KEANE INC
8-K, 1999-06-30
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):  June 30, 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)
<PAGE>

ITEM 5.   OTHER EVENTS.

     On June 30, 1999, the Registrant issued a press release revising its
revenue and earnings estimates for the quarter ending June 30, 1999, and the
year ending December 31, 1999.

     A copy of this press release 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 revised revenue and earnings
                        estimates, dated June 30, 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:         June 30, 1999              By:  /s/ Wallace A. Cataldo
                                              ----------------------
                                              Wallace A. Cataldo,
                                              Vice President -
                                                   Finance and Administration
<PAGE>

                                 EXHIBIT INDEX

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

99             Press Release regarding revised revenue and earnings estimates,
               dated June 30, 1999.

<PAGE>

                                                EXHIBIT 99


        KEANE REVISES REVENUE AND EARNINGS ESTIMATES FOR Q2 AND FISCAL
                                     YEAR
                          LONG-TERM OUTLOOK UNCHANGED


     BOSTON, June 30, 1999 - Keane, Inc. (AMEX: KEA), a leading IT consulting
firm, today announced that it expects revenue and earnings per share for the
second quarter ending June 30, 1999 and the remainder of the fiscal year to be
below its operating plan. The company attributed the shortfall to a drop-off in
its Year 2000 business as well as recent signs of softness in its non-Year 2000
business.

     Revenue for the second quarter is expected to be in the range of $280
million to $282 million, or approximately 6% above revenue of $266.9 million in
the second quarter of 1998.  Earnings per share for the second quarter of 1999
are expected to be approximately $0.37 per share, as compared to $0.37 prior to
acquisition costs and $0.31 after such costs in the comparable period in 1998.
Keane plans to announce its second quarter financial results on July 15, 1999.

     The company also indicated that, based on information currently available,
it anticipates revenue for the fiscal year ending December 31, 1999 to be
approximately flat with the $1.1 billion recorded in 1998.  Earnings per share
for the year are expected to be in the range of $1.40 to $1.50 per share
compared to $1.47 prior to acquisition costs and $1.33 after such costs for the
year ended December 31, 1998.

     John F. Keane, Keane's chief executive officer and chairman of the board,
commented, "In June, we began to see clear indications of a softening in non-Y2K
revenues that has caused us to re-evaluate our expectations for the second
quarter and the remainder of 1999.  Though Keane's core Plan, Build and Manage
business continues to grow strongly, we now believe that year-over-year revenue
growth will be below the 30-35% rate that we have seen for the last few
quarters.

    "We believe the slowdown is attributable to increased reluctance to
implement new IT projects until all outstanding Y2K issues are resolved rather
than a fundamental shift in the long-term prospects for our business.  The
outlook for the IT Services market post-Y2K remains positive and we expect Keane
to maintain its leading position within the industry.  Over a three to five year
period, we continue to believe that Keane can post average revenue growth of 20-
25%, with earnings growth at a slightly faster pace.

     "In particular, we are seeing strongest growth coming from Keane's e-
Solutions, Application Management Outsourcing, Customer Relationship Management,
and Management Consulting practices," Keane concluded.
<PAGE>

     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 results of operations, future growth
and future performance as well as the outlook for the IT services market.
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 on 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, the successful
completion and integration of acquisitions and various other factors which
involve risk and uncertainty.

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