<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): May 29, 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 May 29, 1998, Keane, Inc. (the "Registrant") filed with the Secretary of
State of the Commonwealth of Massachusetts Articles of Amendment to its Articles
of Incorporation increasing the number of authorized shares of the Registrant's
common stock from 100,000,000 to 200,000,000 shares. A copy of the Articles of
Amendment is attached as Exhibit 99.1.
On June 2, 1998, Keane announced the acquisition by merger, to be accounted
for as a pooling of interests, of Bricker & Associates, Inc. ("Bricker"). A
copy of the Registrant's press release announcing the completion of the
transaction is attached as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Financial statements of business 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 Registrant's Articles of Amendment increasing number of
authorized shares of common stock, filed May 29, 1998
99.2 Press Release regarding Registrant's acquisition by merger of
Bricker, dated June 2, 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: June 3, 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
- ------- -----------
99.1 Registrant's Articles of Amendment increasing number of
authorized shares of common stock, filed May 29, 1998
99.2 Press Release regarding Registrant's acquisition by merger of
Bricker, dated June 2, 1998
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EXHIBIT 99.1
COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, John F. Keane, President and Norman B. Asher, Clerk of Keane, Inc.,
located at Ten City Square, Boston, Massachusetts, certify that these Articles
of Amendment affecting Article 3 of the Articles of Organization were duly
adopted at a meeting held on May 27, 1998, by vote of 58,769,336 shares of
Common Stock of 66,637,014 shares outstanding, and 277,493 shares of Class B
Common Stock of 286,378 shares outstanding, being at least a majority of each
type, class or series outstanding and entitled to vote thereon.
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
<TABLE>
<CAPTION>
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ----------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common: Common: 100,000,000 $.10
- ----------------------------------------------------------------------------
Class B
Common: 503,797 $.10
- ----------------------------------------------------------------------------
Preferred: Preferred: 2,000,000 $.01
- ----------------------------------------------------------------------------
</TABLE>
<PAGE>
Change the total authorized to:
<TABLE>
<CAPTION>
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ----------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common: Common: 200,000,000 $.10
- ----------------------------------------------------------------------------
Class B
Common: 503,797 $.10
- ----------------------------------------------------------------------------
Preferred: Preferred: 2,000,000 $.01
- ----------------------------------------------------------------------------
</TABLE>
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws 156B, Section 6 unless these
articles specify, in accordance with the vote adopting the amendment, a later
effective date not more than thirty days after such filing, in which event the
amendment will become effective on such later date.
Later effective date:___________________________________
SIGNED UNDER THE PENALTIES OF PERJURY, this 27th day of May, 1998.
/s/ John F. Keane , President
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/s/ Norman B. Asher , Clerk
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156 B, SECTION 72)
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I hereby approve the within Articles of Amendment and, the filing fee in the
amount of $100,000 having been paid, said articles are deemed to have been
filed with me this 29th day of May, 1998.
Effective Date:_____________________________
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION:
Photocopy of document to be sent to:
Robert P. Clower III, Esq.
Hale and Dorr LLP
60 State Street
Boston, MA 02109
<PAGE>
EXHIBIT 99.2
KEANE ACQUISITION PRESS RELEASE
CONTACT: Carol DeMatteo
Public Relations
(617) 241-9200 x1293
KEANE COMPLETES ACQUISITION OF BRICKER & ASSOCIATES, INC.
BOSTON, June 2, 1998 -- Leading IT consulting firm Keane, Inc. (AMEX: KEA)
today announced it has completed its acquisition of Chicago-based Bricker &
Associates, Inc., a privately-held operations improvement consulting firm. The
transaction is being accounted for as a pooling of interests and is valued at
approximately $110 million. The purchase of Bricker will be immediately
accretive to Keane's earnings.
Keane issued approximately 2,350,000 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 issued by Keane was determined based on the average
price of Keane's Common Stock prior to closing.
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.
"We believe this acquisition is an outstanding fit for Keane, both
strategically and culturally," said Brian Keane, office of the president. "It
will enhance Keane's capabilities to help clients plan, build and manage
information technology solutions that enable their business strategies, and will
offer Keane clients a comprehensive capability from consulting through
implementation."
With the Bricker acquisition, Keane believes it is well positioned to
capture significant follow-on business in application development and
outsourcing. Bricker engagements typically result in $10 to $50 million in
follow-on technology initiatives, most of which are aligned with Keane's
delivery capabilities.
(more)
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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.
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. Clients include Kemper Insurance Companies, TIG Holdings, Inc., U.S.
Gypsum Company, and Caterpillar.
ABOUT KEANE, INC.
Headquartered in Boston, Massachusetts, Keane, Inc. is an $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 acquisition of
Bricker and the 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, 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.
