<PAGE>
As filed with the Securities and Exchange Commission on November 16, 2000
File No. 333-
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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)
RENAISSANCE WORLDWIDE, INC. 1996 STOCK PLAN
RENAISSANCE WORLDWIDE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN,
RENAISSANCE WORLDWIDE, INC. 1998 ACQUISITION STOCK OPTION PLAN,
RENAISSANCE WORLDWIDE, INC. 1998 INTERNATIONAL STOCK OPTION PLAN
--------------------------
(Full title of the plan)
Christopher D.T. Guiffre, Esq.
Vice President and General Counsel
Renaissance Worldwide, Inc.
52 Second Avenue
Waltham, Massachusetts 02451
(781) 290-3028
---------------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration fee
per share price (1) (2)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 7,303,832 shares $1.17185 (1) $8,558,995.50 $2,259.57
================================================================================================================
</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, not par value, reported on the NASDAQ National
Market November 10, 2000.
Exhibit Index on page II-5;
Page 1 of 7 pages.
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<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 25, 1999 as filed with the Securities and Exchange
Commission (the "Commission") on March 24, 2000.
----------
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000 filed with the Commission on October 31, 2000.
(c) The Company's Current Report on Form 8-K as filed with the
Commission on March 24, 2000 and the Company's Current Report on
Form 8-K as filed with the Commission on June 21, 2000.
(d) The description of the Company's Common Stock contained in its
registration statement on Form 8-A, File No. 0-28192.
All documents subsequently filed by the Registrant or the Plan pursuant to
Section 13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Massachusetts General Laws, Chapter 156B, Section 67, empowers a
Massachusetts corporation to indemnify any person in connection with any action,
suit or proceeding brought or threatened by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation or was
serving as such with respect to another corporation or other entity at the
request of such corporation, unless such person shall have been adjudicated 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 Katch, Tyson & Company.
23.3. Consent of Goldstein Golub Kessler LLP.
23.4. 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
II-2
<PAGE>
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Waltham, The Commonwealth of Massachusetts, on
this 16th day of November, 2000.
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, Christopher D.T. Guiffre
and Keith F. Higgins, and each of them singly, his true and lawful attorneys
with full power to them, and each of them singly, to sign for him and in his
name in the capacities indicated below any and all amendments (including post-
effective amendments) to this Registration Statement and to file the same, with
exhibits thereto, and other documents in connection therewith, and he hereby
ratifies and confirms his signature as it may be signed by said attorneys, or
any of them, to any and all such amendments.
Signature Capacity in Which Signed Date
--------- ------------------------ ----
/s/ G. Drew Conway Chairman and Chief Executive November 16, 2000
---------------------- Officer
G. Drew Conway
Chief Financial Officer November 16, 2000
/s/ Joseph F. Pesce and Treasurer
----------------------
Joseph F. Pesce
/s/ Robert P. Badavas Director November 16, 2000
----------------------
Robert P. Badavas
/s/ Paul C. O'Brien Director November 16, 2000
----------------------
Paul C. O'Brien
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Title of Exhibit Page
------ ---------------- ----
<S> <C>
4.1. Restated Articles of Organization of Registrant (incorporated by
reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1, File No. 333-19991).
4.2. 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. 02-38192).
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. II-6
23.1. Consent of PricewaterhouseCoopers LLP. II-7
23.2. Consent of Katch, Tyson & Company. II-8
23.3. Consent of Goldstein Golub Kessler LLP. II-9
23.4. 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>
II-5
