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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): August 4, 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 August 4, 1998, Keane announced the acquisition by stock purchase, to be
accounted for as a pooling of interests, of Icom Systems Limited, a corporation
organized under the laws of England and Wales ("Icom"). A copy of the
Registrant's press release announcing the transaction is attached as Exhibit
99.1.
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 Press Release regarding Registrant's acquisition by stock
purchase of Icom, dated August 4, 1998.
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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: August 4, 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 Registrant's acquisition by stock
purchase of Icom, dated August 4, 1998.
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EXHIBIT 99.1
KEANE ACQUISITION PRESS RELEASE
CONTACT: Carol DeMatteo
Public Relations
(617) 241-9200 x1293
KEANE ANNOUNCES ACQUISITION OF UK-BASED ICOM SOLUTIONS
IT SERVICES FIRM PROVIDES KEANE WITH ENTREE TO EUROPEAN MARKET
BOSTON, Aug. 4, 1998 -- Leading IT consulting firm Keane, Inc. (AMEX:KEA)
today announced it has acquired Icom Systems Limited, parent company of Icom
Solutions Ltd, a privately-held, $50 million provider of information technology
(IT) business solutions, based in Birmingham, England. The acquisition, which
is expected to be immediately accretive to Keane's earnings, provides Keane with
its first presence in the European marketplace. The acquisition will be
accounted for as a pooling of interests and is valued at approximately $50
million.
Icom Solutions offers services in business consultancy, workflow, imaging
and application management, primarily for the financial services sector in the
UK. These services are complementary with Keane's, which help clients plan,
build and manage application software to achieve business advantage. Icom
Solutions' clients include The Halifax, Avon Insurance, Royal London Insurance,
Guardian Insurance and British Airways.
In the year ended December 31, 1997, Icom Solutions increased revenue by 30
percent to approximately $31 million. At the half year ended June 30, 1998,
revenue increased to approximately $26 million, representing a 101 percent
increase in revenue on half year ended June 30, 1997.
"Icom Solutions is a strategically important investment for Keane in that it
supports Keane's goal of becoming a global organization," said John Keane, Jr.,
office of the president for Keane. "Moreover, Icom Solutions is an excellent fit
with our company. It has developed strong relationships with a base of large,
distinguished clients, and its culture emphasizes quality and project management
disciplines."
(more)
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Keane Announces Acquisition of UK-Based Icom Solutions/2
The management of both companies see opportunities to share their relative
strengths, such as Keane's capabilities in consulting and application
outsourcing, and Icom Solution expertise in workflow and imaging solutions.
Overall, we are very excited about working together to become the leading IT
services firm in the UK, Keane said.
Irene Brown, managing director of Icom Solutions, will continue in her role
with the support of the existing management team in their current positions.
"With the support of and access to Keane's expertise and experience, Icom
Solutions is now well placed to expand service offerings, sector coverage and
geographical presence, while retaining the essence of our service -- the
delivery of business benefit through information technology," Brown said. "This
is achieved by understanding client business issues, sharing responsibility for
achievements of their goals, and responding quickly to their changing business
needs."
Keane issued or reserved for issuance approximately 894,500 shares of its
Common Stock in exchange for all of the outstanding shares and options to
acquire shares of Icom Systems. The actual number of shares issued and reserved
for issuance by Keane was determined based on an average price of Keane's Common
Stock prior to closing and the prevailing dollar/sterling exchange rate.
The acquisition of Icom Solutions is the latest in a series of Keane's
investments designed to expand geographic coverage and further enhance its
service capabilities that help clients plan, build and manage application
software to achieve business advantage. This year, Keane announced the
completed acquisitions of Pittsburgh-based Omega Systems, Salt Lake City-based
GSE Erudite Software, and Bricker & Associates, a productivity improvement
consulting firm based in Chicago.
(more)
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Keane Announces Acquisition of UK-Based Icom Solutions/3
ABOUT ICOM SOLUTIONS
Icom Solutions is a leading IT services provider to the UK's financial
services sector. Services include business consultancy, workflow, imaging, and
application management. The company's success stems from its comprehensive
understanding of the issues affecting financial services organizations, its
business consultancy-led approach, and strong technical expertise. The company
employs 330 people and together with associates deploys 430 IT professionals.
ABOUT KEANE, INC.
Headquartered in Boston, Massachusetts, Keane, Inc. is a $900 million firm
that helps companies plan, build and manage application software to achieve
business advantage. 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 consulting, application development,
application outsourcing, year 2000 compliance, help desk outsourcing, and
enterprise healthcare solutions. These services 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 Stock 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 future benefits
Keane expects to derive as a result of the Icom Solutions 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 Icom 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 on Form 10-K for the year ended December 31, 1997, which important
factors are incorporated herein by reference.
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