<PAGE>
As filed with the Securities and Exchange Commission on January 14, 1999
REGISTRATION NO. 333-66897
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
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: [_]
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.
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<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 +
+ SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS PROHIBITED. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS SUBJECT TO COMPLETION
JANUARY 14, 1999
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.
BEFORE PURCHASING SHARES OF RENAISSANCE COMMON STOCK YOU SHOULD CAREFULLY
REVIEW THE RISK FACTORS SECTION OF THIS PROSPECTUS WHICH BEGINS ON PAGE 1.
Renaissance common stock is listed on the Nasdaq National Market with the
ticker symbol: "REGI." On January 13, 1999, the closing price of one share of
Renaissance common stock on the Nasdaq National Market was $6.5625.
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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 OFFENSE.
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----------------
The date of this Prospectus is January 14, 1999.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
THE COMPANY................................................................ 1
RISK FACTORS............................................................... 1
SELECTED CONSOLIDATED FINANCIAL DATA....................................... 5
USE OF PROCEEDS............................................................ 7
SELLING STOCKHOLDERS....................................................... 8
PLAN OF DISTRIBUTION....................................................... 9
WHERE YOU CAN FIND MORE INFORMATION........................................ 10
LEGAL OPINIONS............................................................. 11
EXPERTS.................................................................... 11
</TABLE>
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THE COMPANY
At Renaissance we provide integrated business and technology consulting
services around the world. We maintain offices in the United States, Europe and
the Asia-Pacific region. We are organized into three business units based upon
our principal service categories: strategy, solutions and services. Our
strategy business unit provides management consulting services. Our solutions
business unit provides information technology solutions design and
implementation and integration services. Our 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
We have divided the following discussion about the risks of our business
between those that relate specifically to our company and those that relate
generally to companies in the IT services industry.
RISKS RELATING SPECIFICALLY TO OUR COMPANY
OUR INABILITY TO MANAGE GROWTH COULD ADVERSELY AFFECT OUR OPERATING RESULTS
The significant growth of our business in recent years has placed
significant demands on our managerial and other resources. Our ability to manage
this growth effectively will require us to continue to improve our operating,
financial and other internal systems. We will also have to improve our business
development capabilities and train, motivate and manage an increasing number of
employees. We currently rely on several different financial reporting systems
to monitor and manage our financial performance. These multiple systems are
both inefficient and difficult to operate. We are implementing a new single
financial reporting system, but that system is not yet in place. If we fail to
implement this new system effectively or if we have difficulty transitioning to
the new system, we will have difficulty managing the business, which could
adversely affect our operating results and stock price.
ACQUISITIONS CAN BE RISKY AND DIFFICULT TO INTEGRATE
We have completed more than twenty acquisitions in the last two years.
Acquisitions continue to be part of our growth strategy. Acquired businesses do
not always generate the revenues or earnings that we thought they would and
occasionally we find that they have unknown or undisclosed liabilities. When
these situations occur, the Company's business is adversely affected.
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We only receive the anticipated benefits from an acquisition when we
successfully integrate it into our own business in a timely and non-disruptive
manner. Integration requires substantial management attention. Difficulties we
encounter integrating an acquired business can have an adverse effect on our
business and operating results. If we fail to integrate the acquired business
effectively, key employees of that business may leave, which can further
complicate our integration efforts and jeopardize the anticipated benefits of
the acquisition.
WE DEPEND ON OUR RELATIONSHIP WITH PEOPLESOFT
The Hunter Group, the principal business in the solutions business unit,
derives a substantial proportion of its revenue from its relationship with
PeopleSoft, a provider of enterprise resource planning software that addresses
broad functional areas such as human resources, finance, treasury and project
management. Because The Hunter Group contributes a significant proportion of
our operating profits, we are in part dependent on PeopleSoft's continued
success. An adverse change in The Hunter Group's relationship with PeopleSoft
could adversely affect our operating results. Any changes in PeopleSoft-
sponsored programs or a loss of PeopleSoft certifications would adversely affect
our business by reducing the number of client referrals and PeopleSoft
engagements.
OUR OPERATING RESULTS FLUCTUATE AND OUR BUSINESS IS SLIGHTLY SEASONAL
Our operating results have fluctuated 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 our solutions business unit, which provides services
principally on a project-by-project basis, grows and contributes a greater
percentage of our revenues, we expect that greater variability in quarterly
operating results may occur. Our business is also somewhat seasonal. We
experience this seasonality in the fourth quarter because of an increased number
of holidays in that quarter. Investors should not rely on operating results in
any one quarter as an indicator of our future results.
DOING BUSINESS INTERNATIONALLY INVOLVES ADDITIONAL RISKS
We recruit consultants and generate a portion of our revenues from outside
the United States. Foreign operations are subject, however, to special risks
that can adversely affect revenues and profits. These risks include:
. 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
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TWO INSIDERS CONTROL A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK
More than 35% of our common stock is held by Mr. Conway (24.6%), our
chairman and chief executive officer, and Mr. Hunter (11.7%), president of The
Hunter Group and a director. As a result, Messrs. Conway and Hunter would be
able to significantly influence any matter requiring stockholder approval. This
concentration of ownership could also 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. Future sales of substantial amounts of this common
stock, or the potential for such sales, may adversely affect the prevailing
market price of the common stock.
RISKS RELATING TO THE IT SERVICES INDUSTRY
All providers of IT services face similar risks and we are no exception.
We discuss below the significant risks and how they affect our business.
QUALIFIED IT PROFESSIONALS ARE IN HIGH DEMAND
Our business and future growth depend upon our ability to attract and
retain experienced and skilled management consultants, IT professionals and IT
project managers. Competition for these professionals is intense because the
demand for them is greater than their current availability. Despite our best
efforts, not all of our professionals will always be satisfied with our culture,
compensation and benefits. This problem can be particularly troublesome with
professionals of an acquired business who may have come from a corporate culture
that is different than our's. There is great mobility among the employees that
we need to attract. Many of our competitors have substantially greater
financial and other resources than we do. They may offer these individuals more
attractive compensation and benefits packages. If we do not recruit, train and
maintain a sufficient number of professional personnel, we will not be able to
satisfy our clients' demands for IT services and our business will be adversely
affected.
IT PROJECTS ARE COMPLEX AND SUBJECT US TO FINANCIAL RISK
Many of our IT projects subject us to financial risks. These engagements
often involve critical business processes and leading-edge software
applications. Despite our best efforts, we may not always be able to satisfy a
customer's expectations because software applications do not always work as
expected. A customer's dissatisfaction could affect its willingness to pay us
for these services, which would result in a financial loss on that project.
Customer dissatisfaction can also damage our reputation and negatively affect
our ability to attract new business. Even in situations where the scope of a
project changes, as a result of customer demands or otherwise, we may not always
be successful in obtaining a price adjustment as
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large as the one we seek. To the extent that projects are extended or enlarged
without corresponding changes in fee schedules, our business would be adversely
affected.
FAILURE TO REMEDIATE YEAR 2000 PROBLEMS COULD LEAD TO CLAIMS
Some of our clients have hired us to evaluate and remedy their Year 2000
problem. Many of these engagements involve projects that are critical to the
client's operations and business. Despite our best efforts, because the Year
2000 problem is complex and because it is often associated with critical client
systems or processes, we may be subject to claims from clients that we failed
properly to evaluate or remedy the client's Year 2000 problem. Any such claims,
whether meritorious or not, may adversely affect our business.
DEMAND FOR IT SERVICES MAY DECLINE AFTER 2000
As the year 2000 approaches, many companies are evaluating their IT systems
to decide whether to repair or replace applications that have Year 2000
operability issues. Although we believe that these evaluations are increasing
the demand for our services in the short term, this demand will likely dissipate
as Year 2000 issues are resolved. Given the lack of precedent for an issue of
this magnitude, we cannot accurately forecast the effect of this issue on
quarter-to-quarter revenue achievement and our failure to estimate this forecast
accurately could adversely affect our business.
WE DEPEND ON KEY CLIENTS AND HAVE NO LONG-TERM AGREEMENTS
Although none of our clients accounts for more than 5% of the our revenues,
the successive loss of one or more of our significant clients may adversely
affect our business. In addition, we face pricing pressure from large clients
who often seek reduced prices for a desired volume of business or from clients
with whom we wish to maintain a preferred vendor status. Further, in virtually
all cases a client can terminate our services agreements on short notice and
without any penalty. If a number of these cancellations were to occur in a
short time period, our business and operating results would be adversely
affected in the short run.
OUR BUSINESS IS SUBJECT TO FLUCTUATIONS IN THE GENERAL ECONOMY
Demand for IT consulting services will be affected by the general health of
the domestic and international economies. Some clients may reduce expenditures
for information technology if they suffer slowdowns in their businesses due to a
general slowing of the economy. This reduction in spending may require some
clients to delay or cancel IT projects that we had been engaged to manage or on
which our consultants may have been staffed. Fluctuations in the general economy
that adversely affect the amount of money our clients are willing to spend on IT
consulting or related services may adversely affect our business.
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U.S. GOVERNMENT LIMITS ON IMMIGRATION RESTRICT OUR ABILITY TO HIRE FOREIGN
NATIONALS
Each year we hire 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. Once this limit has been reached,
we are unable to hire additional foreign nationals until additional H-1B visas
are made available in the next fiscal year. Because as we discuss above we are
constantly seeking qualified IT professionals, these limitations on our ability
to hire foreign nationals under H-1B visas may adversely affect our business.
THE MARKET FOR IT SERVICES IS COMPETITIVE
The market for IT services and management consulting services includes a
large number of competitors and is highly competitive. Our 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, we often
compete with the internal resources of our clients. The competitive nature of
our marketplaces creates pricing pressures that which may adversely affect our
business.
SELECTED CONSOLIDATED FINANCIAL DATA
During the our fiscal year ended June 28, 1997 and the six-month transition
period ended December 27, 1997, we 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, we 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 our 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 Renaissance, 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.
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<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.
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The following table sets forth, on the basis described above, certain selected
consolidated financial data of Renaissance. 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>
Transition
Period
May 31, Ended
---------------------- June 24, June 29, June 28, Dec. 27,
1993 1994 1995(1)(2) 1996(2)(5) 1997(2) 1997
------- -------- ---------- ---------- --------- ----------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenue..................... $72,544 $123,447 $221,957 $333,063 $489,833 $320,119
Cost of revenue............. 55,470 88,703 156,913 232,496 342,422 215,695
------- -------- -------- -------- -------- --------
Gross profit................ 17,074 34,744 65,044 100,567 147,411 104,424
Restructuring charges and
other asset writedowns..... -- -- -- -- -- --
Selling, general and
administrative expenses.... 17,107 27,031 50,344 76,794 108,642 81,686
Acquisition-related
expenses(3)................ -- -- -- 3,524 8,268 17,961
------- -------- -------- -------- -------- --------
Income (loss) from
operations................. (33) 7,713 14,700 20,249 30,501 4,777
Interest and other income
(expense), net (4)......... (350) (901) (804) (773) 3,267 (678)
------- -------- -------- -------- -------- --------
Income (loss) before taxes.. (383) 6,812 13,896 19,476 33,768 4,099
Provision for income taxes.. 283 619 3,607 7,456 16,594 8,330
------- -------- -------- -------- -------- --------
Net income (loss)........... $ (666) $ 6,193 $ 10,289 $ 12,020 $ 17,174 $ (4,231)
======= ======== ======== ======== ======== ========
Net income (loss) per
share -- basic............. $(0.02) $0.17 $0.25 $0.28 $0.34 $(0.08)
Weighted average common
shares outstanding --
basic...................... 35,643 36,027 40,776 42,885 50,495 54,537
Net income (loss) per
share -- diluted........... $(0.02) $0.17 $0.24 $0.26 $0.31 $(0.08)
Weighted average common and
potential common shares
outstanding -- diluted..... 35,643 36,749 43,013 46,862 54,607 54,537
Distributions............... $ 206 $ 530 $ 4,372 $ 2,958 $ 3,465 $ 925
BALANCE SHEET DATA:
Cash and cash equivalents... $ 399 $ 3,222 $ 8,067 $ 64,507 $ 30,013 $ 19,956
Working capital............. 2,214 7,842 26,958 113,147 134,023 75,411
Total assets................ 16,898 36,747 75,835 168,024 256,921 316,177
Total debt, including
current portion............ 8,852 13,469 25,016 11,198 12,021 49,928
Stockholders' equity........ 2,649 10,670 33,346 123,743 197,092 193,895
<CAPTION>
Nine Months Ended
-----------------------
Sept. 27, Sept. 26,
1997 1998
--------- ---------
<S> <C> <C>
STATEMENT OF INCOME DATA:
Revenue..................... $426,580 $580,904
Cost of revenue............. 294,366 384,142
-------- --------
Gross profit................ 132,214 196,762
Restructuring charges and
other asset writedowns..... -- 8,980
Selling, general and
administrative expenses.... 100,236 147,959
Acquisition-related
expenses(3)................ 11,050 6,904
-------- --------
Income (loss) from
operations................. 20,928 32,919
Interest and other income
(expense), net (4)......... 613 (3,743)
-------- --------
Income (loss) before taxes.. 21,541 29,176
Provision for income taxes.. 12,458 18,551
-------- --------
Net income (loss)........... 9,083 10,625
======== ========
Net income (loss) per
share -- basic............. $0.17 $0.19
Weighted average common
shares outstanding --
basic...................... 53,462 55,318
Net income (loss) per
share -- diluted........... $0.16 $0.18
Weighted average common and
potential common shares
outstanding -- diluted..... 56,846 58,088
Distributions............... $ -- $ --
BALANCE SHEET DATA:
Cash and cash equivalents... $ 9,545 $ 6,172
Working capital............. 80,767 75,887
Total assets................ 285,086 404,542
Total debt, including
current portion............ 25,476 91,096
Stockholders' equity........ 191,801 222,387
</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 Income 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 shares of Renaissance common stock will
go to the stockholders who offer and sell them. We will not receive any
proceeds from this offering.
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SELLING STOCKHOLDERS
The selling stockholders acquired their shares of Renaissance common stock
from us in exchange for an equity interest in a business that we acquired. Each
of the selling stockholders is a party to a registration rights agreement in
which we agreed to register a portion of their shares of Renaissance common
stock upon their request and to use our best efforts to keep the registration
statement effective for ninety (90) days, or until all of the registered shares
of Renaissance common stock 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 and
Gilbert Zoghlin formerly was the chief executive officer of Neoglyphics Media
Corporation, a wholly-owned subsidiary of Renaissance. 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
Renaissance. 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 Renaissance 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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PLAN OF DISTRIBUTION
We are 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 shares of Renaissance
common stock 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 shares of Renaissance common stock;
. 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.
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<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file 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. Our SEC filings are also available
to the public from the SEC's Website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we 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 we file later
with the SEC will automatically update and supersede this information. We
incorporate 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. Our Quarterly Reports on Form 10-Q for the quarterly periods ended March
28, 1998 and June 27, 1998 filed with the SEC on May 12, 1998 and August
11, 1998 respectively;
2. Our Transition Annual Report on Form 10-K for the 6-month period ended
December 27, 1997 as filed with the SEC 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 SEC on
November 5, 1998 for restated financial statements;
3. Our Proxy Statement as filed with the SEC on April 24, 1998; and
4. Our Current Reports on Form 8-K as filed with the SEC on November 5,
1998, April 15, 1998, June 5, 1998 and June 15, 1998 and November 5,
1998.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Renaissance Worldwide, Inc.
189 Wells Avenue
Newton, Massachusetts 02159
Attention: General Counsel
(617) 527-6886
This prospectus is part of a registration statement that we have filed with
the SEC. You should rely only on the information or representations provided in
this prospectus. We have not
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authorized nor have any of the selling stockholders 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.
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 our 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 accounts, 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 so 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.
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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.
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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 us in connection with the offering described in this Registration
Statement:
<TABLE>
<CAPTION>
Securities and Exchange Commission
<S> <C>
Registration Fee................................................ $ 3,756
Legal Fees and Expenses......................................... $20,000
Miscellaneous Expenses.......................................... $15,000
Total Expenses............................................. $38,756
</TABLE>
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 corporation. Our Restated Articles
of Organization, as amended and restated, contains provisions that require us to
indemnify our 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
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<PAGE>
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).
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
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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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 14th day of
January, 1999.
RENAISSANCE WORLDWIDE, INC.
By: /s/ Richard L. Bugley
-----------------------------------
Richard L. Bugley
Vice President and General Counsel
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<PAGE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* President, Chief Executive Officer, January 14, 1999
- ---------------------- Chairman of the Board, and Director
G. Drew Conway
* Chief Financial Officer and Treasurer January 14, 1999
- ----------------------
Robert E. Foley
* Director January 14, 1999
- ----------------------
Terry L. Hunter
* Director January 14, 1999
- ----------------------
Robert P. Badavas
* Director January 14, 1999
- ----------------------
Paul C. O'Brien
</TABLE>
*By: /s/ Richard L. Bugley
--------------------------------------
Richard L. Bugley, Power of Attorney
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EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
NUMBER TITLE OF EXHIBIT PAGE
- ------ ---------------- ----
<S> <C> <C>
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)
</TABLE>
+ Previously filed.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Amendment No. 1 to 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.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 12, 1999
<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. We also consent to the reference to us under the heading "Experts" and
in such Registration Statement on Form S-3.
/s/ Graves, McKenna, Lundeen & Almquist, PLLP
GRAVES, McKENNA, LUNDEEN & ALMQUIST, PLLP
Certified Public Accountants
Minneapolis, Minnesota
January 11, 1999
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement of Renaissance Worldwide, Inc. on Form S-3 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 Renaissance Solutions, Inc. and its subsidiaries as of
December 31, 1996 and for the two years in the period ended December 31, 1996
appearing in the current report on Form 8-K of Renaissance Worldwide, Inc. dated
November 5, 1998. We also consent to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
January 13, 1999
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Amendment No. 1 to 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.
/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
January 11, 1999
<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 on 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.
/s/ Katch, Tyson & Company
KATCH, TYSON & COMPANY
Certified Public Accountants
January 11, 1999
<PAGE>
Exhibit 23.6
INDEPENDENT AUDITOR'S CONSENT
To the Stockholder
Triad Data, Inc.
We hereby consent to the incorporation by reference in the Registration
Statement of Renaissance Worldwide, Inc. on Form S-3, of our report dated
February 27, 1998, on the financial statements of Triad Data, Inc., appearing in
Form 8-K filed on November 5, 1998. We also consent to the reference to our Firm
under the caption "Experts" in such Registration Statement.
/s/ GOLDSTEIN GOLUB KESSLER LLP
GOLDSTEIN GOLUB KESSLER LLP
New York, New York
January 11, 1999
