Director November 5, 1998
- ----------------------
Terry L. Hunter
/s/ Robert P. Badavas Director November 5, 1998
- ----------------------
Robert P. Badavas
/s/ Paul C. O'Brien Director November 5, 1998
- ----------------------
Paul C. O'Brien
-18-
<PAGE>
EXHIBIT INDEX
-------------
NUMBER TITLE OF EXHIBIT PAGE
- ------ ---------------- ----
5. Opinion of Ropes & Gray re: validity of shares
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Graves, McKenna, Lundeen & Almquist, PLLP
23.3 Consent of Deloitte & Touche, LLP
23.4 Consent of PricewaterhouseCoopers LLP
23.5 Consent of Katch, Tyson & Company
23.6 Consent of Goldstein Golub Kessler LLP
23.7 Consent of Ropes & Gray (included in the opinion filed
as Exhibit 5.)
24.1 Power of Attorney (included as part of signature page filed
herewith)
<PAGE>
Exhibit 5.
----------
[ROPES & GRAY LETTERHEAD APPEARS HERE]
November 6, 1998
Ladies and Gentlemen:
This opinion is rendered to you in connection with the Registration
Statement on Form S-3 of Renaissance Worldwide, Inc. (the "Company") to be
filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Registration Statement"), covering the offering
and possible future sale by certain holders of 1,555,096 shares of common
stock of the Company (the "Common Stock").
We have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement. For purposes of this
opinion, we have examined and relied upon such documents, records,
certificates and other instruments as we have deemed necessary. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals and the conformity to originals of all documents submitted to us
as copies.
We express no opinion as to the laws of any jurisdiction other than those
of The Commonwealth of Massachusetts and the federal laws of the United
States of America.
For purposes of this opinion, we have examined and relied upon the
information set forth in the Registration Statement and such other
documents and records that we have deemed necessary.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the Commonwealth of Massachusetts.
2. The shares of Common Stock have been duly authorized and validly
issued and are fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Company's Registration Statement relating to the Common Stock to be filed
with the Securities and Exchange Commission under the Securities Act of
1933, as amended. We consent to the filing of this opinion with and as a
part of the Registration Statement and the use of our name therein.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Renaissance
Worldwide, Inc. of our report dated February 12, 1998, except as to the "Stock
Split and Authorized Shares" section of Note 10 which is as of March 24, 1998
and as to the poolings of interests of Neoglyphics Media Corporation and Triad
Data, Inc. which are as of April 27, 1998 which appears on page 14 of Form 8-K
of Renaissance Worldwide, Inc. dated November 5, 1998. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 5, 1998
<PAGE>
Exhibit 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Renaissance Worldwide, Inc. of our report on Shamrock
Computer Resources, Ltd. for the year ended December 31, 1995, dated
December 13, 1996, which appears on page 15 of Form 8-K of Renaissance
Worldwide, Inc. dated November 5, 1998. We also consent to the reference to us
under the heading "Experts" and in such Registration Statement on Form S-3.
Graves, McKenna, Lundeen & Almquist, PLLP
Minneapolis, Minnesota
November 5, 1998
<PAGE>
Exhibit 23.3
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Renaissance Worldwide, Inc. of our report which
expresses an unqualified opinion and includes an explanatory paragraph relating
to the accounting for an acquisition as a pooling-of-interests on Renaissance
Solutions, Inc. and its subsidiaries as of December 31, 1996 and for the two
years in the period ended December 31, 1996 dated February 28, 1997 which
appears on page 16 of Form 8-K of Renaissance Worldwide, Inc. dated November 5,
1998. We also consent to the reference to us under the heading "Experts" and in
such Registration Statement on Form S-3.
Deloitte & Touche LLP
Boston Massachusetts
November 5, 1998
<PAGE>
EXHIBIT 23.4
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-3 of Renaissance Worldwide, Inc. of our report on The Hunter
Group, Inc. and Subsidiaries as of December 31, 1995 and 1996 and for each of
the three years in the period ended December 31, 1996, dated February 14, 1997,
except for Note 3 as to which the date is September 30, 1997, and Note 11, as to
which the date is November 26, 1997, which appears on page 17 of Form 8-K of
Renaissance Worldwide, Inc. dated November 5, 1998. We also consent to the
reference to our firm under the caption "Experts" in such registration
statement on Form S-3.
PricewaterhouseCoopers LLP
Baltimore, Maryland
November 5, 1998
<PAGE>
Exhibit 23.5
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration on Form
S-3 of Renaissance Worldwide, Inc. of our report, dated March 12, 1998, on
Neoglyphics Media Corporation as of December 31, 1997 and for the year then
ended, which appears on page 18 of Form 8-K of Renaissance Worldwide, Inc. dated
November 5, 1998. We also consent to the reference to us under the heading
"Experts" and in such Registration Statement on Form S-3.
Katch, Tyson & Company
November 5, 1998
<PAGE>
Exhibit 23.6
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Renaissance Worldwide, Inc. of our report on Triad
Data, Inc. as of December 31, 1997 and 1996 and for the years then ended, dated
February 27, 1998 which appears on page 19 of Form 8-K of Renaissance
Worldwide, Inc. dated November 5, 1998. We also consent to the reference to us
under the heading "Experts" and in such Registration Statement on Form S-3.
Goldstein Golub Kessler LLP
November 5, 1998
