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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): May 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 May 4, 1998, Keane, Inc. (the "Registrant") announced the completion of
a transaction with GSE Systems, Inc. in which the Registrant acquired
substantially all of the assets of GSE Erudite Software, Inc. ("GSE Erudite").
A copy of the Registrant's press release announcing the completion of the
transaction is attached as Exhibit 99.1.
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 acquisition of assets of GSE Erudite by
the Registrant, dated May 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: May 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 acquisition of assets of GSE Erudite by the
Registrant, dated May 4, 1998.
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EXHIBIT 99.1
KEANE ACQUISITION PRESS RELEASE
CONTACT:Larry Vale
Director of Marcomm
(617) 241-9200 x1290
KEANE COMPLETES ACQUISITION OF GSE ERUDITE SOFTWARE
ACQUISITION WILL EXPAND KEANE'S PRESENCE IN SALT LAKE CITY
BOSTON, May 4, 1998 -- Leading IT consulting firm Keane, Inc. (AMEX:KEA)
today announced completion of its acquisition of Salt Lake City-based GSE
Erudite Software, Inc. Keane is purchasing substantially all of the assets of
GSE Erudite, an information technology consulting company with 1997 revenues of
approximately $18 million and a subsidiary of GSE Systems, Inc.
Combining operations will increase Keane's Salt Lake City consulting staff
to approximately 175, significantly expanding Keane's presence there. The
acquisition will also enable Keane to offer its full range of IT consulting,
application development and outsourcing solutions to an increased client base.
For additional information regarding Keane's acquisition of GSE Erudite, consult
the April 14, 1998 press release announcing the letter of intent agreement.
The acquisition of GSE Erudite is consistent with Keane's strategy to
achieve critical mass in markets it serves. Keane recently announced the
completed acquisition of application development and software consulting company
Omega Systems, enabling Keane to augment its presence in Pittsburgh.
On April 20, Keane announced a definitive agreement concerning the
acquisition of Chicago-based Bricker & Associates, Inc., an operations
improvement consulting firm. This proposed acquisition will enhance Keane's
capabilities to help clients plan, build and manage IT solutions that enable
their business strategies. The strategic acquisition will also allow Keane to
capture significant follow-on business including application development and
outsourcing projects.
(more)
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Keane Completes Acquisition of 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.
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.
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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 acquisition of substantially all of
the assets of GSE Erudite. 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 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.
