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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): DECEMBER 16, 1996
KEANE, INC.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS
(State or Other Jurisdiction of Incorporation)
1-7516 04-243-7166
(Commission File Number) (I.R.S. Employer Identification No.)
TEN CITY SQUARE
BOSTON, MASSACHUSETTS 02129
(Address of Principal Executive Offices) (Zip Code)
(617) 241-9200
(Registrant's telephone number, including area code)
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This Current Report on Form 8-K is filed by Keane, Inc., a
Massachusetts corporation (the "Registrant"), in connection with the matters
described herein.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 16, 1996, Ernst & Young LLP ("Ernst & Young") informed the
Registrant that it was resigning as the Registrant's independent auditors, and
the Registrant engaged Coopers & Lybrand L.L.P. ("Coopers & Lybrand") to fill
such position. The reason given by Ernst & Young for its resignation was the
existence of certain mutual business opportunities on which both Ernst & Young
and the Registrant desire to collaborate which would affect Ernst & Young's
independence with respect to the Registrant. The decision to engage Coopers &
Lybrand was made by the Board of Directors of the Registrant.
Ernst & Young served as the Registrant's independent auditors during
the period beginning on October 24, 1996 and ending on December 16, 1996.
During such period, Ernst & Young issued no reports on the financial statements
of the Registrant. During the Registrant's two most recent fiscal years and the
subsequent interim period immediately preceding the date of the resignation of
Ernst & Young, the Registrant had no disagreements with Ernst & Young on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreement(s), if not resolved to the
satisfaction of Ernst & Young, would have caused Ernst & Young to make a
reference to the subject matter of the disagreement in connection with any
report on the financial statements of the Registrant had any report been issued.
None of the reportable events listed in Item 304(a)(1)(v) of Regulation S-K
under the Securities Exchange Act of 1934 occurred during the period Ernst &
Young served as the Registrant's auditors.
Prior to the Registrant's retaining Ernst & Young in October 1996,
Coopers & Lybrand had served as the Registrant's independent auditors. During
the period in which Ernst & Young served as the Registrant's independent
auditors, neither the Registrant nor anyone on its behalf consulted Coopers &
Lybrand regarding the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might
be rendered on the Registrant's financial statements, and no written or oral
advice concerning the same was provided to the Registrant that was an important
factor considered by the Registrant in reaching a decision as to any accounting,
auditing or financial reporting issue. During the Registrant's two most recent
fiscal years and the subsequent interim period immediately preceding the
Registrant's engagement of Ernst & Young in October 1996, the Registrant
regularly consulted with Coopers & Lybrand regarding accounting, auditing and
financial reporting issues, as Coopers & Lybrand served as the Registrant's
independent auditors. During such period, the Registrant had no disagreements
with Coopers & Lybrand on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Coopers & Lybrand, would
have caused Coopers & Lybrand to make a reference to the subject matter of the
disagreement in connection with its reports on the financial statements of the
Registrant.
The Registrant has requested that Ernst & Young furnish it with a
letter addressed to the Commission stating whether it agrees with the statements
set forth above. A copy of this letter is filed as Exhibit 16 to this Current
Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The exhibits listed in the Exhibit Index filed as part of this
report are filed as part of or are included in this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
KEANE, INC.
(Registrant)
Date: December 20, 1996 By: /s/Wallace A. Cataldo
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Wallace A. Cataldo
Vice President - Finance
(Principal Financial Officer)
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EXHIBIT INDEX
Exhibit Number Description
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16 Letter re Change in Certifying Accountant
99 Resignation Letter of Ernst & Young
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EXHIBIT 16
[LETTERHEAD OF ERNST & YOUNG LLP APPEARS HERE]
December 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 on page 2 of Form 8-K dated December 16, 1996 of Keane, Inc.
and are in agreement with the statements contained in the first, second, and
fourth paragraphs as they relate to Ernst & Young LLP. We have no basis to agree
or disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP
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EXHIBIT 99
[LETTERHEAD OF ERNST & YOUNG APPEARS HERE]
December 18, 1996
Mr. Wallace A. Cataldo
Chief Financial Officer
Keane, Inc.
10 City Square
Charlestown, MA 02129
Dear Mr. Cataldo:
This is to confirm that the client-auditor relationship between Keane, Inc.
(Commission File Number 1-7516) and Ernst & Young LLP has ceased.
Very truly yours,
/s/ Ernst & Young LLP
cc: Office of the Chief Accountant
SECPS letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
