<PAGE>
As filed with the Securities and Exchange Commission on January 16, 1998
File No. 333-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
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 No.)
189 Wells Avenue
Newton, Massachusetts 02159
(Address of principal executive offices, including zip code)
AMENDED AND RESTATED EMPLOYEE NON-QUALIFIED
STOCK OPTION PLAN OF THE HUNTER GROUP, INC.
--------------------
(Full title of the plan)
Richard L. Bugley, Esq.
General Counsel
Renaissance Worldwide, 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 Proposed Proposed Amount of
to be registered be maximum maximum registration
registered offering aggregate fee
price offering
per share price (1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 588,591 (1) $3,410,731 $1,007
================================================================================
</TABLE>
/(1)/ Determined pursuant to Rule 457(h) solely for the purpose of determining
the registration fee. All of the shares being registered are subject to
outstanding options under the Amended and Restated Employee Non-Qualified
Stock Option Plan on the date hereof and have an average exercise price of
$5.79 per share and an aggregate exercise price of $3,410,731.
Exhibit Index on page II-5;
Page 1 of 12 pages.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Renaissance Worldwide, Inc. (formerly known as The Registry, Inc.) (the
"Registrant" or the "Company") hereby incorporates the following documents
herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended June 28, 1997
including portions of the Company's definitive Proxy Statement dated
October 17, 1997 filed in connection with the Company's 1997 Annual
Meeting of Stockholders. The consolidated financial statements
included therein have not been restated to reflect the business
combinations consummated since June 28, 1997 that were treated as
poolings of interests.
(b) (i) Current Report on Form 8-K filed with the Commission on
December 11, 1997, and the amendment thereto on Form 8-K/A
filed with the Commission on December 12, 1997.
(ii) Current Report on Form 8-K filed with the Commission on
December 5, 1997.
(iii) Quarterly Report on Form 10-Q for the quarter ended September
27, 1997 filed with the Commission on November 12, 1997.
(iv) Current Report on Form 8-K filed with the Commission on
September 10, 1997.
(v) Current Report on Form 8-K filed with the Commission on
August 12, 1997.
(vi) Current Report on Form 8-K filed with the Commission on July
21, 1997.
(c) 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 or the Plan 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 to be 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. Second Amended and Restated By-laws of Registrant (incorporated
by reference to Exhibit 3.1. of the Registrant's Current Report
on Form 8-K filed with the Commission on December 5, 1997).
5. Opinion of Ropes & Gray.
23.1. Consent of Price Waterhouse LLP.
23.2. Consent of Coopers & Lybrand L.L.P.
23.3. Consent of Ernst & Young LLP.
23.4. Consent of Graves, McKenna, Lundeen & Almquist, P.L.L.P.
23.5. Consent of Deloitte & Touche LLP.
23.6. 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.
(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.
II-2
<PAGE>
(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 15th day of January, 1998.
RENAISSANCE WORLDWIDE, 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, 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 G. Drew Conway, 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.
<TABLE>
<CAPTION>
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
<S> <C> <C>
/s/ G. Drew Conway President, Chief Executive January 15, 1998
- --------------------- Officer and Director of the
G. Drew Conway Company (principal executive
officer)
/s/ Robert E. Foley Chief Financial Officer and January 15, 1998
- --------------------- Treasurer (principal financial
Robert E. Foley and accounting officer)
/s/ Paul C. O'Brien Director January 15, 1998
- ---------------------
Paul C. O'Brien
/s/ Robert P. Badavas Director January 15, 1998
- ---------------------
Robert P. Badavas
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Title of Exhibit Page
------ ---------------- ----
<C> <S> <C>
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 3.1. of the
Registrant's Current Report on
Form 8-K filed with the
Commission on December 5,
1997).
5 Opinion of Ropes & Gray. 7
23.1 Consent of Price Waterhouse
LLP. 8
23.2 Consent of Coopers & Lybrand
L.L.P. 9
23.3 Consent of Ernst & Young
LLP. 10
23.4 Consent of Graves, McKenna,
Lundeen & Almquist, P.L.L.P. 11
23.5 Consent of Deloitte & Touche
LLP. 12
23.6 Consent of Ropes & Gray
(contained in the opinion filed
as Exhibit 5 to this registration
statement).
24 Power of Attorney (included on
signature page).
</TABLE>
<PAGE>
Exhibit 5
[LETTERHEAD OF ROPES & GRAY APPEARS HERE]
January 12, 1998
Renaissance Worldwide, Inc.
189 Wells Avenue
Newton, MA 02159
Re: Renaissance Worldwide, 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 588,591 shares of Common Stock, no par value (the "Shares"), of
Renaissance Worldwide, Inc., a Massachusetts corporation (formerly known as The
Registry, Inc.) (the "Company").
We have acted as counsel for the Company and are familiar with the
action taken by the Company in connection with the Amended and Restated Employee
Non-Qualified Stock Option Plan of The Hunter Group, Inc. (the "Plan"). For
purposes of this opinion, we have examined the Plan 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 Plan, the
Shares will be validly issued, fully paid, and non-assessable.
We, hereby, consent to your filing this opinion as an exhibit to the
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
<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 27, 1997, except as to Note 18
which is as of August 27, 1997, appearing on page 26 of the Annual Report on
Form 10-K of Renaissance Worldwide, Inc. (formerly known as The Registry, Inc.)
for the year ended June 28, 1997.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
January 12, 1998
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Renaissance Worldwide, Inc., on Form S-8, of our report 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, on our audits of the consolidated financial
statements of 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,
appearing in the current report on Form 8-K of Renaissance Worldwide, Inc. filed
with the Securities and Exchange Commission on December 11, 1997.
/s/ Coopers & Lybrand L.L.P.
Baltimore, Maryland
January 13, 1998
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
form S-8 of Renaissance Worldwide, Inc. (formerly "The Registry, Inc."), related
to the Amended and Restated Employee Non-Qualified Stock Option Plan of The
Hunter Group, Inc., of our report dated January 24, 1997 with respect to the
financial statements of Application Resources, Inc. included (but not separately
presented) in the Annual Report (Form 10-K) of The Registry, Inc. for the year
ended June 28, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Francisco, California
January 12, 1998
<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 28
of the Annual Report on Form 10-K of Renaissance Worldwide, Inc. (formerly known
as The Registry, Inc.) for the year ended June 28, 1997.
/s/ Graves, McKenna, Lundeen & Almquist, PLLP
GRAVES, MCKENNA, LUNDEEN & ALMQUIST, PLLP
Certified Public Accountants
Minneapolis, Minnesota
January 12, 1998
<PAGE>
Exhibit 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement on
Form S-8 of Renaissance Worldwide, Inc. (formerly known as The Registry, Inc.)
of our report dated February 28, 1997 (which expresses an unqualified opinion
and includes an explanatory paragraph relating to the accounting for an
acquisition as a pooling-of-interests) on the consolidated financial statements
of Renaissance Solutions, Inc. appearing in Amendment No. 1 on Form 10-K/A to
the Annual Report on Form 10-K of Renaissance Solutions, Inc. for the year ended
December 31, 1996, which report was incorporated by reference in the
registration statement on Form S-4 of The Registry, Inc. (File No. 333-29755),
which registration statement was incorporated by reference into the Current
Report on Form 8-K filed on August 12, 1997, which Current Report is
incorporated by reference into this registration statement on Form S-8.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 14, 1998
