<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
Form 10-K/A
Amendment No. 1 to Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999 Commission file number 1-7516
----------------- ------
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 Number)
Ten City Square, Boston, Massachusetts 02129
-------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 241-9200
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
-------------------- -----------------------------------------
Common Stock, $.10 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
-----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (_)
The aggregate market value of the Common Stock held by nonaffiliates of the
registrant, based on the last sale price of the Common Stock on the AMEX on
March 10, 2000, was $1,508,163,647. As of March 10, 2000, 69,862,446 shares of
Common Stock, $.10 par value per share, and 284,987 shares of Class B Common
Stock, $.10 par value per share, were issued and outstanding.
Documents Incorporated by Reference. The Registrant has filed a definitive proxy
statement pursuant to Regulation 14A, promulgated under the Securities Exchange
Act of 1934, as amended, used in connection with the Registrant's Annual Meeting
of Stockholders held on May 31, 2000. The information required in response to
Items 10-13 of Part III of this Form 10-K is hereby incorporated by reference to
such proxy statement.
<PAGE>
This Amendment No. 1 on Form 10-K/A amends and restates Item 10 of the Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March
31, 2000 by Keane, Inc., a Massachusetts corporation (the "Company").
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The response to this Item is contained in part under the caption "Directors and
Executive Officers of the Company" in Part I hereof, and the remainder is
incorporated herein by reference to the Company's Proxy Statement for the Annual
Meeting of Stockholders to be held May 31, 2000 (the "2000 Proxy Statement")
under the caption "Election of Directors." Except as described below, the
Company is not aware of any executive officer, director or principal stockholder
who failed to comply with filing requirements under Section 16 of the Securities
Exchange Act of 1934, as amended, during the year ended December 31, 1999. On a
Form 4 filed June 6, 2000, John F. Keane, Jr., as officer of the Company,
reported a gift of 5,942 shares of Common Stock which occurred in April 1999 and
a correction of 12,500 shares of Common Stock which was filed previously on Form
4.
<PAGE>
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to the
registrant's Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
KEANE, INC.
(Registrant)
/s/ John F. Keane
------------------------
By: John F. Keane
Chairman, President, and
Chief Executive Officer
Date: June 7, 2000
