<PAGE>
As filed with the Securities and Exchange Commission on September 2, 1998
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 Registrant as Specified in Its Charter)
MASSACHUSETTS 04-243-7166
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
TEN CITY SQUARE, BOSTON, MASSACHUSETTS 02129
(Address of Principal Executive Offices) (Zip Code)
ICOM SYSTEMS EMPLOYEE BENEFIT TRUST
(Full Title of the Plan)
JOHN F. KEANE
KEANE, INC.
TEN CITY SQUARE
BOSTON, MASSACHUSETTS 02129
(Name and Address of Agent for Service)
(617) 241-9200
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
---------- ---------- ------------ ------------- -------------
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 43,613 shares $42.50(1) $1,853,552(1) $546.80
par value
================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, and
based on the average of the high and low prices of the Common Stock on the
American Stock Exchange on September 1, 1998 in accordance with Rules
457(c) and 457(h) under the Securities Act of 1933.
================================================================================
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Icom Systems Employee Benefit Trust pursuant to the
Icom Systems Limited Employee Share Option Scheme (1996) in accordance with Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act that contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.
(3) The description of the common stock of the Registrant, $.10 par
value per share (the "Common Stock"), contained in a registration statement
filed under the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
II-1
<PAGE>
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
The legality of the Common Stock being offered hereby will be passed
upon for the Company by Hale and Dorr LLP, Boston, Massachusetts.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 67 of the Massachusetts Business Corporation Law permits a
Massachusetts corporation to indemnify its directors, officers, employees and
other agents to whatever extent specified in or authorized by the articles of
organization, a by-law adopted by the stockholders or a vote adopted by the
holders of a majority of the shares of stock entitled to vote on the election of
directors. Except as otherwise provided in the articles of organization or the
by-laws, any of these persons who are not directors may be indemnified to the
extent authorized by the directors. Indemnification may include payment of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, and may be
provided although the person is no longer affiliated with the corporation. No
indemnification shall be provided, however, for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the corporation. A corporation also has the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or other agent of the corporation against any liability incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability.
Section 13(b) of the Massachusetts Business Corporation Law, as amended,
permits a Massachusetts corporation to provide in its articles of organization
that a director of the corporation shall not personally be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the directors
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involved intentional misconduct or a
knowing violation of law, (iii) under Sections 61 or 62 of the Massachusetts
Business Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
Articles 6A of the Registrant's Articles of Organization, as amended,
provides that no director of the Registrant shall be liable for monetary damages
for any breach of fiduciary duty, except to the extent that the Massachusetts
Business Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.
Article 6B of the Registrant's Articles of Organization, as amended,
provides
II-2
<PAGE>
generally that the Registrant will indemnify each person who is or was
or has agreed to be a director or officer of the Registrant against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement to
the maximum extent permitted from time to time under the Massachusetts Business
Corporation Law.
The Company maintains officers' and directors' insurance in the amount of
$25,000,000.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings
------------
1. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-3
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
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, Massachusetts on the 2nd day of September,
1998.
KEANE, INC.
By: /s/ John F. Keane
------------------------------------
John F. Keane
President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Keane, Inc. hereby severally
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 officers and directors to enable Keane, Inc. to comply with 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.
II-5
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John F. Keane President, Chief September 2, 1998
- ------------------------------- Executive Officer and
John F. Keane Chairman of the Board
of Directors (Principal
Executive Officer)
/s/ Wallace A. Cataldo Vice President of September 2, 1998
- ------------------------------- Finance and
Wallace A. Cataldo Administration
(Principal Financial and
Accounting Officer)
/s/ Philip J. Harkins Director August 28, 1998
- -------------------------------
Philip J. Harkins
Director , 1998
- -------------------------------
Winston R. Hindle, Jr.
/s/ Brian T. Keane Director September 2, 1998
- -------------------------------
Brian T. Keane
/s/ John F. Keane, Jr. Director September 2, 1998
- -------------------------------
John F. Keane, Jr.
Director , 1998
- -------------------------------
John F. Rockart
Director ,1998
- -------------------------------
Robert A. Shafto
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
-------- -----------
<C> <S>
4.1 Specimen Certificate of Common Stock, $.10 par value per share, of the
Registrant is incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1, as amended (File No.
33-33557)
4.2 Articles of Organization of the Registrant, as amended, are
incorporated herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-3 (File No. 33-85206)
4.3 Articles of Amendment to Articles of Organization of the Registrant,
filed on May 29, 1998, are incorporated herein by reference to Exhibit
99.1 to the Registrant's Current Report on Form 8-K, filed on June 3,
1998
4.4 By-Laws of the Registrant, as amended, are incorporated herein by
reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1994
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants
24 Power of Attorney (included in the signature pages of this
Registration Statement)
</TABLE>
<PAGE>
EXHIBIT 5
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
September 2, 1998
Keane, Inc.
Ten City Square
Boston, Massachusetts 02129
Re: Icom Systems Employee Benefit Trust
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 under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 43,613 shares of Common Stock, $.10 par value per
share (the "Shares"), of Keane, Inc., a Massachusetts corporation (the
"Company"), issuable under the Icom Systems Employee Benefit Trust pursuant to
the Icom Systems Limited Employee Share Option Scheme (1996).
We have examined the Articles of Organization of the Company and the
Amended and Restated By-Laws of the Company, each as amended to date, and
originals, or copies certified to our satisfaction, of 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 the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts and the federal
laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and conditions of the Plan, the Shares
will be validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein under the caption "Interests of Named Experts and Counsel." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP
<PAGE>
EXHIBIT 23.2
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 3, 1998, on our audits of
the consolidated financial statements of Keane, Inc. as of December 31, 1997 and
1996, and for each of the three years in the period ended December 31, 1997,
which report is included in the Annual Report on Form 10-K of Keane, Inc. for
the year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
September 2, 1998
