KEANE INC
8-K, 1999-05-28
COMPUTER PROGRAMMING SERVICES
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<PAGE>

                      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 26, 1999

                                  Keane, Inc.
     --------------------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)

                                 Massachusetts
     --------------------------------------------------------------------
                (State or Other Jurisdiction of Incorporation)


            1-7516                                      04-243-7166
- ----------------------------------------    ------------------------------------
(Commission File Number)                    (I.R.S. Employer Identification No.)

           TEN CITY SQUARE
        BOSTON, MASSACHUSETTS                              02129
- ----------------------------------------                 ----------
(Address of Principal Executive Offices)                 (Zip Code)

                                (617) 241-9200
             ----------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)
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ITEM 5.   OTHER EVENTS.

     On May 16, 1999, the Registrant's Board of Directors authorized the
Registrant to repurchase up to one million shares of its common stock over the
next 12 months.  The timing and amount of shares repurchased will be determined
by the Registrant's management based on its evaluation of market and economic
conditions.

     A copy of the press release announcing this repurchase program is attached
as Exhibit 99.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)  Financial Statements of Businesses Acquired

          Not Applicable.

     (b)  Pro Forma Financial Information

          Not applicable.

     (c)  Exhibits

          Exhibit 99     Press Release regarding announcement of share
                         repurchase program, dated May 27, 1999.

<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                           KEANE, INC.
                                           -----------
                                           (Registrant)



Date:   May 28, 1999                       By:    /s/ John F. Keane, Jr.
                                               ---------------------------------
                                                  John F. Keane, Jr.
                                                  Executive Vice President


<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number         Description
- ------         -----------

99             Press Release regarding announcement of share repurchase
               program, dated May 27, 1999.

<PAGE>

                                                                      EXHIBIT 99


                   KEANE ANNOUNCES SHARE REPURCHASE PROGRAM


     BOSTON, May 27, 1999 - Keane, Inc. (AMEX: KEA) announced today that its
Board of Directors, at its regularly scheduled meeting held on May 26, 1999, has
authorized the Company to repurchase up to one million shares of its common
stock over the next 12 months. The Company believes that its stock is
significantly undervalued, and therefore the repurchase of common stock
represents a highly attractive investment opportunity. The timing and amount of
shares repurchased will be determined by the Company's management based on its
evaluation of market and economic conditions. The Company reported that the
repurchased shares will be used for the Company's stock option plans, employee
stock purchase and other stock benefit plans, and for general corporate
purposes.

     Headquartered in Boston, Massachusetts, Keane, Inc. is a $1 billion firm
that helps companies plan, build and manage application software to achieve
business advantage.  Keane does this by adhering to rigorous process and
management disciplines and performance metrics incorporated in its core IT
solutions.  Keane's services include operations improvement consulting, e-
solutions, customer relationship management (CRM), data warehousing, custom
application development, and application outsourcing.  These services are
delivered through a network of more than 50 branch offices in North America and
the United Kingdom.  Information about Keane is available via www.keane.com or
                                                              -------------
via Shareholder Direct at 1-800-75-KEANE.

________________________________________________________________________________

This release contains a number of forward-looking statements concerning the
company's current expectations as to future growth.  Actual results may differ
materially depending on the various factors set forth under the caption "Certain
Factors That May Affect Future Results" in the company's annual report or Form
10-K for the year ended December 31, 1998, which important factors are
incorporated herein by reference.  Such factors include business conditions, the
successful completion of software development or management projects, the
availability of professional staff and various other factors which involve risk
and uncertainty.


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