<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Confidential, for Use of the
[_] Preliminary Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Renaissance Worldwide, Inc. (formerly The Registry, Inc.)
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 9-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offset fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
RENAISSANCE WORLDWIDE, INC.
189 Wells Avenue
Newton, Massachusetts 02459
April 20, 1999
To Our Stockholders:
We cordially invite you to attend our 1999 annual meeting of stockholders,
which will be held on May 27, 1999 at the offices of Ropes & Gray, One
International Place, 36th Floor, Boston, Massachusetts at 10:00 a.m. (Boston
time).
At this meeting you are being asked to elect two Class I directors to serve
for a three-year term.
Please read the proxy statement, which describes the nominees for the Board
of Directors. When you have finished reading the statement, please promptly
mark, sign, and return your proxy card in the enclosed envelope to ensure that
your shares will be represented.
We hope that many of you will be able to attend the meeting in person. I
look forward to seeing you there.
Sincerely yours,
/s/ G. Drew Carey
G. DREW CONWAY
President and Chief Executive Officer
<PAGE>
RENAISSANCE WORLDWIDE, INC.
189 Wells Avenue
Newton, Massachusetts 02459
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 27, 1999
Notice is hereby given that the Annual Meeting of Stockholders of
Renaissance Worldwide, Inc. (the "Company") will be held at the offices of
Ropes & Gray, One International Place, 36th Floor, Boston, Massachusetts at
10:00 a.m. (Eastern Standard Time), on Thursday, May 27, 1999 for the following
purposes:
1.To elect two Class I directors;
2.To transact any other business that may properly come before the meeting or
any at any adjournment.
Stockholders of record at the close of business on April 2, 1999 are
entitled to notice of and to vote at the meeting.
If you are unable to be present personally, please sign and date the
enclosed proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
/s/ Richard L. Bugley
---------------------
RICHARD L. BUGLEY
Clerk
Newton, Massachusetts
April 21, 1999
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. PLEASE SIGN
AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING IN PERSON.
<PAGE>
RENAISSANCE WORLDWIDE, INC.
----------------
Annual Meeting of Stockholders
May 28, 1998
----------------
PROXY STATEMENT
The Board of Directors of Renaissance Worldwide, Inc. is delivering these
proxy materials in connection with the solicitation of proxies to be voted at
our 1999 Annual Meeting of Stockholders and at any adjournment or postponement.
You are invited to attend the meeting, which will be held on May 27, 1999,
beginning at 10:00 a.m. at the offices of Ropes & Gray, One International
Place, Boston, Massachusetts.
This Proxy Statement, form of proxy and the Company's 1998 annual report are
being mailed starting April 22, 1999.
Shareholders Entitled to Vote
Holders of record of Renaissance common stock at the close of business on
April 2, 1999 are entitled to receive this notice and to vote their shares at
the meeting. On that date, there were 56,240,319 shares of common stock
outstanding. Each share is entitled to one vote on each matter properly brought
before the meeting.
Proxies
Your vote is important. Stockholders of record may vote their proxies by
mail. If you choose to vote by mail, simply mark your proxy, date and sign it,
and return it in the postage-paid envelope provided.
Proxies may be revoked at any time before they are exercised by (1) written
notice to the Clerk, (2) timely delivery of a valid, later-dated proxy or
(3) voting by ballot at the meeting.
Voting at the Annual Meeting
Voting by mail will in no way limit your right to vote at the meeting if you
later decide to attend in person. If your shares are held in the name of a
bank, broker or other holder of record, you must obtain a proxy, executed in
your favor, from the holder of record to be able to vote at the meeting.
All shares that have been properly voted and not revoked will be voted at
the meeting in accordance with your instructions. If you sign your proxy card
but do not give voting instructions, your shares will be voted as recommended
by the Board of Directors.
Voting on Other Matters
If any other matters are properly presented at the meeting for
consideration, the persons named in the enclosed form of proxy will have the
discretion to vote on those matters for you. At the date this proxy statement
went to press, we did not know of any other matter to be raised at the meeting.
Required Vote
The presence, in person or by proxy, of the holders of a majority of the
shares entitled to vote at the meeting is necessary to constitute a quorum.
Abstentions and broker "non-votes" are counted as present and entitled to vote
for purposes of determining a quorum. A broker "non-vote" occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power for that
particular item and has not received instructions from the beneficial owner.
Under the rules of the New York Stock Exchange applicable to member firms,
brokers will have discretionary authority to vote shares held in their name for
the election of directors even if they do not receive instructions from the
beneficial owners.
The two nominees receiving the most votes will be elected as Class I
Directors. Abstentions and broker "non-votes" are not counted for purposes of
the election of directors and will have no effect on the outcome.
<PAGE>
Cost of Proxy Solicitation
We will pay the expenses of soliciting proxies. Our directors, officers or
employees may solicit proxies in person or by telephone, electronic
transmission, facsimile transmission or by telegram. We will reimburse brokers
and other persons for their reasonable charges and expenses in forwarding
soliciting materials to their principals.
Proposal Number 1
ELECTION OF TWO CLASS I DIRECTORS
Our Board of Directors is divided into three classes, as nearly equal in
number as possible, so that each class will serve for three years, with one
class of directors being elected each year.
The first nominee is Robert P. Badavas, currently designated as a Class I
director, whose term expires at the meeting. If elected, he would serve for a
term of three years expiring at the 2002 Annual Meeting and until his successor
is elected. We expect that Mr. Badavas will be able to serve, but if he is
unable to serve, the proxies reserve discretion to vote, or refrain from
voting, for a substitute nominee.
Robert P. Badavas became a director of Renaissance in May 1996. Mr. Badavas
has been President and Chief Executive Officer of Cerulean Technology, Inc., a
provider of mobile information systems applications, since December 1995. From
October 1986 through October 1995, Mr. Badavas was employed by Chipcom
Corporation, a manufacturer of computer networking intelligent switching
systems, where he served as Senior Vice President, Finance, from July 1994 to
October 1995, Vice President, Finance, from October 1986 to July 1994 and Chief
Financial Officer and Treasurer from October 1986 to October 1995. Mr. Badavas
is 46 years old.
The second nominee is Terry L. Hunter, currently designated as a Class I
director, whose term expires at the meeting. If elected, he would serve for a
term of three years expiring at the 2002 Annual Meeting and until his successor
is elected. We expect that Mr. Hunter will be able to serve, but if he is
unable to serve, the proxies reserve discretion to vote, or refrain from
voting, for a substitute nominee.
Terry L. Hunter became a director of Renaissance in April 1998. Mr. Hunter
has served as President of our Enterprise Solutions Group since November of
1998 and as President, Chief Executive Officer and a Director of The Hunter
Group, Inc. since its formation in 1983. Prior to founding The Hunter Group,
Mr. Hunter consulted with various companies and software vendors on the design
and development of human resources systems. Mr. Hunter is 52 years old.
The persons named in the enclosed proxy intend to vote the proxy in favor of
the election of Robert P. Badavas and Terry L. Hunter as a Class I directors,
unless the proxy card indicates that authority to vote for his election is
withheld.
Other Directors
G. Drew Conway is the founder of Renaissance and has served as our
President, Chief Executive Officer and Director since May 1986. From 1983 until
1986, Mr. Conway was a founder and principal of The Experts, a technical
staffing company. Mr. Conway is 41 years old.
Paul C. O'Brien, a Class II Director, became a director of Renaissance in
April 1996. Mr. O'Brien is the President of The O'Brien Group, Inc., a
consulting firm in the areas of community relations and external affairs that
he founded in January 1995. Before founding The O'Brien Group, Mr. O'Brien was
employed by New England Telephone and Telegraph Company, most recently as
Chairman of the Board from 1993 to December 1994 and as President and Chief
Executive Officer from 1988 to 1993. Mr. O'Brien is also a director of
BankBoston Corp., Cambridge NeuroScience, Inc. and First Pacific Networks Inc
and is Chairman of the Board of View Tech, Inc. Mr. O'Brien is 59 years old.
Board of Directors and Committees
The Board of Directors held six meetings during the twelve months ended
December 26, 1998. Each director attended at least 75% of the Board
-2-
<PAGE>
meetings held during this period. The Board of Directors currently has two
standing committees, the Audit Committee and the Compensation Committee. The
Board of Directors does not have a Nominating Committee or a committee
performing similar functions.
The Audit Committee and the Compensation Committee are composed of Messrs.
Badavas and O'Brien. The Audit Committee held one meeting during the twelve
months ended December 26, 1998. The Audit Committee has the responsibility of
recommending to the Board of Directors the independent auditors that we will
engage, reviewing with management and with the independent auditors our
internal accounting procedures and controls and reviewing with the independent
auditors the scope and results of their audit. The Compensation Committee held
one meeting during the twelve months ended December 26, 1998. The Compensation
Committee has the responsibility of providing recommendations to the Board
regarding compensation matters and administering our stock option and stock
purchase plans.
Director Compensation
During 1998, outside directors, who are not Renaissance officers or
employees, were paid an annual retainer of $12,000 for service on the Board. In
addition, under our 1996 Eligible Directors' Stock Plan, each director who was
not an officer, employee or consultant of Renaissance or one of our
subsidiaries was granted, upon first being elected to the Board of Directors,
an option to purchase 40,000 shares of common stock at an exercise price equal
to the fair market value on the date of the grant.
In May of 1998, the stockholders approved the 1998 Directors Stock Plan
which provided that one half of future annual retainers will be paid in stock
options having a fair value equal to one half of the retainer amount. Each
outside director will also be entitled to elect to have all or any portion of
the balance of the annual retainer paid in an equivalent value of stock
options. In addition, outside directors will receive each year an option grant
covering 2,500 shares with an exercise price equal to the fair market value of
the common stock on the date of the award. Because Messrs. Badavas and O'Brien
have been serving for approximately two years without receiving an annual
equity award, each of them will receive an option to purchase 5,000 shares.
THE BOARD OF DIRECTORS RECOMMENDS ELECTION
OF THE NOMINEES DESCRIBED IN PROPOSAL NUMBER 1.
-3-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information about the beneficial ownership of
Renaissance common stock as of April 7, 1999 by (i) each person who is known to
us to beneficially own more than 5% of the outstanding shares of common stock,
(ii) each of the Chief Executive Officer and the four other executive officers
listed below in the Summary Compensation Table and each director of the
Company, and (iii) all our executive officers and directors as a group. Except
as otherwise indicated, each of the stockholders named below has sole voting
and investment power over the shares of common stock listed as beneficially
owned.
<TABLE>
<CAPTION>
Shares Percentage of
Name of Directors, Named Executive Beneficially Outstanding
Officers and 5% Stockholders Owned(1) Shares
---------------------------------- ------------ -------------
<S> <C> <C>
G. Drew Conway(2)(3) 14,251,490 25.4%
Robert P. Badavas(4) 40,000 *
Paul C. O'Brien(4) 50,000 *
Terry L. Hunter 5,972,580 10.6%
Christopher B. Egizi(5) 79,100 *
Mark W. Biscoe(6) 66,474 *
Mark R. Bruneau 150,000 *
T. Rowe Price Associates, Inc.(7) 5,049,200 9.0%
Massachusetts Financial Services Company(8) 4,401,485 7.8%
All directors and executive officers as a
group (9 persons) 20,689,746 36.7%
</TABLE>
- ------------
* Less than one percent
(1) Beneficial ownership is determined in accordance with the rules of the SEC
and includes voting or investment power with respect to the shares. Shares
of common stock subject to options currently exercisable or exercisable
within 60 days are deemed outstanding for determining the share ownership
and percentage of the person holding such options, but are not deemed
outstanding for determining the percentage of any other person.
(2) Mr. Conway's address is c/o Renaissance Worldwide, 189 Wells Avenue,
Newton, MA 02459.
(3) Includes (i) 25,790 shares of common stock held by trusts for the benefit
of Mr. Conway's children for which Mr. Conway serves as trustee, as to
which Mr. Conway disclaims beneficial ownership and (ii) 168,000 shares of
common stock held by the Conway Family Foundation, Inc. as to which
Mr. Conway disclaims beneficial ownership.
(4) Includes 30,000 shares of common stock issuable upon the exercise of
options currently exercisable or exercisable with 60 days.
(5) Includes 72,000 shares of common stock issuable upon the exercise of
options currently exercisable or exercisable with 60 days.
(6) Includes 52,000 shares of common stock issuable upon the exercise of
options currently exercisable or exercisable with 60 days.
(7) The information reported is based on a Schedule 13G, dated February 10,
1999, filed with the Commission by T. Rowe Price Associates, Inc.
("T. Rowe"). T. Rowe is a registered investment advisor, in which capacity
it has sole voting power with respect to 756,500 shares and sole
dispositive power with respect to 5,049,200 shares. T. Rowe's address is
100 E. Pratt Street, Baltimore, MD 21202.
(8) The information reported is based on a Schedule 13G, dated February 11,
1999, filed with the Commission by Massachusetts Financial Services Company
("MFS"). MFS is a registered investment advisor, in which capacity it has
sole voting power with respect to 4,351,485 shares and sole dispositive
power with respect to 4,401,485 shares. MFS' address is 500 Boylston
Street, Boston, MA 02116.
-4-
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information regarding all compensation awarded
to, earned by or paid to by our President and Chief Executive Officer and each
of our four most highly paid executive officers during 1998, who we refer to as
the named executive officers, during fiscal 1996, 1997 and 1998 and the six
months ended December 27, 1997:
Summary Compensation Table(1)
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual ------------
Compensation(2) Securities
Name and Principal ------------------ Underlying
position Year Salary($) Bonus($) Options
- ------------------ ----------------- --------- -------- ------------
<S> <C> <C> <C> <C>
G. Drew Conway 1998 $133,585 -- --
President and Chief Six month period
Executive Officer ended 12/27/97 192,300 -- --
1997 402,292 -- --
1996 520,000 -- --
- ----------------------------------------------------------------------------
Terry L. Hunter 1998 330,000 198,000 --
President, Enterprise Six month period
Solutions Group ended 12/27/97 162,708 37,806
1997 288,750 37,806 --
1996 225,000 -- --
- ----------------------------------------------------------------------------
Christopher B. Egizi 1998 203,800 290,012 --
Co-President, IT Six month period
Consulting Services ended 12/27/97 98,800 100,000 --
Group 1997 197,600 10,000 50,000
1996 197,600 80,000 120,000
- ----------------------------------------------------------------------------
Mark W. Biscoe 1998 106,000 289,538 --
Co-President, IT Six month period
Consulting Services ended 12/27/97 52,000 174,875 10,000
Group 1997 104,000 165,527 50,000
1996 94,145 167,867 100,000
- ----------------------------------------------------------------------------
Mark R. Bruneau 1998 388,523 -- --
President, Business Six month period
Strategy Group(3)(4) ended 12/27/97 175,000 25,000 --
1997 149,167 698,692 --
</TABLE>
- ------------
(1) The periods in the table are for the fiscal year ended December 26, 1998,
for the six month period ended December 27, 1997, for the fiscal year ended
the last Saturday in June 1997 and for the fiscal year ended the last
Saturday in June 1996.
(2) Annual compensation amounts do not include the dollar value of perquisites
and other personal benefits which did not exceed the lesser of $50,000 or
10% of salary and bonus for any named executive officer.
(3) In fiscal 1997, Mark Bruneau received a performance bonus of $698,692 for
services performed on behalf of C.M. Management Systems, Ltd., Inc. in
1996. C.M. Management Systems Ltd., Inc. was acquired by Renaissance
Solutions, Inc. in February of 1997.
(4) Mr. Bruneau commenced employment with the company on February 13, 1997
subsequent to the C.M. Management Systems Ltd. Inc. acquisition.
-5-
<PAGE>
Employment Agreements
In connection with our initial public offering, we entered into an
employment agreement (the "Employment Agreement") with Mr. Conway under which
we employ Mr. Conway as our President and Chief Executive Officer. The
Employment Agreement has a term of four years and an annual base salary of
$400,000, $425,000, $475,000 and $525,000 in the first through fourth years of
the term. Mr. Conway is also eligible for a bonus based on performance criteria
pre-established by the Compensation Committee for each year and subject to a
maximum limitation of $160,000 in the first year. The Employment Agreement
provides that if we terminate Mr. Conway's employment without "cause" (as
defined in the agreement) or if Mr. Conway terminates his employment for "good
reason" (as defined in the agreement), we will pay Mr. Conway severance equal
to two years of base compensation plus a portion of the bonus paid or payable
with respect to the immediately preceding full employment year based on days of
service in the year of termination. In addition, if Mr. Conway's employment is
terminated at the end of the term of the Employment Agreement, he will be
entitled to severance equal to one year of base compensation. The agreement
also contains non-competition and non-solicitation covenants during the
employment term and for a two-year period thereafter.
In February of 1997, Renaissance Solutions, Inc. entered into an employment
agreement with Mark Bruneau. The agreement has a term of four years and an
annual base salary of $360,000. The employment agreement provides that if we
terminate Mr. Bruneau's employment without "cause" as defined in the agreement,
we will pay Mr. Bruneau severance equal to one year's base compensation. The
agreement also contains non-competition and non-solicitation covenants during
the employment term and for a one year period thereafter.
During 1998, we made no grants of stock options or stock appreciation rights
to any of the named executive officers.
The following table sets forth information about option exercises during
1998 and the number and value of options held by each of the named executive
officers on December 26, 1998.
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at Fiscal In-the-Money Options at
Acquired Year-End(#) Fiscal Year-End($)(1)
on Realized ------------------------- -------------------------
Name Exercise(#) Value($) Exercisable Unexercisable Exercisable Unexercisable
---- ---------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
G. Drew Conway -- -- -- -- -- --
Terry L. Hunter -- -- -- -- -- --
Mark W. Biscoe 30,000 659,425 42,000 88,000 14,064 18,752
Christopher B. Egizi 20,000 459,530 62,000 88,000 24,378 22,502
Mark R. Bruneau -- -- -- -- -- --
</TABLE>
- ------------
(1) Based upon the market price of $5.969 per share, which was the closing
price per share of common stock on the Nasdaq National Market on December
24, 1998 less the option exercise price payable per share.
Report of the Compensation Committee of the Board of Directors
The following report of the Compensation Committee of the Board of Directors
describes the compensation policies applicable to our executive officers,
including the chief executive officer, with respect to compensation for 1998.
The information in this report is considered "soliciting material" or "filed"
with the SEC and it is not incorporated by reference into any of our future
filings with the SEC.
Compensation Philosophy
Our philosophy in setting compensation policies for executive officers is to
maximize stockholder value over time. The Compensation Committee establishes
compensation policies that apply to the executive officers, including the
president and chief executive officer, and evaluates the performance of these
officers. The Compensation Committee strongly believes that executive
compensation should be directly linked to
-6-
<PAGE>
continuous improvements in corporate performance, reduction in expenses, and
increases in stockholder value. In this regard, the Compensation Committee has
adopted the following guidelines for compensation decisions:
. Provide a competitive total compensation package that enables us to
attract and retain key executive talent.
. Align all pay programs with our annual and long-term business strategies
and objectives.
. Provide variable compensation opportunities that are directly linked to
our performance and that link executive reward to stockholder return.
The Compensation Committee focuses primarily on the following three
components in forming the total compensation package for its executive
officers:
. Base Salary
. Annual Incentive Bonus
. Long-Term Incentives
Base Salary
The Committee intends to compensate our executive officers, including the
president and chief executive officer and business unit presidents,
competitively within the industry. In order to evaluate our competitive
position in the industry, the Compensation Committee reviews and analyzes the
compensation packages, including base salary levels, offered by other
information technology, systems integration and management consulting
companies, and other companies with which we compete. In addition, the
Committee also subjectively evaluates the level of performance of each
executive officer, including Mr. Conway, in order to determine current and
future appropriate pay levels. Mr. Conway's base salary is established by his
employment agreement that was entered into before our initial public offering.
For our other executive officers, the Committee, in consultation with the
president and chief executive officer, has established base salary ranges that
it believes are competitive in the industry, linking a portion of these
executives' total compensation to an annual bonus.
Annual Incentive Bonus
During 1998, certain of the executive officers of the Company received
annual incentive bonuses that were determined by the Committee in consultation
with the President and Chief Executive Officer. These bonuses were determined
upon criteria applicable to the performance of the business units under the
control of such executives. Mr. Conway has declined to be awarded a bonus for
fiscal years 1996, 1997 and 1998.
Long-Term Incentives
The principal form of long-term incentive compensation is the grant of stock
options. The Committee is responsible for determining the individuals to whom
grants should be made, the timing of grants, the exercise price per share and
the number of shares subject to each option. Other than stock options, the
Committee made no other long-term performance awards during the last fiscal
year. Stock option awards are granted based on individual and/or corporate
performance as determined subjectively by the Committee. The Committee
considers grants of options to executive officers during each fiscal year.
Stock options provide our executive officers with the opportunity to share
in the appreciation of the value of the stock. The Committee believes that
stock options directly motivate an executive to maximize long-term stockholder
value. The option vesting periods encourage key employees to continue their
employment with us.
All options to executive officers to date have been granted at the fair
market value of our common stock on the date of the grant. The Committee
considers the grant of each option subjectively, considering factors such as
the individual performance of executive officers and competitive compensation
packages in the industry. No option grants were made to Mr. Conway or the named
executive officers.
Summary
The Compensation Committee believes that its executive compensation
philosophy of paying its executive officers well by means of competitive base
salaries and annual bonus and long-term incentives, as described in this
report, serves the interests of the Company and our stockholders.
COMPENSATION COMMITTEE
Robert P. Badavas
Paul C. O'Brien
-7-
<PAGE>
Stock Performance Graph
The following graph compares the yearly percentage change in the cumulative
total stockholder return on the Company's common stock during the period from
its initial public offering (June 5, 1996) through December 26, 1998 with the
cumulative total return on the Nasdaq stock index and the peer group index (the
"Peer Group"). The comparison assumes $100 was invested on June 5, 1996 in
Renaissance Worldwide, Inc.'s common stock and in each of such indices and
assumes reinvestment of dividends, where applicable. The Peer Group used in
previous years was composed of the following companies: Computer Horizons Corp.
(CHRZ), Sykes Enterprises, Incorporated (SYKE), On Assignment, Inc. (ASGN),
Data Processing Resources Corporation (DPRC), Alternative Resources Corp.
(ALRC), SCB Computer Technology, Inc. (SCBI) and Whittman-Hart, Inc. (WHIT). In
the current year Renaissance amended its Peer Group to reflect its expanded
service offerings and current competitive marketplace. The Peer Group for
comparison in the current year is composed of the following companies:
Cambridge Technology Partners (CATP), Ciber Inc. (CBR), Complete Business
Solutions Inc. (CBSI), Computer Horizens Corporation (CHRZ), Computer Task
Group Inc. (TSK), Data Processing Resources Corporation (DPRC), Metamor
Worldwide Inc. (MMWW), and Technology Solutions Co. (TSCC).
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
June 5 June 29 December 28 June 28 December 27 June 27 December 26
1996 1996 1996 1997 1997 1998 1998
<S> <C> <C> <C> <C> <C> <C> <C>
Renaissance Worldwide 100 172.12 279.41 258.82 255.88 242.71 70.24
Old Peer Group 100 91.14 82.69 100.32 109.27 110.32 108.41
New Peer Group 100 103.78 111.84 128.88 153.48 192.07 119.08
Broad Market 100 95.63 102.89 115.54 126.22 151.75 177.79
</TABLE>
Compensation Committee Interlocks and Insider Participation
Messrs. Badavas and O'Brien, neither of who is or was an executive officer
or employee of Renaissance, served on the Compensation Committee during the
twelve-month period ended December 26, 1998.
-8-
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers, and persons who beneficially own more than ten percent
of our outstanding common stock, to file with the SEC initial reports of
ownership and reports of changes in ownership. Officers, directors and greater-
than-ten-percent stockholders must furnish us with copies of all Section 16(a)
forms they file. In reviewing the various reports filed with respect to
beneficial ownership it was discovered that Raymond G. Carlin filed four late
reports. Three of the late reports reported acquisition of common stock and one
late report was filed to report Mr. Carlin's beneficial ownership of common
stock and options to purchase such common stock.
Certain Relationships and Related Transactions
On September 19, 1995, we entered into four lease agreements, each with a
term ending on September 30, 2010, with the 189 Wells Avenue Realty Trust for a
total of approximately 18,800 square feet of office space located at 189 Wells
Avenue, Newton, Massachusetts at an annual rent of approximately $357,000.
During fiscal 1997 we expanded our rental space with the realty trust to 28,000
square feet at annual rent of approximately $500,000. Our executive offices are
located in this space. Mr. Conway is the sole beneficiary of the realty trust.
Management believes that the terms of each lease agreement are no less
favorable to us than could be obtained in a transaction with an unrelated third
party.
During fiscal 1997, we entered into a contract with an entity controlled by
Mr. Conway to use an airplane for corporate travel purposes. We pay for the
usage on a per-flight-hour basis at a rate which management believes
approximates market prices. Total amounts paid to this entity were
approximately $367,000 during 1997 and approximately $291,000 during 1998.
In connection with the acquisition of C.M. Management Systems Ltd., Inc. in
February of 1997, the Company has made and will be required to make certain
earnout payments to Mark Bruneau through February 2000 based upon the results
of operations of the entity over the earnout period. Mr. Bruneau was a
principal shareholder of C.M. Management Systems Ltd., Inc.
Mr. O'Brien, one of our directors, is a director of BankBoston Corp.
BankBoston, N.A., a subsidiary of BankBoston Corp., serves as our Transfer
Agent and Registrar.
We have adopted a policy that all material transactions between Renaissance
and our officers, directors and other affiliates must (i) be approved by a
majority of the Board of Directors, including a majority of the disinterested
directors, and (ii) be on terms no less favorable to us than could be obtained
from unaffiliated third parties.
AUDIT MATTERS
PricewaterhouseCoopers LLP has been selected to audit our financial
statements for the fiscal year ending December 25, 1999, and to report the
results of their examination.
A representative of PricewaterhouseCoopers LLP is expected to be present at
the meeting and will be afforded the opportunity to make a statement if he or
she desires to do so and to respond to appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
Any stockholder wishing to include a proposal in our proxy statement for the
Annual Meeting of Stockholders in 2000 must submit it to us no later than
November 24, 1999. Any stockholder wishing to make a proposal must notify our
clerk of such intention at our principal executive offices no later than March
28, 2000 and no earlier than February 26, 2000.
-9-
<PAGE>
OTHER BUSINESS
The Board of Directors knows of no business that will come before the
meeting for action except as described in the accompanying notice of meeting.
However, as to any such business, the persons designated as proxies will have
discretionary authority to act in their best judgment.
FORM 10-K AND ANNUAL REPORT TO STOCKHOLDERS
A copy of our Annual Report to Stockholders accompanies this proxy
statement. We filed our Form 10-K for the fiscal year ended December 26, 1998
with SEC on March 26, 1999.
-10-
<PAGE>
RW152B DETACH HERE
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PROXY
RENAISSANCE WORLDWIDE, INC.
Proxy Solicited on Behalf of the Board of Directors of the Company for
its Annual Meeting to be held May 27, 1999
The undersigned appoints Leanne P. Imparato and Richard L. Bugley, and each
of them, as proxies, each with the power of substitution, and authorizes them to
represent and vote all shares of Common Stock of Renaissance Worldwide, Inc.
held by the undersigned at the Annual Meeting of Stockholders to be held at the
offices of Ropes & Gray, One International Place, 36th Floor, Boston,
Massachusetts 02110 at 10:00 a.m. (local time), on Thursday, May 27, 1999, and
at any adjournments thereof for the purposes set forth on the reverse side. The
undersigned instructs such proxies or their substitutes to act on the following
matters as specified by the undersigned, and authorizes such proxies or their
substitutes to act on the following matters as specified by the undersigned, and
authorizes such proxies to vote in such other matters that may properly come
before the meeting in the discretion of the proxy so acting. All previously
dated proxies given by the undersigned in respect to said meeting are hereby
revoked.
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SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
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<PAGE>
RW152A DETACH HERE
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Please mark
[X] votes as in
this sample
1. Election of two Class I Directors
Nominees:
FOR WITHHELD
Robert P. Badavas [_] [_]
Terry L. Hunter [_] [_]
Signature: Date:
-------------------- -----------
2. To transact any other business that may
properly come before the meeting or any
other adjournment(s) thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
Note: Please sign exactly as name appears on this card and date. Where shares
are held jointly, both holders should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
corporation, please sign in full corporate name and indicate the signer's
office. If a partnership, sign in partnership name.
Signature: Date:
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