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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): April 14, 1998
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Keane, Inc.
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(Exact Name of Registrant as Specified in Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
1-7516 04-243-7166
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(Commission File Number) (I.R.S. Employer Identification No.)
Ten City Square
Boston, Massachusetts 02129
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(Address of Principal Executive Offices) (Zip Code)
(617) 241-9200
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On April 14, 1998, Keane, Inc. (the "Registrant") and GSE Erudite Software,
Inc. ("GSE Erudite") announced that they had signed a letter of intent (the "GSE
Erudite Letter") whereby the Registrant would acquire substantially all of the
assets of GSE Erudite. A copy of the parties' joint press release announcing
the signing of the GSE Erudite Letter is attached as Exhibit 99.1.
On April 20, 1998, the Registrant and Bricker & Associates, Inc.
("Bricker") announced that they had entered into a definitive agreement (the
"Definitive Agreement") whereby the Registrant would acquire all of the
outstanding capital stock of Bricker. A copy of the parties' joint press
release announcing the signing of the Definitive Agreement is attached as
Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Financial statements of businesses acquired are not required as per
Rule 3-05(b) of Regulation S-X.
(b) Pro Forma Financial Information.
Pro forma financial information is not required as per Rule 11-01(c)
of Regulation S-X.
(c) Exhibits.
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99.1 Press Release regarding Letter of Intent by and between the
Registrant and GSE Erudite Software, Inc., dated April 14, 1998.
99.2 Press Release regarding Definitive Agreement by and between the
Registrant and Bricker & Associates, Inc., dated April 20, 1998.
-2-
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SIGNATURE
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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.
Date: April 20, 1998 KEANE, INC.
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(Registrant)
By: /s/ Wallace A. Cataldo
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Wallace A. Cataldo
Vice President - Finance
and Administration
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release regarding Letter of Intent by and between the Registrant
and GSE Erudite Software, Inc., dated April 14, 1998.
99.2 Press Release regarding Definitive Agreement by and between the
Registrant and Bricker & Associates, Inc., dated April 20, 1998.
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EXHIBIT 99.1
GSE ERUDITE LETTER OF INTENT
CONTACT: Carol DeMatteo
Public Relations
(617) 241-9200 x1293
KEANE SIGNS LETTER OF INTENT TO ACQUIRE GSE ERUDITE SOFTWARE
PROPOSED ACQUISITION WOULD EXPAND KEANE'S PRESENCE IN SALT LAKE CITY
SALT LAKE CITY, April 14, 1998 -- Leading software services firm Keane,
Inc. (AMEX:KEA) and GSE Systems, Inc. (NASDAQ:GSES) today announced the signing
of a letter of intent for Keane to purchase substantially all of the assets of
Salt Lake City-based GSE Erudite Software, Inc. GSE Erudite is an information
technology consulting company with 1997 revenues of approximately $18 million
and a subsidiary of GSE Systems, Inc. The proposed acquisition is subject to the
execution of a definitive purchase agreement, which is anticipated to be
completed by early May. Terms of the agreement were not disclosed.
Combining operations would increase Keane's Salt Lake City consulting staff
to approximately 175, significantly expanding Keane's presence in Salt Lake
City. The proposed acquisition would also allow Keane to offer its full range
of IT consulting, application development, integration and outsourcing solutions
to an increased client base.
"Acquiring GSE Erudite's business is consistent with Keane's strategy to
achieve critical mass and market leadership in the major areas it serves," said
Brian Keane, office of the president for Keane. "GSE Erudite's strengths in IT
consulting and custom application development perfectly complement Keane's
industry-leading application management, development and integration solutions."
Earlier this year, Keane announced its acquisition of application
development and software consulting company Omega Systems, enabling Keane to
expand its presence in Pittsburgh.
"We believe that this proposed transaction is a significant step in our
previously announced initiative to refocus our company back to building a
stronger core business of controls and simulation," said Chris Carnavos,
president of GSE Systems. "Erudite is a much better fit with Keane."
(more)
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Keane Signs Letter of Intent to Acquire GSE Erudite Software/2
GSE Erudite Software, which has offices in Salt Lake, South Jordan, and
Provo, Utah, and Phoenix, Arizona, is a leading regional provider of cost-
effective client/server technology through consulting, custom application
development, training services and hardware/software sales. GSE Erudite
Software was the 1995 winner of "The Utah 100 Award" for being the state's
fastest growing company over the previous five years.
GSE Systems, Inc. develops and delivers business and technology solutions
by applying process control, data acquisition and simulation software, systems
and services to the energy, process and manufacturing industries worldwide. The
company's products are used in over 700 applications, representing over 250
customers in 30 countries in the following industries: specialty chemical, food
and beverage, petroleum refining, oil and gas, pharmaceutical, fossil and
nuclear power generation, metals and water treatment. GSE Systems is
headquartered in Columbia, Maryland with offices in Georgia, Louisiana, Texas,
Arizona, Pennsylvania, Utah and North Carolina, and its global locations include
offices in Belgium, Japan, Korea, Singapore, Sweden and Taiwan. Information
about GSE Systems is available via the Internet's World Wide Web at
http://www.gses.com
Headquartered in Boston, Massachusetts, Keane, Inc. is a $650 million firm
that helps companies build and manage high-performance IT organizations. Keane
does this by adhering to rigorous process and management disciplines and
performance metrics incorporated in its six core IT solutions. Keane's services
include IT consulting, application development, application outsourcing, year
2000 compliance, help desk outsourcing, and enterprise healthcare solutions.
These service offerings are delivered through a North American network of more
than 40 branch offices. Information about Keane, which was named the Wall Street
Journal's Best 10-Year Performer, is available via the Internet's World Wide Web
at http://www.keane.com.
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This press release contains forward-looking statements that involve a number of
risks and uncertainties, including statements regarding the expected
consummation of the acquisition of substantially all of the assets of GSE
Erudite and the future benefits Keane expects to derive as a result of such
acquisition. There are a number of factors that could cause actual results to
differ materially from those indicated. Such factors include, without
limitation, the possibility that Keane and GSE Erudite may be unable to agree on
terms for a definitive agreement, that such terms may be different than those
currently anticipated, the satisfaction of various customary closing conditions,
Keane's success in integrating GSE Erudite into its own operations, and the
various factors set forth under the caption "Certain Factors That May Affect
Future Results" in Keane's annual report or Form 10-K for the year ended
December 31, 1997, which important factors are incorporated herein by reference.
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EXHIBIT 99.2
BRICKER DEFINITIVE AGREEMENT
CONTACT: Carol DeMatteo
Public Relations
(617) 241-9200 x1293
KEANE SIGNS AGREEMENT TO ACQUIRE BRICKER & ASSOCIATES, INC.
ACQUISITION WOULD ENHANCE KEANE'S IT STRATEGY MODEL,
PROVIDE FOLLOW-ON BUSINESS
BOSTON, April 20, 1998 -- Leading IT consulting firm Keane, Inc. (AMEX:KEA)
today announced it has signed a definitive agreement to acquire Chicago-based
Bricker & Associates, Inc., a privately-held operations improvement consulting
firm. The transaction will be accounted for as a pooling of interests and is
expected to close by early June, subject to receipt of regulatory approvals and
satisfaction of other closing conditions. It is anticipated that the purchase
of Bricker will be immediately accretive to Keane's earnings.
Bricker assists organizations in maximizing their strategic use of work
processes, information technology and organization design in order to increase
revenue, reduce operating costs and improve profits. The proposed acquisition
will enhance Keane's capabilities to help clients plan, build and manage
information technology solutions that enable their business strategies. The
combined operations will offer clients a comprehensive capability from
consulting through implementation.
"The strategic and cultural fit between Bricker and Keane is
extraordinary," said John F. Keane, chairman and CEO for Keane, Inc. "Both
organizations seek to improve clients' competitiveness by optimally deploying
people, process, and technology across the organiza tion. While Bricker
focuses on improving a client's business operations, Keane enables these
improvements by implementing information technology solutions. Both companies
are customer and results oriented."
(more)
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Keane Signs Agreement to Acquire Bricker & Associates, Inc./2
With the Bricker acquisition, Keane believes it will be well positioned to
capture significant follow-on business, such as application development and
outsourcing projects. Bricker engagements typically result in $10 to $50 million
in follow-on technology initiatives, most of which are aligned with Keane's
delivery capabilities.
It is anticipated that Bricker's senior management will assume management
positions within Keane upon completion of the acquisition.
"Keane's robust and disciplined business infrastructure, including its
branch office operations, recruiting and training, will assist Bricker in
rapidly growing its operations improvement consulting practice while maintaining
the highest levels of customer service," said Deborah Bricker, president of
Bricker & Associates, Inc. "Additionally, Keane's technology service offerings
will provide Bricker clients an opportunity to seamlessly implement the
technology solutions that are defined as part of Bricker's operations improve
ment recommendations."
Bricker has experienced consistent growth over the past five years, growing
revenue at a compounded annual growth rate of 44 percent and operating income at
74 percent. Bricker's 1997 revenues were $15 million, with First Quarter 1998
revenues rising 82 percent over the First Quarter of 1997 to $5.8 million.
Bricker's pre-tax income (on a pro-forma basis after excluding shareholder
bonuses) for 1997 and the First Quarter of 1998 were $3.9 million, or 26 percent
of revenues, and $2.7 million, or 46 percent of revenues, respectively.
Bricker's clients include Fortune 500 and middle market companies in the
insurance, distribution, manufacturing, information management, health care and
professional services industries. Clients include Kemper Insurance Companies,
TIG Holdings, Inc., U.S. Gypsum Company, and Caterpillar.
The transaction is valued at approximately $110 million. Based upon the
closing price for Keane Common Stock on the American Stock Exchange on April 17,
1998, it is antici pated that upon consummation of the acquisition, Keane will
issue or reserve for issuance approximately two million shares of its Common
Stock in exchange for all of the outstanding shares and options to acquire
shares of Bricker. The actual number of shares to be issued by Keane will be
determined based on the average price of Keane's Common Stock prior to closing.
(more)
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Keane Signs Agreement to Acquire Bricker & Associates, Inc./3
ABOUT BRICKER & ASSOCIATES, INC.
Bricker specializes in transforming its client's "big picture" business
strategy into implementable operations improvements that are enabled by IT
solutions. Bricker seeks to isolate the root cause behind business problems
that encumber revenue and profit growth. It provides its clients with both an
operations improvement strategy and implementation services. Bricker's
Productivity Improvement Plan includes financial justification analysis to
support its recommendations.
ABOUT KEANE, INC.
Headquartered in Boston, Massachusetts, Keane, Inc. is a $800 million firm
that helps companies build and manage high-performance IT organizations. Keane
does this by adhering to rigorous process and management disciplines and
performance metrics incorporated in its six core IT solutions. Keane's services
include IT consulting, application development, application outsourcing, year
2000 compliance, help desk outsourcing, and enterprise healthcare solutions.
These service offerings are delivered through a North American network of more
than 40 branch offices. Information about Keane, which was recently named the
Wall Street Journal's Best 10-Year Performer, is available via the Internet's
World Wide Web at http://www.keane.com.
_____________________________________________________________________________
This press release contains forward-looking statements that involve a number of
risks and uncertainties, including statements regarding the expected
consummation of the acquisition of Bricker and the future benefits Keane expects
to derive as a result of such acquisition. There are a number of factors that
could cause actual results to differ materially from those indicated. Such
factors include, without limitation, the satisfaction of various closing
conditions, including receipt of regulatory approvals, Keane's success in
integrating Bricker into its own operations, and the various factors set forth
under the caption "Certain Factors That May Affect Future Results" in Keane's
annual report or Form 10-K for the year ended December 31, 1997, which important
factors are incorporated herein by reference.
