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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 19, 1997
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Renaissance Solutions, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-25746 04-3510009
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(Commission File Number) (I.R.S. Employer Identification No.)
Lincoln North, 55 Old Bedford Road, Lincoln, MA 01773
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(Address of Principal Executive Offices) (Zip Code)
(617) 259-8833
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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On May 19, 1997, Renaissance Solutions, Inc., a Delaware corporation (the
"Company") entered into an Agreement and Plan of Merger by and among The
Registry, Inc., a Massachusetts corporation ("The Registry"), Rain Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of The Registry
("Rain") and the Company (the "Merger Agreement"). Pursuant to the Merger
Agreement, Rain will merge (the "Merger") with and into the Company, with the
Company surviving the Merger as a wholly-owned subsidiary of The Registry. The
closing of the transactions contemplated by the Merger Agreement is contingent
upon the satisfaction or waiver of certain closing conditions and approval by
The Registry's and the Company's stockholders. A press release announcing the
execution of the Merger Agreement is filed as Exhibit 99.1 hereto.
On May 19, 1997, the Company also entered into Amendment No. 1 to Third
Amended and Restated Teaming Agreement (the "Amendment") by and between the
Company and Gemini Consulting, Inc., a Delaware corporation ("Gemini"). The
Amendment is filed as Exhibit 10.1 hereto.
Item 7. Financial Statement and Exhibits.
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(c) Exhibits:
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See the Exhibit Index attached hereto.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 23, 1997 RENAISSANCE SOLUTIONS, INC.
(Registrant)
/s/ William T. Jenkins
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William T. Jenkins
Vice President and Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Item Description
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<S> <C>
10.1 Amendment No. 1 to Third Amended and
Restated Teaming Agreement, dated as of
May 19, 1997, by and between the Company
and Gemini Consulting, Inc.
99.1 Press release announcing execution of
the Merger Agreement.
</TABLE>
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EXHIBIT 10.1
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AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
TEAMING AGREEMENT
This Amendment No. 1 to Third Amended and Restated Teaming Agreement (the
"Amendment") is entered into as of the 19th day of May, 1997, by and between
Renaissance Solutions, Inc., a Delaware corporation ("Renaissance"), and Gemini
Consulting, Inc., a Delaware corporation ("Gemini"). Each of Renaissance and
Gemini is referred to herein as a "Party."
WHEREAS, Renaissance and Gemini are parties to a Third Amended and Restated
Teaming Agreement, dated as of October 23, 1996 (the "Teaming Agreement"); and
WHEREAS, Renaissance and Gemini desire to amend the Teaming Agreement in
the manner set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, the Teaming Agreement is hereby amended as follows:
1. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Teaming Agreement.
2. Notwithstanding anything to the contrary set forth in the Teaming
Agreement, the Parties agree as follows:
(a) Each of Renaissance and Gemini is hereby relieved of all of its payment
obligations under the Teaming Agreement, other than those set forth herein or in
respect of client projects, including without limitation any obligation on the
part of Gemini with respect to Gemini Guaranteed Bookings or satisfaction of any
Gemini Bookings Deficiency.
(b) The occurrence of a Change in Control of Renaissance shall not give
rise to any termination rights under the Teaming Agreement, including without
limitation the termination right contained in Section 11(a)(v) of the Teaming
Agreement.
(c) In no event shall Gemini be entitled to a Termination Fee under the
Teaming Agreement.
(d) In lieu of Gemini's payment obligations under Section 8(b) of the
Teaming Agreement and in full satisfaction of any other payment obligation set
forth in the Teaming Agreement (other than those in respect of client projects),
Gemini shall make the following payments to Renaissance:
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(i) As a license fee for the Licensed Methodologies for each period
specified, on or before the date specified, the amounts set forth below:
<TABLE>
<CAPTION>
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Period Covered Payment Date Payment
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<S> <C> <C>
May 15, 1997-June 27, 1997 June 2, 1997 $ 800,000
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June 28, 1997-September 26, 1997 August 30, 1997 $1,400,000
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</TABLE>
In consideration of such payments, Renaissance will continue to provide
Gemini with updates of the Licensed Methodologies such that Gemini will have
received all Licensed Methodologies in existence through September 26, 1997.
Effective immediately (but subject to fulfillment of the payment
obligations set forth in this Section 2(d)(i)), Gemini shall receive a fully
paid up and perpetual license to use the Licensed Methodologies as in existence
on September 26, 1997 and shall not be subject to the restrictions set forth in
Sections 3(a) or 8(a)(i) of the Teaming Agreement or other such restrictions on
use or attribution;
(ii) Gemini shall continue to be required to make the $500,000
payment to Renaissance pursuant to Section 8(c) of the Teaming Agreement
specified in such Section 8(c) as to be invoiced on August 1, 1997. Gemini shall
make such payment to Renaissance on or before June 2, 1997 and no invoice shall
be required. Gemini shall be deemed to have accepted all deliverables related to
such project upon receipt of a statement from Renaissance that Renaissance has
delivered all such deliverables, which statement by Renaissance shall be final
and binding on Gemini; and
(iii) In the event that Gemini fails to make either of the payments
due on June 2, 1997 described in clauses (i) and (ii) above within seven days
after notice from Renaissance that payment has not been made when due, this
Amendment (other than the provisions of Sections 2(b) and 2(c) hereof, which
shall survive) shall, if so elected by Renaissance, be of no further force or
effect and the Teaming Agreement (other than as modified by Sections 2(b) and
2(c) hereof) shall be reinstated as though it had not been amended hereby. In
the event that Gemini fails to make the payment due on August 30, 1997 described
in clause (ii) above within seven days after notice from Renaissance that
payment has not been made when due, Gemini shall pay to Renaissance, in addition
to the payment set forth above, the sum of $400,000.
(e) Renaissance shall continue to be required to make the $100,000 payment
to Gemini pursuant to Section 3(b)(iv) of the Teaming Agreement for the quarter
ending June 30, 1997. Renaissance shall make such payment to Gemini on or
before June 2, 1997.
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(f) From and after September 26, 1997, Renaissance shall have no further
obligation to provide Gemini with any copies or updates of any of the Licensed
Methodologies, including without limitation Renaissance's obligation to provide
materials under Section 3(b)(i) of the Teaming Agreement. The reference to "the
first four years of the Term" in Section 1(t) of the Teaming Agreement is hereby
replaced with the words "through September 26, 1997."
(g) Effective on September 27, 1997, the provisions of Section 6 of the
Teaming Agreement relating to the non-solicitation of Clients shall be of no
further force or effect, provided, however, that this Section 2(g) shall not
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give either Party the right to, and each Party agrees not to, disrupt or alter
any existing relationship between the other Party and a Client with respect to
any engagements existing as of such date.
(h) It is the mutual desire of Gemini and Renaissance that, notwithstanding
the terms of the Teaming Agreement, in no event shall the Parties be obligated
to perform any Joint Service Offerings (or related marketing, personnel,
support, training, etc.) pursuant to the Teaming Agreement unless they have
mutually agreed to cooperate in the delivery of such services.
(i) The Parties agree that neither of them shall bring a claim for monetary
damages against the other arising out of the Teaming Agreement, except that
Renaissance may bring an action to recover the amounts payable to Renaissance
pursuant to Sections 2(d)(i), 2(d)(ii) and 2(d)(iii) hereof, Gemini may bring an
action to recover the amount payable to Gemini pursuant to Section 2(e) hereof,
and either Party may seek to recover amounts invoiced pursuant to specific
client projects.
3. In all other respects, the Teaming Agreement is hereby ratified and
confirmed and shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as a sealed instrument effective as of the date first set forth above.
RENAISSANCE SOLUTIONS, INC.
By: /s/ William T. Jenkins
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Title: Vice President and
Chief Financial Officer
GEMINI CONSULTING, INC.
By: /s/ Michel Jalabert
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Title: Vice President
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EXHIBIT 99.1
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THE REGISTRY, INC. AND RENAISSANCE SOLUTIONS, INC. TO MERGE IN
TRANSACTION DESIGNED TO CREATE A LEADING PROVIDER OF
INTEGRATED CONSULTING SERVICES
-- Transaction Will Create New Consulting Paradigm Offering Services Ranging
from Strategy Consulting to Technology Implementation--
NEWTON and LINCOLN, Mass., May 20, 1997-- In a transaction designed to create
one of the nation's leading providers of integrated consulting services, The
Registry, Inc. (Nasdaq: REGI) and Renaissance Solutions, Inc. (Nasdaq: RENS)
today announced that they have agreed to merge. The transaction, which the
companies expect to complete within 90 days, will form a combined enterprise
with annual revenues of more than $350 million for the twelve months ended March
31, 1997. While The Registry and Renaissance will each maintain its distinct
organizational identity, the transaction will create a new consulting paradigm
by bringing together strategy consulting, business solutions and technology
implementation services under a single corporate umbrella.
The Registry, based in Newton, Mass., is a leading provider of information
technology (IT) consulting services to organizations with complex IT operations.
Renaissance Solutions, based in Lincoln, Mass., develops technology-based
business solutions designed to enable its clients to rapidly implement their
business strategies, develop high-performance work processes, and ensure
continuous growth of their skills and knowledge. The parties expect the
transaction, which was unanimously approved by the boards of directors of both
companies, to be accretive to earnings, excluding non-recurring charges.
Under the terms of the agreement, which is subject to shareholder and regulatory
approval and other customary closing conditions, The Registry and Renaissance
will merge in an exchange of stock in which Renaissance shareholders will
receive 0.80 shares of The Registry common stock for each Renaissance share they
hold. The transaction will be accounted for using the pooling-of-interests
method and is intended to qualify as a tax-free reorganization. Based on The
Registry's closing stock price of $56.50 on May 19, 1997, and the approximately
9.5 million shares of Renaissance common stock currently outstanding, the
transaction is valued at approximately $430 million. It will create a combined
company approximately two-thirds owned by current shareholders of The Registry
and approximately one-third owned by current shareholders of Renaissance.
Shareholders representing approximately 50% and 38% of the common stock
outstanding of The Registry and Renaissance, respectively, have signed
shareholder agreements to vote in favor of the merger.
G. Drew Conway, chairman, president and chief executive officer of The Registry,
said: "This is a unique opportunity to join together our two best-in-class
consulting firms for the benefit of our respective shareholders, clients,
employees and business partners. The fit of our two companies is highly
complementary. The Registry brings major technology implementation capabilities
provided by our 3,200 IT consultants, as well as a strong marketing organization
and client relationships.
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Renaissance, with more than 300 professionals, brings extensive skills in
strategy formulation, business solutions and technology design. Under one
corporate umbrella, our two organizations will work together to provide clients
access to a broad range of service offerings."
Mr. Conway continued: "Together, with 48 offices in the United States and
Europe, we will be well positioned to offer our rapidly growing client base
service offerings of unequaled excellence and value. Clients ranging from the
top of the Fortune 100 to middle-market companies, and decision makers from the
CEO/CIO level to line-of-business heads and senior project managers, will now be
able to partner with a single integrated services firm for virtually all their
strategic, business and IT consulting needs. Moreover, the combination of these
two strong, fast-growing companies should create many career opportunities for
its employees, which will allow us to continue to attract and retain the most
capable and ambitious professionals in the consulting field."
David Lubin, co-founder and co-chairman of the board of Renaissance, said: "This
is a powerful business combination that will enable each company to pursue its
respective strategy and continue to build its brand equity, while realizing
substantial synergy from the merger. Renaissance will now have significantly
greater implementation resources to bring to bear on client projects, as well as
a greatly expanded marketing channel. The Registry will now be able to assist
clients in designing and developing as well as implementing business solutions.
By joining forces, we create an enterprise with the critical mass and growth
potential to change the competitive dynamics of the marketplace."
Upon completion of the transaction, Drew Conway will continue to be president
and chief executive officer of the combined enterprise and will be supported by
Robert E. Foley as chief financial officer and by the founders of Renaissance.
Renaissance also announced that it had agreed with Gemini Consulting to amend
their teaming agreement to eliminate Gemini's right to terminate the agreement
upon a change of control of Renaissance. Gemini will no longer be subject to the
guaranteed bookings targets included in the teaming agreement, although it has
agreed to continue to pay Renaissance certain licensing fees for the use of
Renaissance methodology and to cooperate to support their existing clients.
Since completing its initial public offering in June 1996, The Registry has
successfully completed the acquisition of seven companies, including Morris
Information Systems Inc., of Houston, Tex. (8/96); Sun-Tek Consultants Inc., of
Orlando, Fla. (11/96); Application Resources, Inc., of San Francisco, Calif.
(11/96); Shamrock Computer Resources Ltd., of Minneapolis, Minn. (12/96);
Sterling Information Group, of Austin, Tex. (12/96); James Duncan & Associates,
of the United Kingdom (12/96); and Connexus, Inc., of Andover, Mass. (2/97).
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Mr. Conway said: "As we indicated on April 28th in announcing our third-quarter
and nine-month results, our excellent financial performance after the
acquisitions since our IPO demonstrates our continued ability to attract and
retain IT consultants, build and maintain strong client relationships, and
expand our service offerings. The integration of these acquisitions is nearly
complete. We look forward to a smooth and seamless merger with Renaissance, with
both companies maintaining their respective organizational identities while
working together to leverage the combined enterprise through new business
development initiatives and service offerings."
The Registry was advised by Montgomery Securities with regard to the transaction
and Renaissance was advised by Hambrecht and Quist LLC. Both advisors have
rendered opinions that the transaction is fair to their respective clients from
a financial point of view.
Founded in 1992, Renaissance Solutions Inc. develops technology-based business
solutions designed to enable its clients to rapidly implement their business
strategies, develop high-performance work processes, and ensure continuous
growth of their skills and knowledge. Renaissance is widely known for "The
Balanced Scorecard," an analytical tool that helps companies to better focus,
align and manage the implementation of their business strategies.
Incorporated in 1986, The Registry currently employs more than 3,200 IT
professionals in the United States and Europe on a contract basis for a
diversified client base. The company's IT professionals specialize in
workgroup/desktop technology, legacy systems, networks and communications,
database design and development and the Internet throughout its 40 locations. In
addition, The Registry provides project consulting services in the areas of
network systems, application development, complex Internet enabled applications,
technical documentation, data warehousing/decision support, and help desk
management.
This press release contains forward-looking statements that involve a number of
risks and uncertainties that could cause actual results to differ materially
from those indicated by such forward-looking statements, including availability
of qualified IT consultants, integration of acquisitions, risks associated with
transactions, including the transaction announced herein, as well as the factors
set forth in The Registry's and Renaissance Solutions' Registration Statements
on Forms S-1 and S-3, their respective Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q. These documents are available from the companies upon
request and without charge.
The Registry intends to file a registration statement with the Securities and
Exchange Commission covering the shares of common stock to be issued in
connection with the proposed merger. The offering of shares will only be by
means of the registration statement and related prospectus.
