SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Renaissance Solutions, Inc.
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(Name of Issuer)
Common Stock, $0.0001 par value
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(Title of Class of Securities)
759924 10 3
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(CUSIP Number)
Michael R. Chayet, Esq.
Gemini Consulting, Inc.
25 Airport Road
Morristown, New Jersey 07960
(201) 285-9009 ext. 2216
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 22, 1996
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this Schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 6 Pages)
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CUSIP NO. 759924 10 3 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gemini Consulting, Inc. 22-2575929
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Warrants: WC
Options: OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
None
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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14 TYPE OF REPORTING PERSON
CO
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Preface.
This Schedule 13D relates to three options (the "Options")
and two warrants (Nos. 1 and 2, and collectively, the "Warrants")
to acquire an aggregate amount of 783,600 underlying shares (the
"Shares") of common stock (the "Common Stock"), $0.0001 par
value, of Renaissance Solutions, Inc., a Delaware corporation
(the "Issuer").
As previously disclosed on pages 33 and 34 of Amendment No.
4 to Form S-1 dated April 3, 1995, and on pages 33 and 34 of
Amendment No. 1 to Form S-1 dated May 3, 1996, filed by the
Issuer, the Options and Warrants were acquired by Gemini
Consulting, Inc., a Delaware corporation ("Gemini"), on April 11,
1995.
By the terms of the instruments under which they were
granted, Warrant No. 1 was not exercisable until April 11, 1996,
and the Options and Warrant No. 2 were not exercisable until the
later of (i) April 11, 1996 and (ii) the date on which Gemini
gave notice to the Issuer that Gemini was released from certain
regulatory restrictions related to Section 4(c)(9) of the Bank
Holding Company Act, to which it was subject and which would
otherwise have required regulatory approval for Gemini to acquire
a beneficial ownership of more than 4.9% of the Issuer (the
"Restriction").
On March 22, 1996, the Board of Governors of the Federal
Reserve System granted a consent under Section 4(c)(9) of the
Bank Holding Company Act to an indirect shareholder of Gemini,
which consent released Gemini from the Restriction.
Under Rule 13d-3(d)(1) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), beneficial ownership of
securities which underlie derivative securities is established on
the 60th day prior to the exercise date of the derivative
security. With respect to Warrant No. 1, Gemini acquired
beneficial ownership of such Warrant's underlying 313,600 shares
of Common Stock on February 11, 1996. With respect to the Options
and Warrant No. 2, Gemini was in a position to acquire beneficial
ownership to the 470,000 shares of Common Stock underlying each
of the Options and Warrant No. 2 on March 22, 1996, by sending a
notice to the Issuer of the release of the Restriction on such
date, although actual notice was only delivered on October 29,
1996. The beneficial ownership of Gemini of the Shares on March
22, 1996, represented 11.47% of the then-outstanding 6,045,672
shares of Common Stock plus the Shares.
As previously disclosed on page 6 of Form S-3 dated October
28, 1996, filed by the Issuer, Gemini intended to exercise the
Options and Warrants and sell the Shares through its wholly-owned
subsidiary, Gemini Consulting, Inc., a New Jersey corporation
("Gemini NJ"). On October 29, 1996, Gemini assigned the Options
and Warrants to Gemini NJ, which effected the exercise and sold
the Shares pursuant to the Issuer's secondary offering of Common
Stock that closed on November 18, 1996.
(Page 3 of 6 Pages)
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Neither Gemini nor Gemini NJ currently has any beneficial
interest in any Common Stock or any other security of the Issuer.
Gemini has caused Gemini NJ to file this Schedule 13D pursuant to
Section 13d of the Exchange Act with respect to Gemini's original
acquisition of its 5% beneficial ownership of the Common Stock
and Gemini NJ's recent disposition of all of its interest in the
Common Stock.
Item 1. Security and Issuer.
The Issuer has its principal executive offices at Lincoln
North, 55 Old Bedford Road, Lincoln, Massachusetts 01773. This
Schedule 13D relates to the Common Stock.
Item 2. Identity and Background.
This Schedule 13D is being filed by Gemini NJ which has its
principal office at 25 Airport Road, Morristown, New Jersey
07960. The principal business of Gemini NJ is management
consulting.
During the last five years, neither Gemini nor Gemini NJ
has been convicted in a criminal proceeding or has been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In consideration of the purchase of the Warrants, Gemini
paid the Issuer $1,600,000 in cash out of Gemini's working
capital, and with respect to the grant of the Options, Gemini
made in favor of the three grantors of the Options three
promissory notes in an aggregate principal amount of $675,000.
The exercise prices of the Options and Warrants were paid from
the proceeds of the sale of the Shares.
Item 4. Purpose of Transaction.
The Options and Warrants were acquired by Gemini for
investment purposes only.
Item 5. Interest in Securities of the Issuer.
Gemini became the beneficial owner under Rule 13d-3(d)(1)
of the Exchange Act of all of the Shares on March 22, 1996, which
at that time represented 11.47% of the Common Stock. As stated in
the Preface to this Schedule 13D, Gemini caused Gemini NJ to sell
all of the Shares on November 18, 1996, thereby divesting itself
(Page 4 of 6 Pages)
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of all beneficial interests in the Common Stock. Neither Gemini
nor Gemini NJ currently has any beneficial interest in any
security of the Issuer.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
(Page 5 of 6 Pages)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: December __, 1996
Gemini Consulting, Inc.
By:__________________________
Name: Xavier Gonin
Title: Treasurer
(Page 6 of 6 Pages)
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