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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT TO THE 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, 1997
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RENAISSANCE WORLDWIDE, INC.
(formerly 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
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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 9 pages.
Exhibit Index appears on page 4.
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Item 7. Financial Statements and Exhibits.
On December 11, 1997, 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 The Hunter Group, Inc. The
report indicated that the pro forma financial information required by Article 11
of Regulation S-X would be filed by an amendment to such filing. This Report on
Form 8-K/A files such information.
Financial Statements of the Acquired Businesses
(a) The required financial statements for the three years ended
December 31, 1996 and the nine month period ending September 30,
1997 with respect to the acquired business have been previously
filed.
(b) The required pro forma financial information with respect to the
acquired business are included herewith.
(c) Exhibits:
2.1 Agreement and Plan of Merger dated November 15, 1997 among The
Registry, Inc., The Hunter Group, Inc. and Gatherer Acquisition
Corp.*
2.2 Agreement to furnish copies of omitted annexes, schedules and
exhibits to the Hunter Merger Agreement.*
23.1 Consent of Coopers & Lybrand, L.L.P.*
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* Previously filed.
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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.
RENAISSANCE WORLDWIDE INC.
By: /s/ Richard L. Bugley
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Name: Richard L. Bugley
Title: Vice President and General Counsel
Date: February 9, 1998
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EXHIBIT INDEX
Exhibit No. Description of Exhibits Page
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2.1 Agreement and Plan of Merger dated November 15,
1997 (the "Merger Agreement") among The Registry,
Inc., The Hunter Group, Inc. and Gatherer Acquisition
Corp.*
2.2 Agreement to furnish copies of omitted annexes,
schedules and exhibits to the Merger Agreement.*
23.1 Consent of Coopers & Lybrand L.L.P.*
* Previously filed as an identically numbered exhibit to the Registrant's
Current Report on Form 8-K, dated November 26, 1997 and filed with the
Securities and Exchange Commission on December 11, 1997.
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<PAGE>
INTRODUCTION TO
PRO FORMA UNAUDITED COMBINED CONDENSED FINANCIAL STATEMENTS
The following pro forma unaudited combined condensed financial statements
give effect to the mergers of Renaissance Worldwide, Inc. ("RWI"), formerly The
Registry, Inc., with Renaissance Solutions, Inc. ("Renaissance") and The Hunter
Group, Inc. ("Hunter") in transactions to be accounted for as poolings-of-
interests. The pro forma unaudited combined condensed balance sheet presents the
combined financial position of RWI, Renaissance and Hunter as of September 27,
1997 assuming that the merger with Hunter had occurred as of that date based
upon the historical balance sheet data of RWI (already merged with Renaissance
as of July 31, 1997) and Hunter at September 27, 1997 and September 30, 1997,
respectively. Upon consummation of the merger with Renaissance, Renaissance's
December 31 fiscal year end was conformed to RWI's last Saturday in June year
end, beginning in the year ended June 28, 1997. Subsequent to the merger with
Renaissance, RWI's fiscal year end was changed to the last Saturday in December.
Upon consummation of the merger with Hunter, Hunter's December 31 fiscal year
end was conformed to RWI's new fiscal year end beginning in the transition
period ended December 27, 1997. The pro forma unaudited combined condensed
statement of income gives effect to the mergers with Renaissance and Hunter by
combining the results of operations of RWI for the three months ended September
27, 1997 with the results of operations of Renaissance and Hunter for the
comparable periods on a pooling-of-interests basis. The pro forma unaudited
combined condensed statement of income gives effect to the merger with
Renaissance by combining the results of operations of RWI for the years ended
June 24, 1995, June 29, 1996 and June 28, 1997 with the results of operations of
Renaissance for the years ended December 31, 1995, December 31, 1996 and June
28, 1997, respectively, on a pooling-of-interests basis. The results of
operations for the six months ended December 31, 1996 (reflecting revenue of
$28,215,000 and net loss of $154,000) have therefore been included in two
periods and have been deducted in determining combined retained earnings at
September 27, 1997. The pro forma unaudited combined condensed statement of
income gives effect to the merger with Hunter by combining the results of
operations of RWI for the years ended June 24, 1995, June 29, 1996, and June 28,
1997 with the results of operations of Hunter for the years ended December 31,
1994, December 31, 1995 and December 31, 1996, respectively, on a pooling-of-
interests basis. The results of operations for the six months ended June 28,
1997 (reflecting revenue of $26,927,000 and net loss of $807,000) have therefore
been omitted from the combined results of operations and have been added into
the combined retained earnings at September 27, 1997. These unaudited pro forma
combined condensed financial statements should be read in conjunction with the
historical consolidated financial statements and notes thereto of RWI,
Renaissance and Hunter on file with the Securities and Exchange Commission.
RWI completed three acquisitions in the three months ended September 27,
1997 which have been accounted for as purchases. RWI paid total consideration
of $36.4 million for these entities with contingent consideration of up to 9.2
million which may be payable over the next four years. The primary assets
recorded as a result of these acquisitions were accounts receivable and
goodwill. RWI does not consider these three acquisitions to be significant to
its consolidated financial position or results of operations for the periods
presented above, and, accordingly, has not included the financial results of
such acquired entities in the accompanying pro forma unaudited combined
condensed financial statements.
The accompanying pro forma unaudited combined condensed statement of income
is not necessarily indicative of future results of operations or of the results
of operations which would have actually occurred had the above transactions
occurred at the beginning of the earliest period presented.
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Renaissance Worldwide, Inc.
Renaissance Solutions, Inc.
The Hunter Group
Pro Forma Unaudited Combined Condensed Balance Sheet
September 27, 1997
<TABLE>
<CAPTION>
RWI, including
Renaissance Hunter Adjustments Total
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<S> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 6,852 $ 891 $ 7,743
Marketable securities 12,434 - 12,434
Accounts receivable, net 113,669 16,824 130,493
Notes receivable 1,677 - 1,677
Deferred income taxes 2,743 - 2,743
Other current assets 4,683 761 5,444
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Total current assets 142,058 18,476 - 160,534
Fixed assets, net 18,393 1,181 19,574
Notes receivable from officers 123 - 123
Other assets 86,674 259 86,933
Deferred income taxes 136 - 136
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Total assets $ 247,384 $ 19,916 $ - $ 267,300
=================== ===================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Line of credit $ 10,987 $ 5,171 $ 16,158
Current portion of long-term debt 853 180 1,033
Accounts payable 4,710 4,083 8,793
Accrued salaries and wages 12,768 2,066 14,834
Other accrued expenses 27,446 6,785 6,500 40,731
Accrued income taxes 607 356 (180) 783
Deferred income taxes 947 1,003 1,950
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Total current liabilities 58,318 19,644 6,320 84,282
Deferred income taxes 1,323 - 1,323
Long-term debt 2,281 179 2,460
Other liabilities 535 - 535
Stockholders' equity
Preferred stock - - -
Common stock 4,703 1 4,704
Additional paid in capital 159,885 202 160,087
Notes receivable from stockholders (226) (250) (476)
Retained earnings 20,632 135 (6,320) 14,447
Unrealized gain on investments 24 - 24
Cumulative translation adjustment (91) 5 (86)
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Total stockholders' equity 184,927 93 (6,320) 178,700
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$ 247,384 $ 19,916 $ - $ 267,300
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</TABLE>
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<PAGE>
Renaissance Worldwide, Inc.
Renaissance Solutions, Inc.
The Hunter Group
Pro Forma Unaudited Combined Condensed Statement of Income
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Year Ended For the quarter ended
June 24, June 29, June 28, Sept. 28, Sept. 27,
1995 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
Revenue 200,233 288,882 428,258 $ 89,825 $ 139,762
Cost of revenue 141,544 202,019 298,679 64,289 93,407
----------- ----------- ----------- ----------- -----------
58,679 86,863 129,579 25,536 46,355
Selling, general and administrative expenses 45,589 67,515 95,254 21,081 34,728
Acquisition-related expenses - 3,524 8,268 241 14,406
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Income from operations 13,090 15,824 26,057 4,214 (2,779)
Interest and other income, net (693) (605) 3,740 2,043 (17)
----------- ----------- ----------- ----------- -----------
Income (loss) before taxes 12,397 15,219 29,797 6,257 (2,796)
Income tax provision 3,397 7,216 15,237 2,516 4,412
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Net income (loss) $ 8,800 $ 8,003 $ 14,560 $ 3,741 $ (7,208)
=========== =========== =========== =========== ===========
Pro forma information
Income (loss) before taxes $ 12,397 $ 15,219 $ 29,797 $ 6,257 $ (2,796)
Pro forma adjustment to officers' salary - 2,100 1,433 1,042 -
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12,397 17,319 31,230 7,299 (2,796)
Pro forma income tax provision 5,139 8,045 15,938 2,878 4,412
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Pro forma net income (loss) $ 7,258 $ 9,274 $ 15,292 $ 4,421 $ (7,208)
=========== =========== =========== =========== ===========
Pro forma net income (loss) per share $ 0.36 $ 0.43 $ 0.61 $ 0.18 $ (0.29)
Weighted average common and common
equivalent shares 19,908 21,336 25,000 24,116 24,829
</TABLE>
Results of operations for the years ended June 24, 1995, June 29, 1996 and June
28, 1997 are for 52, 53 and 52 weeks respectively.
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<PAGE>
NOTES TO PRO FORMA UNAUDITED COMBINED CONDENSED FINANCIAL STATEMENTS
1. The pro forma unaudited combined condensed financial statements reflect the
issuance of shares of RWI's common stock for all of the outstanding shares
of Renaissance's and Hunter's common stock based upon the exchange rates of
.80 and 9.9543 shares of RWI's Common Stock for each share of Renaissance
Common Stock and Hunter Common Stock, respectively.
The pro forma unaudited combined condensed balance sheet presents the
combined financial position of RWI (merged with Renaissance as of July 31,
1997) and Hunter as of September 27, 1997 assuming that the merger with
Hunter had occurred as of that date. Such pro forma information is
based upon the historical consolidated balance sheet data of RWI and Hunter
as of September 27, 1997 and September 30, 1997, respectively. The pro forma
unaudited combined condensed statement of income gives effect to the merger
with Renaissance by combining the results of operations of RWI for the years
ended June 24, 1995, June 29, 1996 and June 28, 1997 with the results of
operations of Renaissance for the years ended December 31, 1995, December 31,
1996 and June 28, 1997, respectively, on a pooling-of-interests basis. The
pro forma unaudited combined condensed statement of income gives effect to
the merger with Hunter by combining the results of operations of RWI for the
years ended June 24, 1995, June 29, 1996, and June 28, 1997 with the results
of operations of Hunter for the years ended December 31, 1994, December 31,
1995 and December 31, 1996, respectively, on a pooling-of-interests basis.
2. During the fiscal year ended June 28, 1997, Renaissance recognized revenues
for services rendered to RWI totaling $501,000. This amount has been
eliminated from the combined results of operations. There were no other
material transactions between RWI, Renaissance or Hunter during any of the
periods presented.
3. RWI and Hunter will incur aggregate transaction costs of approximately
$6 to 7 million associated with the merger, primarily in the quarter ended
December 27, 1997. The pro forma combined condensed balance sheet as of
September 27, 1997 has been adjusted to reflect $6.5 million of these costs,
the mid-point of this range, approximately $6,050,000 of which will not be
deductible for corporate income tax purposes. These costs are not reflected
in the pro forma unaudited combined condensed statement of income.
4. During fiscal years 1995, 1996 and a portion of 1997, RWI's America's
Registry, Inc. and Shamrock Computer Resources, Ltd. subsidiaries and
Renaissance's International Systems Services Corporation ("ISS") subsidiary
were S Corporations not subject to corporate federal income tax. The pro
forma information on the accompanying combined condensed statement of income
reflects the estimated results of operations as if these entities had been
subject to corporate income taxes during all periods presented (See Notes 2,
9, and 16 of RWI's Consolidated Financial Statements as well as Notes 1 and 9
of Renaissance's December 31, 1996 Consolidated Financial Statements).
5. Subsequent to its acquisition by Renaissance in December 1996, ISS
contractually reduced the compensation paid to its officers from the
amounts historically paid. The pro forma information in the accompanying
combined condensed consolidated statement of income for the years ended June
29, 1996 and June 28, 1997 and the three months ended September 28, 1996,
reflects the reduction of this compensation. The related tax effect of this
adjustment has been included within the pro forma tax adjustment described in
Note 4 above.
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<PAGE>
6. The table below sets forth the composition of the unaudited pro forma
combined net revenues, net income (loss) and pro forma net income (loss) for
each of the periods shown had the mergers taken place at the beginning of the
period shown:
<TABLE>
<CAPTION>
Year Ended Three Months Ended
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June 24, June 29, June 28, Sept. 28, Sept 27,
1995 1996 1997 1996 1997(a)
<S> <C> <C> <C> <C> <C>
Net Revenues
RWI 153,985 216,878 324,766 69,429 121,478
Renaissance 35,536 52,450 64,778 14,000
Hunter 10,712 19,554 39,215 6,396 18,284
Elimination (a) (501)
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Combined 200,233 288,882 428,258 89,825 139,762
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Net Income
RWI 3,792 6,632 10,900 3,882 (6,796)
Renaissance 3,835 1,770 3,718 1,255
Hunter 1,173 (399) 443 (1,396) (412)
Elimination (a) (501)
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Combined 8,800 8,003 14,560 3,741 (7,208)
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Pro forma net income (loss)
RWI 2,653 5,537 9,972 3,521 (6,796)
Renaissance 3,432 4,136 5,378 2,296
Hunter 1,173 (399) 443 (1,396) (412)
Elimination (b) (501)
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Combined 7,258 9.274 15,292 4,421 (7,208)
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</TABLE>
(a) During the three months ended September 27, 1997, the operations of RWI and
Renaissance were merged, therefore there is no breakout of the separate results
of operations of these entities for this period
(b) See Note 2 above.
Certain reclassifications have been made to the financial statements of
Renaissance and Hunter to conform to RWI's classifications.
7. The pro forma unaudited combined net income (loss) per share is based upon
the weighted average number of shares of common stock and common equivalent
shares outstanding of RWI, Renaissance and Hunter for each period using an
exchange ratio of .80 shares of RWI Common Stock for each share of
Renaissance Common Stock or each Renaissance Stock Option and an exchange
ratio of 9.9543 shares of RWI Common Stock for each share of Hunter Common
Stock or each Hunter Stock Option. For the quarter-ended September 1997,
common equivalent shares (representing stock options) have not been included
in the calculation, as such items would be dilutive due to the combined net
loss of the companies.
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