<PAGE>
As filed with the Securities and Exchange Commission on June 12, 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
of Incorporation or Organization) Identification No.)
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. [_]
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Proposed
Title of Each Class of Amount Maximum Maximum
Securities to be Registered to be Offering Price Aggregate Amount of
Registered Per Share(1) Offering Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value
per share............................ 2,336,196 shares $43.91 $102,582,367 $30,262
==================================================================================================================
</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 June 5, 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 JUNE 12, 1998
PROSPECTUS
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
2,336,196 Shares
KEANE, INC.
Common Stock
---------------------
The 2,336,196 shares of common stock, $.10 par value (the "Common Stock"),
of Keane, Inc. ("Keane" or the "Company") covered by this Prospectus may be
offered and sold, from time to time, by or on behalf of certain shareholders of
the Company identified under the caption "THE SELLING SHAREHOLDERS" (the
"Selling Shareholders"). All of the 2,336,196 shares of Common Stock covered by
this Prospectus (the "Shares"), were issued to the Selling Shareholders on June
1, 1998 in connection with the acquisition (the "Bricker Acquisition") by the
Company of Bricker & Associates, Inc. ("Bricker") in accordance with the
provisions of an Agreement and Plan of Merger, dated as of April 20, 1998, by
and among the Company, Beta Acquisition, Corp., a subsidiary of the Company, the
shareholders and optionholders of Bricker, and Bricker (as amended, the "Merger
Agreement"). Pursuant to the terms of the Merger Agreement, the Company has
agreed to register the Shares under the Securities Act of 1933, as amended, and
to use its best efforts to cause the Registration Statement of which this
Prospectus constitutes a part to be declared and remain effective until the
earlier of (i) such time as all of the Shares have been sold by the Selling
Shareholders, or (ii) June 1, 1999. The Selling Shareholders have advised the
Company that they propose to sell, from time to time, all or part of the Shares
covered by this Prospectus 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 privately negotiated transactions, or in a combination of such methods of
sale. Such methods of sale may be conducted at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders may effect such transactions
directly, or indirectly through underwriters, broker-dealers or agents acting on
their behalf, and in connection with such sales, such broker-dealers or agents
may receive compensation in the form of commissions, concessions, allowances or
discounts from the Selling Shareholders and/or the purchasers of the Shares for
whom they may act as agent or to whom they sell Shares as principal or both
(which commissions, concessions, allowances or discounts might be in excess of
customary amounts thereof). 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. See "SELLING SHAREHOLDERS" and "PLAN OF DISTRIBUTION."
Certain restrictions on the ability of the Selling Shareholders to sell Shares
owned by them are described below and under "SELLING SHAREHOLDERS."
All of the Selling Shareholders have agreed with the Company not to sell,
exchange, transfer, distribute, pledge or otherwise dispose of, or enter into
any transaction to reduce his or her 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 the Company has published
(within the meaning of Accounting Series Release Nos. 130 and 135 published by
the Securities and Exchange Commission (the "Commission")) financial results
covering at least 30 days of combined operations of Bricker and Keane.
The Company will not receive any of the proceeds from the sale of Shares
covered by this Prospectus. The Company will bear all expenses incurred in
effecting the registration of such Shares, including all registration and filing
fees, "blue sky" fees, printing expenses and all accounting and legal fees of
counsel to the Company, and the Selling Shareholders shall bear all brokerage or
underwriting expenses or commissions, if any, applicable to the sale of the
Shares. The Company and the Selling Shareholders have agreed to certain
indemnification arrangements with respect to the Offering. See "PLAN OF
DISTRIBUTION."
The Company's Common Stock is traded on the American Stock Exchange under
the symbol "KEA." On June 10, 1998, the closing sale price of the Common Stock
on the American Stock Exchange was $48.00 per share.
---------------------
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 6.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is __________, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements 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
Commission. Such reports, proxy statements and other information filed by the
Company with the Commission pursuant to the informational requirements of the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the Commission's regional offices located at Seven World Trade
Center, Suite 1300, New York, New York 10048, and at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
also may be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition,
the Company is required to file electronic versions of these documents through
the Commission's Electronic Data Gathering, Analysis and Retrieval system
(EDGAR). The Commission maintains a World Wide Web site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The Common
Stock of the Company is traded on the American Stock Exchange. Reports and other
information concerning the Company may be inspected at the offices of the
American Stock Exchange, 86 Trinity Place, New York, New York 10006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments, supplements, exhibits and schedules thereto,
the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, as certain items are omitted in accordance with the
rules and regulations of the Commission. For further information pertaining to
the Company and the Shares, reference is made to the Registration Statement.
Statements contained in this Prospectus regarding the contents of any agreement
or other document are not necessarily complete, and in each instance reference
is made to the copy of such agreement or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. The Registration Statement, including all exhibits and
schedules thereto, may be inspected without charge at the office of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all
or any part thereof may be obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(i) The Company'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;
(ii) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998;
(iii) The Company's Current Reports on Form 8-K filed April 21, 1998,
April 29, 1998, May 4, 1998, May 12, 1998 and June 3, 1998; and
(iv) The Company'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.
-3-
<PAGE>
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Common Stock registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing 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 Prospectus 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 Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). All such requests shall be
directed to: Keane, Inc., Ten City Square, Boston, Massachusetts 02109,
Attention: Investor Relations Department, Telephone: (617) 241-9200.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this Prospectus and in the documents incorporated
herein constitute "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. For this purpose,
any statements contained herein or incorporated herein that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, 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 the results of the Company to differ
materially from those indicated by such forward-looking statements. These
factors include those set forth in "Risk Factors" herein.
-4-
<PAGE>
THE COMPANY
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
leverage their existing information systems capability and more rapidly and
cost-effectively develop and manage mission-critical software applications. The
Company serves its clients through two operating divisions: the Information
Services Division ("ISD") and the Healthcare Services Division ("HSD"). ISD
accounted for approximately 95% of the Company's revenues in 1997. The Company
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. The Company's principal executive
offices are located at Ten City Square, Boston, Massachusetts, 02129 and its
telephone number is (617) 241-9200. As used herein, the terms "Keane" and the
"Company" include Keane, Inc. and its subsidiaries.
-5-
<PAGE>
RISK FACTORS
The Shares of Common Stock offered hereby include a high degree of risk.
The following risk factors should be considered carefully in addition to the
other information included or incorporated by reference in this Prospectus
before purchasing the Shares offered hereby. Except for the historical
information contained herein, the discussion in this Prospectus contains certain
forward-looking statements that involve risks and uncertainties. When used in
this Prospectus, the words "believes," "expects," "anticipates," "intends,"
"estimates," "should," "will likely" and similar expressions are intended to
identify such forward-looking statements. The cautionary statements made in
this Prospectus should be read as being applicable to all related forward-
looking statements wherever they appear in this Prospectus. The Company's
actual results could differ materially from those discussed here. Important
factors that could cause or contribute to such differences include those
discussed below, as well as those discussed elsewhere herein. The Company
undertakes no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
Fluctuations in Operating Results. The Company has experienced and expects
---------------------------------
to continue to experience fluctuations in its quarterly results. Gross margins
vary based on a variety of factors including employee utilization rates and the
number and type of services performed by the Company during a particular period.
A variety of factors influence the level of the Company's revenues in a
particular quarter, including general economic conditions which may influence
its clients and potential clients to invest in their information systems or to
downsize their businesses, the number and requirements of client engagements,
employee utilization rates, changes in the rates the Company is able to charge
clients for its services, acquisitions by the Company and other factors, many of
which are beyond the Company's control. Since a significant portion of the
expenses of the Company do not vary relative to the Company's level of revenues,
if revenues in a particular quarter do not meet expectations, operating results
will be adversely affected, which may have an adverse impact on the market price
of the Company's Common Stock. In addition, many of the Company'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, the Company has
------------------------------
grown significantly through acquisitions, and the Company's future growth may be
based in part on selected acquisitions. The Company's ability to expand
successfully by acquisitions depends on many factors, including the successful
identification and acquisition of businesses and management's ability to
integrate and operate the new businesses effectively. The Company competes for
acquisition candidates with other entities, some of whom have greater financial
resources than the Company. Increased competition for acquisition candidates
may result in fewer acquisition opportunities being made available to the
Company as well as less advantageous acquisition terms, including increased
purchase prices. The anticipated benefits from any acquisition may not be
achieved unless the operations of the acquired business are successfully
combined with those of the Company in a timely manner. The integration of the
Company's acquisitions requires substantial attention from management. The
diversion of the attention of management, and any difficulties encountered in
the transition process, could have an adverse impact on the Company's revenues
and operating results. In addition, the process of integrating the various
businesses could cause the interruption of, or a loss of momentum in, the
activities of some or all of these businesses, which could have an adverse
effect on the Company's operations and financial results.
Dependence on Personnel. The Company 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.
-6-
<PAGE>
The competition for such personnel is intense. There can be no assurance that
the Company will continue to attract and retain personnel necessary for the
development of its business.
Highly Competitive Market. The custom software services market is highly
-------------------------
competitive and characterized by continual change and improvement in technology.
The market is fragmented, and no company holds a dominant position.
Consequently, the Company's competition for client assignments and experienced
personnel varies significantly from city to city and by the type of service
provided. Some of the Company's competitors are larger and have greater
technical, financial and marketing resources and greater name recognition in the
markets they serve than does the Company. In addition, clients may elect to
increase their internal information systems resources to satisfy their custom
software development needs. The Company believes that the bases for competition
in the software services industry include the ability 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, the Company competes with some companies that are larger in the
healthcare market and have greater financial resources than the Company. The
Company believes that significant competitive factors in the healthcare software
systems market include size and demonstrated ability to provide service to
targeted healthcare markets. There can be no assurance that the Company will
continue to compete successfully with its existing competitors or will be able
to compete successfully with any new competitors.
Risks of Stock Volatility and Absence of Dividends. In recent years, the
--------------------------------------------------
stock market in general and the market for technology stocks, in particular,
including the Company's Common Stock, have experienced extreme price
fluctuations. There is a risk that stock price fluctuation could impact the
Company's operations. Changes in the price of the Company's Common Stock could
affect the Company's ability to successfully attract and retain qualified
personnel or complete necessary business combinations or other transactions in
the future. The Company has never paid any cash dividends on its capital stock,
and there can be no assurances that the Company will ever do so in the future.
Year 2000 Compliance; Risks Associated with Provision of Year 2000 Services.
---------------------------------------------------------------------------
The Company has assessed its internal computer systems and has identified
certain internal systems that are not year 2000 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). The Company is in the process of
correcting such systems or replacing them with year 2000 compliant systems. The
Company 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 the Company's results of operations or
financial condition. There can be no assurance, however, that there will not be
a delay in, or increased costs associated with, the implementation of such
changes, and the Company's inability to implement such changes could have an
adverse effect on the Company's business, operations and financial results.
Among the services that the Company provides are assessment, planning,
migration/remediation and testing services for year 2000 compliance. The
Company 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, there can be no assurance that the market for year 2000
services will continue to develop and if such market fails to grow, or grows
more slowly than anticipated, it could have an adverse effect on the Company's
business, operations and financial results. Although the Company 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. The Company'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 the
Company, regardless of the Company's responsibility for such failure.
-7-
<PAGE>
Litigation, regardless of its outcome, could result in substantial cost to the
Company. Accordingly, any contract liability claim or litigation against the
Company could have an adverse effect on the Company's business, operations and
financial results.
RECENT EVENTS
On June 1, 1998, the Company 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 its Common Stock. In addition, in connection
with the Bricker Acquisition, the Company, 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, have entered into an Escrow Agreement, dated June 1, 1998, providing,
among other things, that 175,215 shares of the Company's Common Stock received
by such Bricker shareholders and optionholders pursuant to the Bricker
Acquisition will be held in escrow to indemnify the Company in the event of any
breaches of representations, warranties or covenants made by Bricker in the
Merger Agreement.
Bricker, now a wholly-owned subsidiary of Keane, is an operations
improvement consulting firm based in Chicago, Illinois. The Bricker Acquisition
is being accounted for as a pooling of interests.
On January 30, 1998, the Company acquired all of the outstanding capital
stock of Quantum in exchange for 180,339 shares of its Common Stock. On March 3,
1998, the Company issued an additional 9,489 shares of the Company's Common
Stock to the former shareholders of Quantum pursuant to a post-closing purchase
price adjustment. In addition, in connection with the Quantum Acquisition, the
Company, the representative of the former shareholders of Quantum and State
Street Bank and Trust Company, as escrow agent, have entered into an Escrow
Agreement, dated January 30, 1998, providing, among other things, that 18,984
shares of the Company's Common Stock received by such Quantum shareholders
pursuant to the Quantum Acquisition will be held in escrow to indemnify the
Company in the event of any breaches of representations, warranties or covenants
made by Quantum in the Merger Agreement.
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. The Quantum Acquisition was accounted for as
a pooling of interests.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock by
the Selling Shareholders.
-8-
<PAGE>
THE SELLING SHAREHOLDERS
The Selling Shareholders acquired the Shares from the Company in connection
with the Company's acquisition of all of the outstanding shares and options to
acquire shares of Bricker. The Bricker Acquisition was consummated on June 1,
1998. The Selling Shareholders received a total of 2,336,196 shares of Common
Stock from the Company in exchange for all of the outstanding shares and options
to acquire shares of Bricker.
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>
Deborah A. Bricker 1,702,104 1,702,104 --- ---
Suite 4202
100 East Huron Street
Chicago, IL 60601
Paul R. Himes 547,608 547,608 --- ---
2023 West Pierce
Chicago, IL 60622
Steven J. Stubitz 43,242 43,242 --- ---
227 Carriage Trail
Barrington, IL 60010
Linda B. Toops 43,242 43,242 --- ---
8 Queens Way
Lincolnshire, IL 60069
</TABLE>
- -----------------------
* Less than 1%.
(1) The number of shares beneficially owned is determined under rules
promulgated by the Commission, 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.
-9-
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that the Shares covered
hereby may be offered and sold by the Selling Shareholders, or by pledgees,
donees, transferees or other successors in interest, in private or public
transactions, in transactions involving principals, in transactions involving
brokers, or by any other lawful methods. 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. Sales of Shares are, in general, expected to be made at the
market price prevailing at the time of each such sale; however, prices in
negotiated transactions may differ considerably. 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. Each of the Selling Shareholders has
advised the Company that he, she or it 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 the Company in making decisions with respect to the timing,
manner and size of each sale. The Company 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.
In offering the Shares covered by this Prospectus, each of the Selling
Shareholders and any broker-dealers who execute sales for such Selling
Shareholder may be considered to 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 deemed to be underwriting discounts
and commissions.
Pursuant to the Merger Agreement, all expenses of registration of the
Shares will be paid by Keane, including Commission filing fees, and the Selling
Shareholders shall bear all brokerage or underwriting expenses or commissions,
if any, applicable to the sale of the Shares. The Company 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 the Company and certain related persons against certain
liabilities, including liabilities under the Securities Act. The Company will
not receive any of the proceeds from the sale of Shares by the Selling
Shareholders.
Pursuant to the Merger Agreement, the Company has agreed with each of the
Selling Shareholders to keep the Registration Statement of which this Prospectus
constitutes a part effective until the earlier of (i) such time as all of the
Shares have been sold by the Selling Shareholders, or (ii) June 1, 1999. The
Company intends to de-register any of the Shares not sold by the Selling
Shareholders at the end of such period.
All of the Selling Shareholders have agreed with the Company not to sell,
exchange, transfer, distribute, pledge or otherwise dispose of, or enter into
any transaction to reduce his or her 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 the Company has published
(within the meaning of Accounting Series Release Nos. 130 and 135 published by
the Commission) financial results covering at least 30 days of combined
operations of Bricker and Keane.
-10-
<PAGE>
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for the
Company 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 Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
-11-
<PAGE>
===============================================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION OF AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS
OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
--------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................................ 3
Incorporation of Certain Documents
By Reference....................................... 3
Special Note Regarding Forward-Looking
Information........................................ 4
The Company.......................................... 5
Risk Factors......................................... 6
Recent Events........................................ 8
Use of Proceeds...................................... 8
The Selling Shareholders............................. 9
Plan of Distribution................................. 10
Legal Matters........................................ 11
Experts.............................................. 11
</TABLE>
--------------
===============================================================================
===============================================================================
KEANE, INC.
2,336,196 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 the Company. All amounts shown are
estimates except the Securities and Exchange Commission registration fee.
<TABLE>
<S> <C>
Filing Fee - Securities and Exchange
Commission $30,262
Legal fees and expenses of the
Company 10,000
Accounting fees and expenses 2,000
Blue Sky fees and expenses --
Printing expenses --
Miscellaneous expenses 2,738
Total Expenses $45,000
</TABLE>
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 Coopers & Lybrand L.L.P.
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 Commission 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 the Company 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 Securities
and Exchange 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-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 12th
day June, 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 June 12, 1998
- ---------------------------- of the Board of Directors (Principal
John F. Keane Executive Officer)
/s/ Wallace A. Cataldo Vice President-Finance (Principal June 12, 1998
- ---------------------------- Financial and Accounting Officer)
Wallace A. Cataldo
/s/ Philip J. Harkins Director June 12, 1998
- ----------------------------
Philip J. Harkins
/s/ Winston R. Hindle, Jr. Director June 12, 1998
- ----------------------------
Winston R. Hindle, Jr.
Director
- ----------------------------
Brian T. Keane
/s/ John F. Keane, Jr. Director June 12, 1998
- ----------------------------
John F. Keane, Jr.
Director
- ----------------------------
John F. Rockart
/s/ Robert Shafto Director June 12, 1998
- ----------------------------
Robert Shafto
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP
(included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included in page II-5 of the
Registration Statement)
</TABLE>
<PAGE>
EXHIBIT 5
---------
HALE AND DORR LLP
60 State Street
Boston, MA 02109
June 12, 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 2,336,196 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 the
Company and all amendments thereto and the Agreement and Plan of Merger dated
April 20, 1998 by and among the Company, Beta Acquisition, Corp., the
shareholders and optionholders of Bricker & Associates, Inc., and Bricker &
Associates, Inc. (as amended, the "Merger Agreement"), 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 the Company, all as provided
to us by the Company, 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, when issued in accordance with the
provisions of the Merger Agreement, will be 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,
/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-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/ Coopers & Lybrand L.L.P.
----------------------------
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 11, 1998
