RENAISSANCE WORLDWIDE INC
8-K, 2000-06-21
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  June 13, 2000
                                                 ------------------

                          RENAISSANCE WORLDWIDE, INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



<TABLE>
<S>                                        <C>                      <C>
       Massachusetts                          0-28192                        04-2920563
-------------------------------------------------------------------------------------------
(State or Other Jurisdiction                (Commission                    (IRS Employer
     of Incorporation)                     File Number)                 Identification No.)
</TABLE>

                     52 Second Avenue, Waltham, MA 02451
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             (Address of principal executive offices)  (Zip Code)



Registrant's telephone number:      (781) 290-3000
                              --------------------------------------------------


                                      N/A
--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)

                                  Page 1 of 4
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Item 5.  Other Events
         ------------

     On June 13, 2000 the Board of Directors of Renaissance Worldwide, Inc. (the
"Company") declared a dividend of one right (the "Rights") to purchase one one-
thousandth (1/1000th) of a share of Series A preferred stock, par value $.10 per
share, of the Company for each outstanding share of common stock, no par value
per share, of the Company. The dividend is payable to shareholders of record on
June 30, 2000. The terms of the Rights are set forth in the Rights Agreement
dated as of June 13, 2000 between the Company and Fleet National Bank, as Rights
Agent, a copy of which is filed herewith as an exhibit and incorporated herein
by reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
         ------------------------------------------------------------------

(c)  Exhibits:
     --------

     1.  Rights Agreement dated as of June 13, 2000 ("Rights Agreement") between
         the Company and Fleet National Bank, as Rights Agent (incorporated
         herein by reference to Exhibit 1 to the Company's Form 8-A filed on
         June 21, 2000).

     2.  Form of Certificate of Designation with respect to the Series A
         Preferred Stock, par value $.10 per share, of the Company (attached as
         Exhibit A to the Rights Agreement) (incorporated herein by reference to
         Exhibit 2 to the Company's Form 8-A filed on June 21, 2000).

     3.  Form of Rights Certificate (attached as Exhibit B to the Rights
         Agreement). Pursuant to the Rights Agreement, printed Rights
         Certificates will not be mailed until the Distribution Date (as defined
         in the Rights Agreement) (incorporated herein by reference to Exhibit 3
         to the Company's Form 8-A filed on June 21, 2000).

     4.  Summary of Rights (attached as Exhibit C to the Rights Agreement)
         (incorporated herein by reference to Exhibit 4 to the Company's
         Form 8-A filed on June 21, 2000).


                                 Page 2 of 4
<PAGE>

                                   SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   RENAISSANCE WORLDWIDE, INC.


Date: June 13, 2000                By:  /s/ Joseph F. Pesce
                                        -------------------
                                   Name:   Joseph F. Pesce
                                   Title:  Chief Financial Officer and Treasurer

                                  Page 3 of 4
<PAGE>

                                 EXHIBIT INDEX


     The following designated exhibits are filed herewith:


     1.  Rights Agreement dated as of June 13, 2000 ("Rights Agreement") between
         the Company and Fleet National Bank, as Rights Agent (incorporated
         herein by reference to Exhibit 1 to the Company's Form 8-A filed on
         June 21, 2000).

     2.  Form of Certificate of Designation with respect to the Series A
         Preferred Stock, par value $.10 per share, of the Company (attached as
         Exhibit A to the Rights Agreement) (incorporated herein by reference to
         Exhibit 2 to the Company's Form 8-A filed on June 21, 2000).

     3.  Form of Rights Certificate (attached as Exhibit B to the Rights
         Agreement). Pursuant to the Rights Agreement, printed Rights
         Certificates will not be mailed until the Distribution Date (as defined
         in the Rights Agreement) (incorporated herein by reference to Exhibit 3
         to the Company's Form 8-A filed on June 21, 2000).

     4.  Summary of Rights (attached as Exhibit C to the Rights Agreement)
         (incorporated herein by reference to Exhibit 4 to the Company's
         Form 8-A filed on June 21, 2000).


                                  Page 4 of 4


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