<PAGE>
As filed with the Securities and Exchange Commission on November 6, 1998
Registration Statement No. ________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-3
______________________
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
KEANE, INC.
(Exact Name of Registrant as Specified in its Charter)
______________________
MASSACHUSETTS 04-2437166
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
TEN CITY SQUARE
BOSTON, MASSACHUSETTS 02129
(617) 241-9200
(Address, including zip code, and
telephone number, including area code,
of registrant's principal
executive offices)
______________________
JOHN F. KEANE
KEANE, INC.
TEN CITY SQUARE
BOSTON, MASSACHUSETTS 02129
(617) 241-9200
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
COPY TO:
HAL J. LEIBOWITZ, ESQ.
C/O HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ________.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________.
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
_____________________________________________________________
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Amount Maximum Maximum
Title of Each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value per share 915,571 shares $33.32 $30,506,825.72 $8,480.90
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act and based upon the average of the
high and low prices on the American Stock Exchange on October 30, 1998.
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
SHALL DETERMINE.
================================================================================
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 6, 1998
PROSPECTUS
The information in this Prospectus is not complete and may be changed. The
Selling Shareholders named in this Prospectus cannot sell these securities until
the registration statement filed with the Securities and Exchange Commission is
effective. This Prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
915,571 Shares
KEANE, INC.
Common Stock
_____________________
This Prospectus relates to the public resale, from time to time, of 915,571
shares of Keane, Inc. common stock by certain shareholders identified below in
the section entitled "Selling Shareholders". Keane issued the common stock
covered by this Prospectus (the "Shares") to the Selling Shareholders on October
9, 1998 in connection with Keane's acquisition of Fourth Tier, Inc. ("Fourth
Tier"). Keane has agreed to use its best efforts to keep the registration
statement of which this Prospectus constitutes a part effective until the
Selling Shareholders have sold all of the Shares or October 9, 1999, whichever
comes first. Keane intends to de-register any Shares which the Selling
Shareholders have not sold by the end of such period.
Keane will not receive any of the proceeds from the sale of Shares covered
by this Prospectus.
Keane common stock is traded on the American Stock Exchange under the
symbol "KEA." On November 4, 1998, the closing sale price of Keane common
stock on the American Stock Exchange was $37 per share.
______________________
<TABLE>
<S> <C>
Neither the SEC nor any state securities Investing in these securities involves
commission has approved or disapproved these certain risks. You should consider
securities or determined if this Prospectus is carefully the risk factors beginning on
accurate or complete. Any representation to the page 3 of this Prospectus before
contrary is a criminal offense. purchasing any of the Shares.
</TABLE>
_____________________
The date of this Prospectus is __________, 1998.
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This Prospectus and the documents incorporated herein contain forward-
looking statements. For this purpose, any statements contained herein or
incorporated herein that are not statements of historical fact may be forward-
looking statements. For example, the words "believes," "expects,"
"anticipates," "intends," "estimates," "should," "will likely" and similar
expressions are intended to identify forward-looking statements. There are a
number of important factors that could cause Keane's results to differ
materially from those indicated by such forward-looking statements. These
factors include those set forth below in the section entitled "Risk Factors."
KEANE, INC.
Keane provides software consulting, development, integration, management
and technical support services for corporations, government agencies and
healthcare facilities. Keane's services and methodologies enable clients to
take better advantage of their existing information systems and to develop and
manage essential software applications more rapidly and cost-effectively. Keane
serves its clients through two operating divisions: the Information Services
Division ("ISD") and the Healthcare Services Division. ISD accounted for
approximately 95% of Keane's revenues in 1997. Keane provides services primarily
to Fortune 1,000 companies, including AT&T Corporation, Eastman Kodak Company,
General Electric Company, International Business Machines Corporation,
McDonald's Corporation and Proctor & Gamble Company.
Keane is a Massachusetts corporation. Keane's principal executive offices
are located at Ten City Square, Boston, Massachusetts 02129, and Keane's
telephone number is (617) 241-9200. In this Prospectus, the term "Keane"
includes Keane, Inc. and its subsidiaries.
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<PAGE>
RISK FACTORS
BEFORE PURCHASING ANY OF THE SHARES OFFERED BY THIS PROSPECTUS, YOU SHOULD
CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS, AS WELL AS THE OTHER INFORMATION
CONTAINED IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE INTO IT.
FLUCTUATIONS IN OPERATING RESULTS. Keane has experienced and expects to
continue to experience fluctuations in its quarterly results. Keane's gross
margins vary based on a variety of factors including employee utilization rates
and the number and type of services performed by Keane during a particular
period. A variety of factors influence Keane's revenue in a particular quarter,
including:
. general economic conditions which may influence investment decisions
or cause downsizing;
. the number and requirements of client engagements;
. employee utilization rates;
. changes in the rates Keane can charge clients for services;
. acquisitions; and
. other factors, many of which are beyond Keane's control.
A significant portion of Keane's expenses do not vary relative to revenue.
As a result, if revenue in a particular quarter does not meet expectations,
Keane's operating results could be materially adversely affected, which in turn
may have a material adverse impact on the market price of Keane common stock.
In addition, many of Keane's engagements are terminable without client penalty.
An unanticipated termination of a major project could result in an increase in
underutilized employees and a decrease in revenue and profits.
RISKS RELATING TO ACQUISITIONS. In the past five years, Keane has grown
significantly through acquisitions. Since January 1, 1998, Keane has completed
the acquisitions of Quantum Associates, Inc. d/b/a Omega Systems ("Quantum") in
Pittsburgh, Pennsylvania, GSE Erudite Systems in Salt Lake City, Utah, Bricker &
Associates, Inc. ("Bricker") in Chicago, Illinois, ICOM Systems Limited ("Icom")
in Birmingham, England and Fourth Tier in El Segundo, California. Keane's
future growth may be based in part on selected acquisitions. At any given time,
Keane may be in various stages of considering such opportunities. Keane can
provide no assurances that it will be able to find and identify desirable
acquisition targets or that it will be successful in entering into a definitive
agreement with any one target. Also, even if a definitive agreement is reached,
there is no assurance that any future acquisition will be completed.
Keane typically anticipates that each acquisition will bring certain
benefits, such as an increase in revenue. Prior to completing an acquisition,
however, it is difficult to determine if such benefits can actually be realized.
Accordingly, there is a risk that an acquired company may not achieve an
increase in revenue or other benefits for Keane. In addition, an acquisition
may result in unexpected costs and expenses. Any of these events could have a
material adverse effect on Keane's business, financial condition and results of
operations.
The process of integrating acquired companies into Keane's existing
business may also result in unforeseen difficulties. Unforeseen operating
difficulties may absorb significant management attention which Keane might
otherwise devote to its existing business. Also, the process may require
significant financial resources that Keane might otherwise allocate to other
activities, including the
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<PAGE>
ongoing development or expansion of Keane's existing operations. Finally, future
acquisitions could result in Keane having to incur additional debt and/or
contingent liabilities. All of these possibilities might have a material adverse
effect on Keane's business, financial condition and result of operations.
DEPENDENCE ON PERSONNEL. Keane believes that its future success will
depend in large part on its ability to continue to attract and retain highly-
skilled technical and management personnel. The competition for such personnel
is intense. Keane may not succeed in attracting and retaining the personnel
necessary to develop its business. If Keane does not, its business, financial
condition and results of operations could be materially adversely affected.
HIGHLY COMPETITIVE MARKET. The market for Keane's services is highly
competitive. The technology for custom software services can change rapidly.
The market is fragmented, and no company holds a dominant position.
Consequently, Keane's competition for client assignments and experienced
personnel varies significantly from city to city and by the type of service
provided. Some of Keane's competitors are larger and have greater technical,
financial and marketing resources and greater name recognition in the markets
they serve than does Keane. In addition, clients may elect to increase their
internal information systems resources to satisfy their custom software
development needs.
Keane believes that in order to compete successfully in the software
services industry it must be able to:
. compete cost-effectively;
. develop strong client relationships;
. generate recurring revenues;
. utilize comprehensive delivery methodologies; and
. achieve organizational learning by implementing standard operational
processes.
In the healthcare software systems market, Keane competes with some
companies that are larger in the healthcare market and have greater financial
resources than Keane. Keane believes that significant competitive factors in
the healthcare software systems market include size and demonstrated ability to
provide service to targeted healthcare markets.
Keane may not be able to compete successfully against current or future
competitors. In addition, competitive pressures faced by Keane may materially
adversely affect its business, financial condition and results of operations.
RISKS OF STOCK VOLATILITY AND ABSENCE OF DIVIDENDS. The market price for
shares of Keane common stock has varied significantly and may be volatile
depending on news announcements and changes in general market conditions. In
particular, news announcements regarding quarterly or annual results of
operations, or news announcements regarding competitive developments impacting
Keane, may cause significant fluctuations in the market price for Keane common
stock. Changes in the price of Keane common stock could also effect Keane's
ability to successfully attract and retain qualified personnel or complete
necessary business combinations or other transactions in the future. Keane has
paid no cash dividends on its capital stock since the first quarter of 1986, and
Keane can give no assurances that it will ever do so again in the future.
YEAR 2000 COMPLIANCE; RISKS ASSOCIATED WITH PROVISION OF YEAR 2000
SERVICES. Keane has reviewed its internal computer systems and has identified
certain internal systems that are not year 2000
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<PAGE>
compatible (i.e., such systems use only two digits to represent the year in date
data fields and, consequently, may not accurately distinguish between the 20th
and 21st centuries or may not function properly at the turn of the century).
Keane is in the process of correcting these systems or replacing them with year
2000 compliant systems. Keane expects to implement successfully the systems and
programming changes necessary to address year 2000 issues and does not believe
that the cost of such actions will have a material effect on Keane's financial
condition or results of operations. There may, however, be a delay in, or
increased costs associated with, the implementation of these changes. Keane's
inability to implement these changes could have a material adverse effect on
Keane's business, financial condition or results of operations.
Among the services that Keane provides are assessment, planning,
migration/remediation and testing services for year 2000 compliance. Keane has
devoted significant resources to services that address the year 2000 problem and
believes the market for these services will grow as the year 2000 approaches.
However, the market for year 2000 services may not continue to develop, and if
such market fails to grow, or grows more slowly than anticipated, it could have
a material adverse effect on Keane's business, financial condition or results of
operations. Although Keane believes that the demand for its services relating
to the year 2000 problem will continue to exist after the year 2000, this demand
will diminish significantly over time and will eventually disappear.
Keane's services addressing the year 2000 problem involve key aspects of
its clients' computer systems. A failure in a client's system could result in a
claim for substantial damages against Keane, regardless of Keane's
responsibility for the failure. Keane could incur substantial costs in
connection with any resulting litigation, regardless of the outcome.
International Operations. In August 1998, Keane commenced operations in
the United Kingdom with its acquisition of Icom. Keane's planned international
operations will be subject to political and economic uncertainties, currency
exchange rate fluctuations, foreign exchange restrictions, changes in taxation
and other difficulties in managing operations overseas. Keane may not be
successful in its international operations.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows Keane to
"incorporate by reference" the information Keane files with them, which means
that Keane can disclose important information to you by referring you to those
documents. The information incorporated by reference is an important part of
this Prospectus, and information that Keane files later with the SEC will
automatically update and supersede this information. Keane incorporates by
reference the documents listed below and any future filings made by Keane with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") until this offering terminates:
. Keane's Annual Report on Form 10-K for the year ended December 31,
1997, as amended by a Form 10-K/A filed May 18, 1998;
. Keane's Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 1998, and June 30, 1998, as amended by a Form 10-Q/A filed
August 28, 1998;
. Keane's Current Reports on Form 8-K filed April 21, 1998, April 29,
1998, May 4, 1998, May 12, 1998, June 3, 1998, August 4, 1998, August
10, 1998, October 1, 1998, October 6, 1998 and October 14, 1998; and
. Keane's Registration Statement on Form 8-A registering the common
stock under Section 12(b) of the Exchange Act, which was declared
effective on September 13, 1989.
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<PAGE>
You may request a copy of these filings at no cost by writing or
telephoning Keane at the following address:
Keane, Inc.
Ten City Square
Boston, Massachusetts 02129
Attention: Investor Relations Department
Telephone: (617) 241-9200
You should rely only on the information incorporated by reference or
provided in this Prospectus or any Prospectus Supplement. Keane has not
authorized anyone else to provide you with different information. Keane is not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this Prospectus or any
Prospectus Supplement is accurate as of any date other than the date on the
front of those documents.
WHERE YOU CAN FIND MORE INFORMATION
Keane files annual, quarterly and special reports, proxy statements and
other information with the SEC. Keane's SEC filings are available to the public
over the Internet at the SEC's web site at http://www.sec.gov. You may also
read and copy any document Keane files at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms.
Keane has filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933 ("Securities Act") with respect to the Shares offered
hereby. This Prospectus, which constitutes a part of that registration
statement, does not contain all the information contained in the registration
statement and its exhibits. For further information with respect to Keane and
the Shares, you should consult the registration statement and its exhibits.
Statements contained in this Prospectus concerning the provisions of any
documents are necessarily summaries of those documents, and each statement is
qualified in its entirety by reference to the copy of the document filed with
the SEC. The registration statement and any of its amendments, including
exhibits filed as a part of the registration statement or an amendment to the
registration statement, are available for inspection and copying as described
above. You may also inspect these documents along with reports and other
information regarding Keane at the offices of the American Stock Exchange, 86
Trinity Place, New York, New York 10006.
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<PAGE>
RECENT EVENTS
On October 9, 1998, Keane acquired all of the outstanding capital stock of
Fourth Tier in exchange for 915,571 shares of Keane common stock (the "Fourth
Tier Acquisition"). In addition, in connection with the Fourth Tier
Acquisition, Keane, the representative of the former shareholders of Fourth
Tier, the former shareholders of Fourth Tier and State Street Bank and Trust
Company, as escrow agent, entered into an Escrow Agreement, dated October 9,
1998, providing, among other things, that 80,178 shares of the Keane common
stock received by such Fourth Tier shareholders pursuant to the Fourth Tier
Acquisition will be held in escrow to indemnify Keane in the event of any
breaches of representations, warranties or covenants made by Fourth Tier.
Fourth Tier, now a wholly-owned subsidiary of Keane, provides enterprise
relationship management consulting services. Fourth Tier is based in El
Segundo, California. Keane is accounting for the Fourth Tier Acquisition as a
pooling of interests.
On August 4, 1998, Keane acquired the issued and outstanding capital stock
of Icom and issued or reserved for issuance approximately 894,500 shares of
Keane common stock (the "Icom Acquisition"), 835,545 of which were issued in
exchange for shares of Icom capital stock which Keane acquired in the Icom
Acquisition, and up to approximately 58,955 of which will be issuable upon the
exercise of options to acquire shares of common stock that Keane issued in
exchange for certain options to acquire shares of Icom capital stock held by the
Icom optionholders. In addition, in connection with the Icom Acquisition,
Keane, the former stockholders of Icom and State Street Bank and Trust Company,
as escrow agent, entered into an Escrow Agreement, dated August 4, 1998,
providing, among other things, that 83,554 shares of the Keane common stock
received by such stockholders pursuant to the Icom Acquisition will be held in
escrow to indemnify Keane in the event of certain breaches of the
representations and warranties made by former stockholders of Icom.
Icom, now a subsidiary of Keane, is a financial services consulting,
workflow and imaging, and application management firm based in Birmingham,
England. Keane is accounting for the Icom Acquisition as a pooling of
interests.
On June 1, 1998, Keane acquired all of the outstanding capital stock of
Bricker and all outstanding options to acquire capital stock of Bricker in
exchange for 2,336,196 shares of Keane common stock (the "Bricker Acquisition").
In addition, in connection with the Bricker Acquisition, Keane, the
representative of the former shareholders and optionholders of Bricker, the
former shareholders and optionholders of Bricker and State Street Bank and Trust
Company, as escrow agent, entered into an Escrow Agreement, dated June 1, 1998,
providing, among other things, that 175,215 shares of the Keane common stock
received by such Bricker shareholders and optionholders pursuant to the Bricker
Acquisition will be held in escrow to indemnify Keane in the event of any
breaches of representations, warranties or covenants made by Bricker.
Bricker, now a wholly-owned subsidiary of Keane, provides operations
improvement consulting. Bricker is based in Chicago, Illinois. Keane is
accounting for the Bricker Acquisition as a pooling of interests.
On January 30, 1998, Keane acquired all of the outstanding capital stock of
Quantum in exchange for 180,339 shares of Keane common stock (the "Quantum
Acquisition"). On March 3, 1998, Keane issued an additional 9,489 shares of
Keane common stock to the former shareholders of Quantum pursuant to a post-
closing purchase price adjustment. In addition, in connection with the Quantum
Acquisition, Keane, the representative of the former shareholders of Quantum and
State Street Bank and Trust Company, as escrow agent, entered into an Escrow
Agreement, dated January 30, 1998, providing, among other things, that 18,984
shares of the Keane common stock received by
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such Quantum shareholders pursuant to the Quantum Acquisition will be held in
escrow to indemnify Keane in the event of any breaches of representations,
warranties or covenants made by Quantum.
Quantum, now a wholly-owned subsidiary of Keane with the name "Keane
Pittsburgh, Inc.", is an application development and software consulting company
based in Pittsburgh, Pennsylvania. Keane is accounting for the Quantum
Acquisition as a pooling of interests.
USE OF PROCEEDS
Keane will not receive any proceeds from the sale of the Shares covered by
this Prospectus.
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<PAGE>
THE SELLING SHAREHOLDERS
The individuals listed in the table below (the "Selling Shareholders")
acquired the Shares from Keane in connection with Keane's acquisition of all of
the outstanding stock of Fourth Tier. The Fourth Tier Acquisition closed on
October 9, 1998. The Selling Shareholders received a total of 915,571 shares of
common Stock from Keane in exchange for all of the outstanding shares of Fourth
Tier.
The following table sets forth the name and the number of shares of common
stock beneficially owned by the Selling Shareholders as of the date of this
Prospectus, the number of the shares to be offered by the Selling Shareholders
and the number and percentage of shares to be owned beneficially by the Selling
Shareholders if all of the shares offered hereby by the Selling Shareholders are
sold as described herein.
<TABLE>
<CAPTION>
Number of Percentage of
Number of Shares Shares of Shares of
of Common Stock Number of Common Stock Common
Beneficially Shares of Beneficially Stock Owned
Name and Address of Owned Prior to Common Stock Owned After After
Selling Shareholder Offering(1) Offered Hereby Offering(1) Offering
- ------------------------ ----------------- ---------------- -------------- --------------
<S> <C> <C> <C> <C>
Phil Hui-Bon-Hoa 466,941 466,941 --- ---
626 Camino de Encanto
Redondo Beach, CA 90277
John R. Lynch, III 448,630 448,630 --- ---
690 Harbor Street #6
Venice, CA 90291
</TABLE>
- ----------------------------
(1) The number of shares beneficially owned is determined under rules
promulgated by the SEC, and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares as to which the individual has
sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days after the date of
this Prospectus through the exercise of any stock option or other right.
The inclusion herein of such shares, however, does not constitute an
admission that the Selling Shareholders are direct or indirect beneficial
owners of such shares. The Selling Shareholders have sole voting power and
investment power with respect to all shares of capital stock listed as
owned by the Selling Shareholders.
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<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders have advised Keane that they propose to sell, from
time to time, all or part of the Shares covered by this Prospectus in any of the
following manners:
. on the American Stock Exchange (or through the facilities of any
national securities exchange or U.S. inter-dealer quotation system of
a registered national securities association, on which the Shares are
then listed, admitted to unlisted trading privileges or included for
quotation);
. in public or privately negotiated transactions;
. in transactions involving principals or brokers;
. in a combination of such methods of sale; or
. any other lawful methods.
The Selling Shareholders have further advised Keane that although sales of
the Shares are, in general, expected to be made at market prices prevailing at
the time of sale, the Shares may also be sold at prices related to such
prevailing market prices or at negotiated prices, which may differ considerably.
In addition, the Shares may be offered and sold by the Selling Shareholders, or
by permitted pledgees, donees, transferees or other permitted successors in
interest.
In offering the Shares covered by this Prospectus, each of the Selling
Shareholders and any broker-dealers who sell the Shares for the Selling
Shareholder may be "underwriters" within the meaning of the Securities Act, and
any profits realized by such Selling Shareholder and the compensation of such
broker-dealers may be underwriting discounts and commissions.
Sales through brokers may be made by any method of trading authorized by
any stock exchange or market on which the Shares may be listed, including block
trading in negotiated transactions. Without limiting the foregoing, such
brokers may act as dealers by purchasing any or all of the Shares covered by
this Prospectus, either as agents for others or as principals for their own
accounts, and reselling such Shares pursuant to this Prospectus. The Selling
Shareholders may effect such transactions directly, or indirectly through
underwriters, broker-dealers or agents acting on their behalf. In connection
with such sales, such broker-dealers or agents may receive compensation in the
form of commissions, concessions, allowances or discounts, any or all of which
might be in excess of customary amounts.
Each of the Selling Shareholders has advised Keane that he does not
anticipate paying any consideration other than usual and customary broker's
commissions in connection with sales of the Shares. Each of the Selling
Shareholders is acting independently of Keane in making decisions with respect
to the timing, manner and size of each sale. Keane has not been advised of any
definitive selling arrangement at the date of this Prospectus between any
Selling Shareholder and any broker-dealer or agent.
To the extent required, the names of any agents, broker-dealers or
underwriters and applicable commissions, concessions, allowances or discounts,
and any other required information with respect to any particular offer of the
Shares by the Selling Shareholders, will be set forth in a Prospectus
Supplement. In addition, a Prospectus Supplement will be filed upon Keane being
notified by a Selling Shareholder that a permitted donee or pledgee intends to
sell more than 500 Shares.
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<PAGE>
Keane will bear all expenses incurred in effecting the registration of the
Shares, including all registration and filing fees, "blue sky" fees, printing
expenses and all accounting and legal fees of counsel to Keane, and the Selling
Shareholders will bear all brokerage or underwriting expenses or commissions, if
any, applicable to the sale of the Shares.
Keane has agreed to indemnify in certain circumstances each of the Selling
Shareholders and any underwriter and certain control and other persons related
to the foregoing persons against certain liabilities, including liabilities
under the Securities Act. Each of the Selling Shareholders has agreed to
indemnify in certain circumstances Keane and certain related persons against
certain liabilities, including liabilities under the Securities Act.
Keane has agreed to use its best efforts to keep the registration
statement of which this Prospectus constitutes a part effective until the
Selling Shareholders have sold all of the Shares or October 9, 1999, whichever
comes first. Keane intends to de-register any Shares which the Selling
Shareholders have not sold by the end of such period.
All of the Selling Shareholders have agreed with Keane not to sell,
exchange, transfer, distribute, pledge or otherwise dispose of, or enter into
any transaction to reduce his interest in or risk relating to (whether by short
sale or otherwise) or any transaction which would result in a direct or indirect
disposition of the Shares until such time as Keane has published (within the
meaning of Accounting Series Release Nos. 130 and 135 published by the SEC)
financial results covering at least 30 days of combined operations of Fourth
Tier and Keane.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for Keane by
Hale and Dorr LLP, Boston, Massachusetts.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996 and the
consolidated statements of income, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 1997, incorporated by
reference in this Prospectus, have been incorporated by reference herein in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.
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<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION
INCORPORATED BY REFERENCE OR PROVIDED IN
THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT. KEANE HAS NOT AUTHORIZED
ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. KEANE IS NOT MAKING AN OFFER
OF THESE SECURITIES IN ANY STATE WHERE THE
OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT
IS ACCURATE AS OF ANY DATE OTHER THAN
THE DATE ON THE FRONT OF THOSE DOCUMENTS.
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PAGE
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Special Note Regarding Forward-Looking
Information........................... 2
Keane................................... 2
Risk Factors............................ 3
Incorporation of Certain Documents
by Reference.......................... 5
Where You Can Find More
Information........................... 6
Recent Events........................... 7
Use of Proceeds......................... 8
The Selling Shareholders................ 9
Plan of Distribution.................... 10
Legal Matters........................... 11
Experts................................. 11
-----------------
- --------------------------------------------
- --------------------------------------------
- --------------------------------------------
- --------------------------------------------
KEANE, INC.
915,571 SHARES
COMMON STOCK
--------------
PROSPECTUS
--------------
- --------------------------------------------
- --------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be incurred in
connection with the sale and distribution of the securities being registered
hereby, all of which will be borne by Keane. All amounts shown are estimates
except the Securities and Exchange Commission ("SEC") registration fee.
Filing Fee - SEC $8,480.90
Legal fees and expenses of the 10,000
Company
Accounting fees and expenses 2,000
Blue Sky fees and expenses --
Printing expenses --
Miscellaneous expenses $2,519.10
Total Expenses $23,000
II-1
<PAGE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of Chapter 156B of the Massachusetts General Laws ("Section 67")
provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional. The Registrant's
Articles of Organization provide that the Registrant shall, to the fullest
extent permitted by the Massachusetts Business Corporation Law, indemnify each
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he or she is or was, or has agreed to become, a director of officer of
the Registrant, or is or was serving, or has agreed to serve, at the request of
the Registrant, as a director or officer of, or in a similar capacity with,
another organization, or in any capacity with respect to any employee benefit
plan of the Registrant, or by reason of any action alleged to have been taken or
omitted in such capacity, against all expenses (including attorneys' fees),
judgments and fines incurred by such person or on his or her behalf in
connection with such action, suit or proceeding and any appeal therefrom.
However, the Registrant would not provide indemnification if the person seeking
indemnification has been adjudicated not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the
Registrant or, if applicable, the best interests of the participants in or
beneficiaries of the Registrant's employee benefit plans.
Article 6 of the Registrant's Articles of Organization, as amended,
eliminates the personal liability of the Registrant's directors to the
Registrant or its stockholders for monetary damages for breach of a director's
fiduciary duty, except to the extent Chapter 156B of the Massachusetts General
Laws prohibits the elimination or limitation of such liability.
ITEM 16. LIST OF EXHIBITS.
5 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP, included in Exhibit 5 filed herewith.
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (See page II-5 of this Registration Statement).
__________________
ITEM 17. UNDERTAKINGS.
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 of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which,
II-2
<PAGE>
individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in the volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any derivation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(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 by Keane pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference in this
Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
(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.
The 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
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 indemnification provisions described herein, or
otherwise, the Registrant has been advised that in the opinion of the SEC 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-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 this fifth
day of November, 1998.
KEANE, INC.
By: /s/ John F. Keane
---------------------------
John F. Keane
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Keane, Inc., hereby severally
constitute John F. Keane, Brian T. Keane, John F. Keane, Jr., Wallace A. Cataldo
and Hal J. Leibowitz, and each of them singly, our true and lawful attorneys
with full power to any of them, and to each of them singly, to sign for us and
in our names in the capacities indicated below the Registration Statement on
Form S-3 filed herewith and any and all pre-effective and post-effective
amendments to said Registration Statement (or any other registration statement
for the same offering that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act) and generally to do all such things in our name
and behalf in our capacities as officers and directors to enable Keane, Inc. to
comply with the provisions of the Securities Act and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement (or any other registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act) and any and all amendments thereto.
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------- ------------------------------------- -----------------
<S> <C> <C>
/s/ John F. Keane Chief Executive Officer and Chairman November 5, 1998
- -------------------------- of the Board of Directors (Principal
John F. Keane Executive Officer)
/s/ Wallace A. Cataldo Vice President-Finance (Principal November 5, 1998
- -------------------------- Financial and Accounting Officer)
Wallace A. Cataldo
Director
- --------------------------
Philip J. Harkins
/s/ Winston R. Hindle, Jr. Director November 5, 1998
- --------------------------
Winston R. Hindle, Jr.
/s/ Brian T. Keane Director November 5, 1998
- --------------------------
Brian T. Keane
/s/ John F. Keane, Jr. Director November 5, 1998
- --------------------------
John F. Keane, Jr.
Director
- --------------------------
John F. Rockart
Director
- --------------------------
Robert Shafto
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
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
24 Power of Attorney (included in page
II-4 of the Registration Statement)
<PAGE>
EXHIBIT 5
---------
HALE AND DORR LLP
60 State Street
Boston, MA 02109
November 6, 1998
Keane, Inc.
Ten City Square
Boston, MA 02129
Ladies and Gentlemen:
We have assisted in the preparation of the Registration Statement on Form
S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration for resale by the Selling
Shareholders named therein of 915,571 shares of common stock, $0.10 par value
per share (the "Shares"), of Keane, Inc., a Massachusetts corporation (the
"Company").
We have examined the Articles of Organization and the By-Laws of Keane and
all amendments thereto and the Agreement and Plan of Merger dated October 9,
1998 by and among Keane, CAL Acquisition Corp., the shareholders of Fourth Tier,
Inc., and Fourth Tier, Inc., as amended, and have examined and relied on the
originals, or copies certified to our satisfaction, of such records of meetings,
written actions in lieu of meetings, or resolutions adopted at meetings, of the
directors and stockholders of Keane, all as provided to us by Keane, and such
other documents and instruments as in our judgment are necessary or appropriate
to enable us to render the opinions expressed below.
In our examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, (ii) the conformity to the originals of all documents submitted
to us as certified, photostatic or facsimile copies, (iii) the authenticity of
the originals of the latter document, and (iv) the legal competence of all
signatures to such documents.
We express no opinion herein as to the laws of any stock 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 and are validly issued, fully paid and non-
assessable.
It is our understanding 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.
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 and in the related Prospectus under the caption "Legal Matters."
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,
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-3 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 the years ended December 31, 1997, 1996 and 1995, which report is
included in the Annual Report on Form 10-K of Keane, Inc. for the year ended
December 31, 1997. We also consent to the reference to our firm under the
caption "Experts."
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 5, 1998
