<PAGE>
As filed with the Securities and Exchange Commission
on November 14, 1996. Registration No. 333-____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
KEANE, INC.
- -------------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Massachusetts 04-2437166
- --------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Ten City Square, Boston, Massachusetts 02129
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1992 EMPLOYEE STOCK PURCHASE PLAN
- -------------------------------------------------------------------------------
(Full Title of the Plan)
Hal J. Leibowitz, Esq.
c/o Hale and Dorr
60 State Street
Boston, Massachusetts 02109
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(Name and Address of Agent for Service)
(617) 526-6000
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(Telephone Number, Including Area Code, of Agent For Service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount
to be to be Price Per Offering of Registration
Registered Registered Share (1) Price (1) Fee (1)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 300,000 shares $48.06 $14,418,000 $4,370
===================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) and based on the average of the reported
high and low sale prices of the registrant's Common Stock on the American
Stock Exchange on November 8, 1996.
2
<PAGE>
Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 (the "Registration Statement")
incorporates by reference the contents of the Registration Statement on Form S-
8, File No. 33-52758, filed by Keane, Inc., a Massachusetts corporation (the
"Company"), with the Securities and Exchange Commission on October 2, 1992,
relating to the Company's 1992 Employee Stock Purchase Plan.
3
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Company
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on the 12th
day of November, 1996.
KEANE, INC.
By: /s/ John F. Keane
-----------------------
John F. Keane,
President and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
We, the undersigned Directors and Officers of the Company hereby constitute
John F. Keane, Wallace A. Cataldo, Francis M. Cleary, Norman B. Asher and Hal J.
Leibowitz, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
Directors and Officers to enable Keane, Inc. to comply with all requirements of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
(i) Principal executive )
officer: )
)
)
/s/ John F. Keane President and )
- ------------------------------- Chief Executive )
John F. Keane Officer )
)
)
(ii) Principal financial and )
accounting officer: )
)
)
/s/ Wallace A. Cataldo Vice President- )
- ------------------------------- Finance )
Wallace A. Cataldo )
)
)
(iii) A majority of the )
Board of Directors: )
)
)
/s/ John F. Keane Director )November 12, 1996
- ------------------------------- )
John F. Keane )
)
)
/s/ John F. Rockart Director )
- ------------------------------- )
John F. Rockart )
)
)
/s/ Winston R. Hindle, Jr. Director )
- ------------------------------- )
Winston R. Hindle, Jr. )
</TABLE>
5
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ------------- ----------------------------------------- ----
<S> <C> <C>
4.1 Articles of Organization, as amended, *
of the Registrant (filed as Exhibit 3.1
to the Registrant's Annual Report on
Form 10-K for the year ended
December 31, 1995 File No. 1-7516)
are incorporated herein by reference.
4.2 By-Laws, as amended, of the Registrant *
(filed as Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the
year ended December 31, 1995
File No. 1-7516) are incorporated
herein by reference.
5.1 Opinion of Hale and Dorr. 6
23.1 Consent of Coopers & Lybrand L.L.P. 8
23.2 Consent of Hale and Dorr (included in 6
Exhibit 5.1).
24 Power of Attorney (included on page 3
3 of this Registration Statement).
</TABLE>
- -----------
* Incorporated herein by reference
<PAGE>
Exhibit 5.1
[LETTERHEAD OF HALE AND DORR]
November 14, 1996
Keane, Inc.
Ten City Square
Boston, Massachusetts 02129
Re: 1992 Employee Stock Purchase Plan
---------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to 300,000 shares (the "Shares") of Common Stock,
$.10 par value per share, of Keane, Inc., a Massachusetts corporation (the
"Company"), issuable under the Company's 1992 Employee Stock Purchase Plan (the
"Plan").
We have examined the Articles of Organization and By-laws of the
Company, and all amendments thereto, all pertinent records of the meetings of
the directors and stockholders of the Company, the Registration Statement and
such other documents relating to the Company as we have deemed material for
purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified, photostatic or facsimile copies, and the authenticity of the
originals of such latter documents.
<PAGE>
Keane, Inc.
November 14, 1996
Page 2
Based upon the foregoing, it is our opinion that the Shares have been
duly authorized for issuance under the Plan, and the Shares, when issued and
paid for in accordance with the terms of the Plan at a price per share in excess
of the par value per share for such Shares, will be legally issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr
HALE AND DORR
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Keane, Inc. on Form S-8 of our report dated March 21, 1996, on our
audits of the consolidated financial statements and financial statement schedule
of Keane, Inc. as of December 31, 1995 and 1994, and for each of the three years
in the period ended December 31, 1995, which report is included in the Annual
Report on Form 10-K of Keane, Inc. for the year ended December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
November 12, 1996
