<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1999
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.)
52 Second Avenue
Waltham, Massachusetts 02451
(Address of principal executive offices, including zip code)
1996 Employee Stock Purchase Plan
1998 Directors Stock Plan
___________________________
(Full title of the plan)
Richard L. Bugley, Esq.
General Counsel
Renaissance Worldwide, Inc.
52 Second Avenue
Waltham, Massachusetts 02451
(781) 290-3037
______________________________________________
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
Title Of Proposed Maximum Proposed Maximum Amount Of
Securities To Amount To Be Offering Price Per Aggregate Offering Registration
Be Registered Registered Share (1) Price (1) Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
No Par Value 720,000 shares $6.3281 $4,556,232 $1,202.85
==================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of Common Stock, no par value, reported on the NASDAQ National
Market on December 22, 1999.
Exhibit Index on Page II-5
Page 1 of 11 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 Annual Report on Form 10-K for the fiscal year ended
December 26, 1998 as filed with the Securities and Exchange
Commission (the "Commission") on March 26, 1999.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 27, 1999, June 26, 1999 and September 25, 1999 filed
with the Commission on May 11, 1999, August 10, 1999 and November
9, 1999, respectively.
(c) The description of the Company's Common Stock contained in its
registration statement on Form 8-A, File No. 0-28192.
All documents subsequently filed by the Registrant or the Plan pursuant
to Section 13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange
Act prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Massachusetts General Laws, Chapter 156B, Section 67, empowers a
Massachusetts corporation to indemnify any person in connection with any action,
suit or proceeding brought or threatened by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation or was
serving as such with respect to another corporation or other entity at the
request of such corporation, unless such person shall have been adjudicated in
any proceeding not to have acted in good faith in the reasonable belief that
such action was in the best interests of the Company. The Company's Restated
Articles of Organization, as amended and restated, contains provisions that
require the Company to indemnify its directors and officers to the fullest
extent permitted by Massachusetts law.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
II-1
<PAGE>
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 Articles of Amendment to Restated Articles of Organization as
filed in Massachusetts on July 30, 1997 (incorporated by reference
to Exhibit 3.3 of the Registrant's Report on Form 10-K for the
transition period from June 28, 1997 to December 27, 1997, File
No. 0-28192).
4.3 Articles of Amendment to Restated Articles of Organization as
filed in Massachusetts on January 8, 1998 (incorporated by
reference to Exhibit 3.4 of the Registrant's Report on Form 10-K
for the transition period from June 28, 1997 to December 27, 1997,
File No. 0-28192).
4.4 Second Amended and Restated By-laws of Registrant (incorporated by
reference to Exhibit 3.5 of the Registrant's Report on Form 10-K
for the transition period from June 28, 1997 to December 27, 1997,
File No. 0-28192).
5 Opinion of Ropes & Gray.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Katch, Tyson & Company.
23.4 Consent of Goldstein Golub Kessler LLP.
23.5 Consent of Ropes & Gray (contained in the opinion filed as
Exhibit 5 to this registration statement).
24 Power of Attorney (included on Signature Page).
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement, (i) to
include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933, (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof), which, individually or
in the aggregate, represent a fundamental change in the information set
forth in the registration statement, and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that
-------- -------
paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(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
II-2
<PAGE>
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 Waltham, The Commonwealth of Massachusetts, on
this 28th day of December, 1999.
RENAISSANCE WORLDWIDE, INC.
By: /s/ G. Drew Conway
---------------------------------
Name: G. Drew Conway
Title: Chairman 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 or her true and lawful attorneys
with full power to them, and each of them singly, to sign for him or her and in
his or her 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 or she hereby ratifies and confirms his or her signature as it may be
signed by said attorneys, or any of them, to any and all such amendments.
Signature Capacity in Which Signed Date
- ----------- ------------------------ ----
/s/ G. Drew Conway Chairman and Chief Executive August 3, 1999
- ----------------------
G. Drew Conway Officer
/s/ Joseph F. Pesce Chief Financial Officer August 3, 1999
- ----------------------
Joseph F. Pesce (Principal Financial Officer
and Principal Accounting
Officer)
/s/ Terry L. Hunter Director August 3, 1999
- ----------------------
Terry L. Hunter
/s/ Robert P. Badavas Director August 3, 1999
- ----------------------
Robert P. Badavas
/s/ Paul C. O'Brien Director August 3, 1999
- ----------------------
Paul C. O'Brien
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Title of Exhibit Page
- ------ ---------------- ----
<S> <C> <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 Articles of Amendment to Restated Articles of Organization as
filed in Massachusetts on July 30, 1997 (incorporated by reference
to Exhibit 3.3 of the Registrant's Report on Form 10-K for the
transition period from June 28, 1997 to December 27, 1997, File
No. 0-28192).
4.3 Articles of Amendment to Restated Articles of Organization as
filed in Massachusetts on January 8, 1998 (incorporated by
reference to Exhibit 3.4 of the Registrant's Report on Form 10-K
for the transition period from June 28, 1997 to December 27, 1997,
File No. 0-28192).
4.4 Second Amended and Restated By-laws of Registrant (incorporated by
reference to Exhibit 3.5 of the Registrant's Report on Form 10-K
for the transition period from June 28, 1997 to December 27, 1997,
File No. 0-28192).
5 Opinion of Ropes & Gray. 7
23.1 Consent of PricewaterhouseCoopers LLP. 8
23.2 Consent of Deloitte & Touche LLP. 9
23.3 Consent of Katch, Tyson & Company. 10
23.4 Consent of Goldstein Golub Kessler LLP. 11
23.5 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 APPEARS HERE]
December 28, 1999
Renaissance Worldwide, Inc.
52 Second Avenue
Waltham, Massachusetts 02451
Re: Renaissance Worldwide, Inc.
---------------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of 720,000 shares of Common Stock, no par value (the "Shares"),
of Renaissance Worldwide, Inc. a Massachusetts corporation (the "Company").
We have acted as counsel for the Company and are familiar with the action
taken by the Company in connection with the Company's 1996 Employee Stock
Purchase Plan and 1998 Directors Stock Plan (collectively, the "Plans"). For
purposes of this opinion, we have examined the Plans and such other documents,
records, certificates, and other instruments as we have deemed necessary.
We express no opinion as to the applicability of compliance with or effect
of federal law or the law of any jurisdiction other than The Commonwealth of
Massachusetts.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Shares have been issued and sold and consideration
received therefor by the Company in accordance with the terms of the Plans, the
Shares will be validly issued, fully paid, and non-assessable.
We, hereby, consent to your filing this opinion as an exhibit to the
Registration Statement. It is understood that this opinion is to be used only
in connection with the offer and sale of the Shares while the Registration
Statement is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 25, 1999, except for the
termination of the line of credit described in Note 9, which is as of March 24,
1999 relating to the financial statements of Renaissance Worldwide, Inc., which
appears in the Company's Annual Report on Form 10-K for the year ended
December 26, 1998.
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 28, 1999
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Renaissance Worldwide, Inc. (formerly known as The Registry, Inc.) on Form
S-8 of our report dated February 28, 1997 on the December 31, 1996 consolidated
financial statements of Renaissance Solutions, Inc. (which expresses an
unqualified opinion and includes an explanatory paragraph relating to the
accounting for an acquisition as a pooling-of-interests) appearing in the Form
10-K of Renaissance Worldwide, Inc. for the year ended December 26, 1998.
Deloitte & Touche LLP
Boston, Massachusetts
December 27, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Forms S-8 of Renaissance Worldwide, Inc. (formerly known as The Registry,
Inc.) of our report dated March 12, 1998, on Neoglyphics Media Corporation as of
December 31, 1997 and for the year then ended, appearing in the Form 10-K of
Renaissance Worldwide, Inc. for the year ended December 26, 1998.
/s/ Katch, Tyson & Company
KATCH, TYSON & COMPANY
Certified Public Accountants
December 28, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of Renaissance Worldwide, Inc. on Form S-8, of our report dated
February 27, 1998, on the financial statements of Triad Data, Inc., as of
December 31, 1997 and for each of the two years ended December 31, 1997
appearing in the annual report on Form 10-K of Renaissance Worldwide, Inc. for
the year ended December 26, 1998.
GOLDSTEIN GOLUB KESSLER LLP
New York, New York
December 28, 1999
