<PAGE>
As filed with the Securities and Exchange Commission on November 19, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RENAISSANCE SOLUTIONS, INC.
--------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware 04-3217557
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
Lincoln North, 55 Old Bedford Road, Lincoln, Massachusetts 01773
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(Address of principal executive offices) (Zip code)
1995 EQUITY INCENTIVE PLAN
--------------------------
(Full title of the plan)
Mr. David P. Norton
President and Chief Executive Officer
Lincoln North, 55 Old Bedford Road, Lincoln, Massachusetts 01773
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(Name and address of agent for service)
(617) 259-8833
--------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount to Maximum Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
---------- ---------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 shares $34,500,000(1) $34.50(1) $10,455
$.0001 par value
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) of the Securities Act, and based on the
average of the high and low prices of the Registrant's Common Stock as reported
by the Nasdaq National Market on November 12, 1996.
<PAGE>
Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-91942, filed
by Renaissance Solutions, Inc. (the "Registrant") on May 5, 1995, relating
to the Registrant's 1995 Equity Incentive Plan.
<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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Lincoln, Commonwealth of
Massachusetts, on this 19th day of November, 1996.
RENAISSANCE SOLUTIONS, INC.
By: /s/ David P. Norton
-------------------------------------
David P. Norton
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Renaissance Solutions,
Inc., hereby severally constitute and appoint Harry M. Lasker, David A.
Lubin and David P. Norton and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us
and in our names, in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith, and any and all amendments to said
Registration Statement and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Renaissance
Solutions, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, 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 and any and
all amendments thereto.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ------ ----
/s/ David P. Norton
- -------------------- President, Chief Executive November 12, 1996
David P. Norton Officer and Director
(Principal Executive Officer)
/s/ George A. McMillan
- -------------------- Vice President, Chief November 19, 1996
George A. McMillan Financial Officer and Chief
Operating Officer (Principal
Financial and Accounting
Officer)
/s/ Harry M. Lasker
- -------------------- Director November 12, 1996
Harry M. Lasker
/s/ David A. Lubin
- -------------------- Director November 19, 1996
David A. Lubin
/s/ Robert S. Kaplan
- -------------------- Director November 19, 1996
Robert S. Kaplan
/s/ John F. Rockart
- -------------------- Director November 19, 1996
John F. Rockart
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number
- -------
4.1 (1) Amended and Restated Certificate of Incorporation of the Registrant,
as amended to date
4.2 (1) By-Laws of the Registrant, as amended to date
4.3 (1) Specimen Stock Certificate of Common Stock of the Registrant
5 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on the signature page of this Registration
Statement)
___________
(1) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1 (File No. 33-89524) filed on February 14, 1995.
<PAGE>
Exhibit 5
---------
HALE AND DORR
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 . FAX 617-526-5000
November 19, 1996
Renaissance Solutions, Inc.
Lincoln North
55 Old Bedford Road
Lincoln, Massachusetts 01773
Re: 1995 Equity Incentive Plan
--------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed on November 19, 1996 with the
Securities and Exchange Commission relating to 1,000,000 shares of Common Stock,
$.0001 par value per share (the "Shares"), of Renaissance Solutions, Inc., a
Delaware corporation (the "Company"), issuable under the Company's 1995 Equity
Incentive Plan (the "Plan").
We have examined the Amended and Restated Certificate of Incorporation and
Restated By-Laws of the Company, each as amended to date, and originals, or
copies certified to our satisfaction, of all pertinent records of the meetings
of the directors and stockholders of the Company, the Registration Statement,
and such other documents relating to the Company as we have deemed material for
the purposes of this opinion.
In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified, facsimile or photostatic copies and the authenticity of the
originals of such latter documents.
Based on the foregoing, we are of the opinion that the Company is a
corporation duly organized and validly existing under the laws of the State of
Delaware and that the Company has duly authorized for issuance the Shares, and
the Shares, when issued and paid for in accordance with the terms of the Plan
and at a price per share in excess of the par value per share for such Shares,
will be legally issued, fully paid and non-assessable.
<PAGE>
Renaissance Solutions, Inc.
November 19, 1996
Page 2
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Hale and Dorr
HALE AND DORR
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Renaissance Solutions, Inc. on Form S-8 of our report dated October 24, 1996,
appearing in the Prospectus which is part of Registration Statement (No. 333-
14923) on Form S-3 of Renaissance Solutions, Inc. (the "Prospectus").
We also consent to the incorporation by reference of the references to us under
the heading "Selected Consolidated Financial Data" and "Experts" in the
Prospectus.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
November 18, 1996
