<PAGE>
As filed with the Securities and Exchange Commission on November 5, 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)
RENAISSANCE WORLDWIDE, INC. 1996 STOCK PLAN
RENAISSANCE WORLDWIDE, INC. 1998 ACQUISITION STOCK OPTION PLAN
RENAISSANCE WORLDWIDE, INC. 1998 INTERNATIONAL STOCK OPTION PLAN
NEOGLYPHICS MEDIA CORPORATION STOCK OPTION PLAN
-------------------
(Full title of the plan)
Richard L. Bugley, Esq.
Vice President and 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 be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration fee
per share price (2)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 3,363,852 shares (1) (1) $7,839
===================================================================================================
</TABLE>
/(1)/ DETERMINED PURSUANT TO RULE 457(H) SOLELY FOR THE PURPOSE OF DETERMINING
THE REGISTRATION FEE. 130,047 OF THE SHARES BEING REGISTERED ARE SUBJECT
TO OUTSTANDING OPTIONS UNDER THE NEOGLYPHICS MEDIA CORPORATION STOCK
OPTION PLAN ON THE DATE HEREOF AND HAVE AN AVERAGE EXERCISE PRICE OF $.80
PER SHARE AND AN AGGREGATE EXERCISE PRICE OF $104,038. THE OFFERING PRICE
FOR THE REMAINDER OF THE SHARES BEING REGISTERED HAS BEEN ESTIMATED ON THE
BASIS OF THE AVERAGE OF THE HIGH AND LOW PRICES OF RENAISSANCE WORLDWIDE,
INC. COMMON STOCK, NO PAR VALUE PER SHARE, REPORTED ON THE NASDAQ NATIONAL
MARKET SYSTEM ON NOVEMBER 3, 1998 WHICH WAS $8.6875.
/(2)/ REGISTRATION FEE EQUALS (A) $29 PAYABLE IN RESPECT OF THE 130,047
SHARES SUBJECT TO OPTIONS ISSUED ON THE DATE HEREOF AT AN EXERCISE PRICE
OF $.80 PLUS (B) $7,810 PAYABLE IN RESPECT OF 3,233,805 SHARES THAT HAVE
NOT BEEN MADE SUBJECT TO OPTIONS.
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. (the "Registrant" or the "Company") hereby
---------- -------
incorporates the following documents herein by reference:
(a) 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 interests
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.
(b) The Company's Proxy Statement dated May 28, 1998 as filed with
the Commission on April 24, 1998.
(c) (i) The Company's Current Report on Form 8-K as filed with the
Commission on April 15, 1998, and the amendment thereto on
Form 8-K/A as filed with the Commission on June 15, 1998.
(ii) The Company's Current Report on Form 8-K as filed with the
Commission on June 5, 1998.
(iii) The Company's Current Report on Form 8-K as filed with the
Commission on November 5, 1998.
(iv) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 27, 1998 as filed with the Commission on August 11,
1998.
(v) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 28, 1998 as filed with the Commission on May 12,
1998.
(d) 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
II-1
<PAGE>
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 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 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 (contained in the opinion filed as
Exhibit 5. to this registration statement).
24. Power of Attorney (included on signature page).
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement, (i)
to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, (ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof), which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement, and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
-------- -------
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
II-2
<PAGE>
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newton, The Commonwealth of Massachusetts, on
this 5th day of November, 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
- --------- ------------------------ ----
<C> <S> <C>
/s/ G. Drew Conway President, Chief Executive November 5, 1998
- --------------------- Officer and Director of the
G. Drew Conway Company (principal executive
officer)
/s/ Robert E. Foley Chief Financial Officer and November 5, 1998
- --------------------- Treasurer (principal financial
Robert E. Foley and accounting officer)
/s/ Paul C. O'Brien Director November 5, 1998
- ---------------------
Paul C. O'Brien
/s/ Robert P. Badavas Director November 5, 1998
- ---------------------
Robert P. Badavas
/s/ Terry L. Hunter Director November 5, 1998
- ---------------------
Terry L. Hunter
</TABLE>
II-4
<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.
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
(contained in the opinion filed
as Exhibit 5. to this registration
statement).
24. Power of Attorney (included on
signature page).
</TABLE>
<PAGE>
Exhibit 5.
---------
[ROPES & GRAY LETTERHEAD]
November 5, 1998
Renaissance Worldwide, Inc.
189 Wells Avenue
Newton, MA 02159
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
3,363,852 shares of Common Stock, no par value per share (the "Common Stock"),
------------
of Renaissance Worldwide, Inc., a Massachusetts corporation (the "Company").
-------
We have acted as counsel for the Company in connection with its proposed
issuance and sale of the Common Stock. For purposes of this opinion, we have
examined and relied upon such documents, records, certificates and other
instruments as we have deemed necessary.
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.
Based on the foregoing, we are of the opinion that the shares of Common
Stock have been duly authorized and, when they have been issued and sold the
shares of Common Stock will be validly issued, fully paid and non-assessable.
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 Registration
Statement on this Form S-8 dated November 5, 1998 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 dated
November 5, 1998.
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 5, 1998
<PAGE>
Exhibit 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8, dated November 5, 1998, 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 dated
November 5, 1998.
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 the Registration
Statement on this Form S-8, dated November 5, 1998, 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, dated November 5,
1998.
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 the Registration
Statement on this Form S-8, dated November 5, 1998, 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 dated November 5, 1998.
PricewaterhouseCoopers LLP
Baltimore, Maryland
November 5, 1998
<PAGE>
Exhibit 23.5
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on this Form S-8 dated November 5, 1998 of Renaissance Worldwide,
Inc. of our report on Neoglyphics Media Corporation as of December 31, 1997 and
for the year then ended, dated March 12, 1998, which appears on page 18 of the
Form 8-K, dated November 5, 1998.
Katch, Tyson & Company
November 5, 1998
<PAGE>
Exhibit 23.6
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on this Form S-8 dated November 5, 1998 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 dated November 5, 1998.
Goldstein Golub Kessler LLP
November 5, 1998
