<PAGE> 1
As filed with the Securities and Exchange Commission on March 4, 1997
Registration Statement No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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RENAISSANCE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 04-3150009
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
LINCOLN NORTH
55 OLD BEDFORD ROAD
LINCOLN, MASSACHUSETTS 01773
(Address, including zip code, and
telephone number, including area code,
of registrant's principal
executive offices)
----------------------
DAVID P. NORTON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RENAISSANCE SOLUTIONS, INC.
LINCOLN NORTH
55 OLD BEDFORD ROAD
LINCOLN, MASSACHUSETTS 01773
(617) 259-8833
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
COPY TO:
HAL J. LEIBOWITZ, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
<PAGE> 2
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / 333-_______.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / / 333-__________.
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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Proposed Proposed
Title of Each Class of Amount Maximum Maximum
Securities to be Registered to be Offering Price Aggregate Amount of
Registered Per Share(1) Offering Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.0001 par value per share....... 300,000 shares $30.375 $9,112,500 $2,762
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act and based upon the
average of the high and low prices on the Nasdaq National Market on
March 3, 1997.
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
SHALL DETERMINE.
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<PAGE> 3
SUBJECT TO COMPLETION,
DATED March 4, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
300,000 Shares
RENAISSANCE SOLUTIONS, INC.
Common Stock
---------------------
The 300,000 shares of common stock, $.0001 par value (the "Common
Stock"), of Renaissance Solutions, Inc. (the "Company") covered by this
Prospectus are issued and outstanding shares which may be offered and sold, from
time to time, by or on behalf of O. Bruce Gupton, a stockholder of the Company
(the "Selling Stockholder"). The shares of Common Stock covered by this
Prospectus (the "Shares") were issued to the Selling Stockholder on December 31,
1996 in connection with the acquisition by the Company of International Systems
Services Corporation ("ISS"). Pursuant to the terms of a Registration Rights
Agreement between the Company and the Selling Stockholder, the Company has
agreed to register the Shares under the Securities Act of 1933, as amended, and
to use its best efforts to cause the Registration Statement of which the
Prospectus constitutes a part to be declared and remain effective until the
earlier of (i) such time as all of the Shares have been sold by the Selling
Stockholder, or (ii) 30 days following the effective date of the Registration
Statement. The Selling Stockholder has advised the Company that he proposes to
sell, from time to time, all or part of the Shares covered by this Prospectus on
the Nasdaq National Market, in ordinary brokerage transactions, in negotiated
transactions, or otherwise, at market prices prevailing at the time of sale, at
prices related to such market prices or at negotiated prices. See "PLAN OF
DISTRIBUTION."
The Company will not receive any of the proceeds from the sale of
Shares covered by this Prospectus. The Selling Stockholder will bear all
expenses incurred in effecting the registration of such shares, including all
registration and filing fees, "blue sky" fees, printing expenses, all legal fees
of counsel to the Company, and all brokerage or underwriting expenses or
commissions, if any, applicable to the sale of the Shares. The Company and the
Selling Stockholder have agreed to certain indemnification arrangements with
respect to the Offering. See "PLAN OF DISTRIBUTION."
<PAGE> 4
The Company's Common Stock is traded on the Nasdaq National Market
under the symbol "RENS." On March 3, 1997, the closing sale price of the Common
Stock on the Nasdaq National Market was $30.375 per share.
----------------------
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 6.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is March __, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission
pursuant to the informational requirements of the Exchange Act may be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the
Commission's regional offices located at Seven World Trade Center, Suite 1300,
New York, New York 10048, and at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials also may be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, the Company is required
to file electronic versions of these documents through the Commission's
Electronic Data Gathering, Analysis and Retrieval system (EDGAR). The Commission
maintains a World Wide Web site at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The Common Stock of the Company is
traded on the Nasdaq National Market. Reports and other information concerning
the Company may be inspected at the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments, supplements, exhibits and schedules
thereto, the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the shares of Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, as certain items are omitted in accordance
with the rules and regulations of the Commission. For further information
pertaining to the Company and the Shares, reference is made to the Registration
Statement. Statements contained in this Prospectus regarding the contents of any
agreement or other document are not necessarily complete, and in each instance
reference is made to the copy of such agreement or document filed as an exhibit
to the Registration Statement, each such statement being qualified in all
respects by such reference. The Registration Statement, including all exhibits
and schedules thereto, may be inspected without charge at the office of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all
or any part thereof may be obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996 and filed with the Commission
on March 4, 1997;
(ii) The Company's Current Reports on Form 8-K, dated
December 31, 1996 and filed with the Commission on
January 15, 1997, dated February 3, 1997 and filed
with the Commission on February 18, 1997 (as amended
by a Form 8-K/A dated February 3, 1997 and filed with
the Commission on February 21, 1997), dated February
13, 1997 and filed with the Commission on February
28, 1997 and dated February 28, 1997 and filed with
the Commission on February 28, 1997; and
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<PAGE> 6
(iii) The Company's Registration Statement on Form 8-A, as
filed with the Commission on March 27, 1995, as
amended by the Company's Registration Statement
on Form 8-A/A, as filed with the Commission on
April 3, 1995.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the termination of the offering of the Common Stock
registered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). All such requests shall be
directed to: Renaissance Solutions, Inc., Lincoln North, 55 Old Bedford Road,
Lincoln, Massachusetts 01773, Attention: Investor Relations Department,
Telephone: (617) 259-8833.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this Prospectus and in the documents incorporated
herein constitute "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 2B of the Exchange Act. For this purpose, any
statements contained herein or incorporated herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words "believes," "plans," "expects" and similar expressions
are intended to identify forward-looking statements. There are a number of
important factors that could cause the results of the Company to differ
materially from those indicated by such forward-looking statements.
These factors include those set forth in "Risk Factors" herein.
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THE COMPANY
Renaissance Solutions, Inc. ("Renaissance" or the "Company") provides
management consulting and client/server systems integration services, primarily
for large corporations. The Company's offerings fall into three categories,
Strategic Services, Performance Solutions Services and Technology Services, all
of which can incorporate both consulting services and technology implementation.
Strategic Services consist primarily of management consulting services,
and include the Company's Strategic Management Systems practice and its Strategy
Development practice. The Strategic Management Systems practice is designed to
assist senior executives in strategy implementation, and includes management
consulting services using the "Balanced Scorecard" concept described in three
Harvard Business Review articles and in The Balanced Scorecard, a recently
published book, all of which were co-authored by one of the Company's founders,
and the design, development and implementation of software-based executive
information systems. Strategy Development involves working directly with
executive level clients on industry analysis, strategy formulation and strategic
planning for the development and implementation of intermediate and long-range
competitive strategies.
The Company's Performance Solutions Services consist primarily of
consulting services designed to assist companies in the design and
implementation of key business processes. The Company's Performance Solutions
Services Group also assists companies in increasing the efficiency and output of
these processes to maximize corporate performance.
The Company's Technology Services are provided by its Technology
Services Group, and focus on the design, development and implementation of
desktop applications using client/server architecture to support
decision-making, coordination, information sharing and skill development by
knowledge workers. These applications are designed to support both the strategic
management process and key business processes, with an emphasis on product
development, sales, order fulfillment and customer service. The Company believes
that by bridging management consulting and systems integration capabilities it
can help its customers effectively use technology to satisfy their strategic
objectives.
Renaissance is a Delaware corporation. The Company's principal
executive offices are located at Lincoln North, 55 Old Bedford Road, Lincoln,
Massachusetts, and its telephone number is (617) 259-8833. As used herein, the
terms "Renaissance" and the "Company" include Renaissance Solutions, Inc. and
its subsidiaries.
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<PAGE> 8
RISK FACTORS
The Shares of Common Stock offered hereby include a high degree of
risk. The following risk factors should be considered carefully in addition to
the other information included or incorporated by reference in this Prospectus
before purchasing the Shares offered hereby.
Risks Associated with Acquisitions. The Company's strategy includes the
acquisition of businesses, products and technologies that are complementary to
those of the Company. Promising acquisitions are difficult to identify and
complete for a number of reasons, including competition among prospective
buyers. In furtherance of this strategy, in late 1996 and early 1997 the Company
acquired three businesses, International Systems Services Corporation ("ISS"),
Coba Consulting Limited ("COBA-UK") and C.M. Management Systems Ltd. Inc.
("COBA-Boston"). There can be no assurance that the Company will be able to
complete future acquisitions or that the Company will be able to successfully
integrate these and any future acquired businesses, and the failure of the
Company to integrate any acquired businesses could have a material adverse
effect on the Company's business and results of operations. In order to finance
any such future acquisitions, it may be necessary for the Company to raise
additional funds through public or private financings. Any equity or debt
financing, if available at all, may be on terms which are not favorable to the
Company and, in the case of equity financing, may result in dilution to the
Company's stockholders.
Management of Growth. The Company is currently experiencing a period of
rapid growth which has placed and could continue to place a strain on the
Company's financial, management and other resources. From January 1, 1993
through December 31, 1996, the size of the Company's professional staff
increased from 17 to 208 full-time equivalent employees, and further increases
are anticipated. Since January 1, 1993, the Company has expanded geographically
by adding employees based in Atlanta, Georgia; Boston, Massachusetts; Chicago,
Illinois; San Francisco, California; Stamford, Connecticut; Washington D.C.; and
London, England. The Company intends to open additional domestic and
international offices as needed. The Company's ability to manage its staff and
facilities growth effectively will require it to continue to improve its
operational, financial and other internal systems and to train, motivate and
manage its employees. If the Company's management is unable to manage growth
effectively and new employees are unable to achieve anticipated performance
levels, the Company's business and results of operations could be adversely
affected.
Dependence on Gemini. Since 1993 the Company has been a party to a
Teaming Agreement (the "Teaming Agreement") with Gemini Consulting, Inc.
("Gemini") pursuant to which the Company and Gemini have agreed to market and
perform certain service offerings on a collaborative basis. Approximately 44%,
34% and 31% of the Company's revenues in 1994, 1995 and 1996, respectively,
resulted from its relationship with Gemini; approximately 36%, 15% and 21%,
respectively, of revenues were from services and other amounts billable to
Gemini and approximately 8%, 19% and 10%, respectively, of revenues were from
services billable directly to third parties. As a result, the Company's success
is currently dependent in part on the success of Gemini's marketing efforts.
In November 1996, the Company and Gemini entered into a Restated
Teaming Agreement (the "Restated Teaming Agreement"). Gemini has committed to
provide the Company with certain minimum bookings during the term of the
Restated Teaming Agreement, subject to the satisfaction of certain conditions.
In the event that during any of the six month periods during the term of the
Restated Teaming Agreement bookings obtained by Renaissance from Gemini
customers or customers of joint service offerings by Renaissance and Gemini are
less than specified minimum commitment levels, Gemini may retain the services of
Renaissance for a fee equal to the amount of the deficiency. If at the end of
twelve months a bookings deficiency still remains, Gemini is required to make a
compensating payment to Renaissance of 25% of the remaining deficiency in full
satisfaction of the bookings deficiency. Gemini's obligation to provide these
bookings to the Company will terminate in the event that any of Harry M. Lasker,
David A. Lubin or David P. Norton, the founders of the
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<PAGE> 9
Company, ceases to be employed by the Company on a full time basis during the
term of the Restated Teaming Agreement. In such event, the parties have agreed
to negotiate in good faith to establish new commitments for the remainder of the
term of the Restated Teaming Agreement. In addition, the amount of Gemini's
bookings commitment is subject to adjustment as a result of, among other things,
any failure by Renaissance to make available to Gemini such quantities of
marketing and sales resources and such number of staff for joint service
offerings as may from time to time be mutually agreed upon by the parties.
The Company monitors Gemini's progress in meeting its bookings
commitments through regular conference calls and meetings with Gemini
representatives. "Bookings" are generally defined for purposes of the Restated
Teaming Agreement as gross fees (excluding expense reimbursements) committed to
Renaissance as a result of the relationship with Gemini during the applicable
period, as evidenced by a written agreement between the Company and the customer
for the delivery of goods or services within twelve months, plus any such fees
actually collected by the Company during such period which are not evidenced by
a written agreement. Gemini generally is treated as having satisfied its
bookings commitment regardless of whether revenues are recognized by Renaissance
with respect to a particular engagement. For example, under the Restated Teaming
Agreement, 50% of the fees attributable to a cancelled contract count towards
Gemini's bookings commitment if such cancellation is not primarily attributable
to the actions or omissions of Gemini. In accordance with industry practice,
nearly all of the Company's contracts are terminable by either the customer or
the Company on short or no notice and without penalty. In addition, Gemini does
not guarantee the collectibility of any receivables resulting from customer
engagements under the Restated Teaming Agreement.
The Restated Teaming Agreement has a term ending on November 1, 1999.
The Restated Teaming Agreement is subject to earlier termination upon the
occurrence of certain events, including a change in control of the Company (as
defined in the Restated Teaming Agreement). In the event that the Restated
Teaming Agreement is validly terminated by either party prior to its expiration,
Renaissance is required to pay a termination fee to Gemini in an amount
declining from a maximum of $1.6 million in the event of a termination prior to
November 1, 1996 to a minimum of $250,000 in the event of a termination prior to
November 1, 1999. In addition, in such event, various payment obligations
contained in the Restated Teaming Agreement will terminate on the termination
date. While the Company is continuing to build its internal marketing force and
seeking additional strategic alliances, the termination of the Restated Teaming
Agreement could have a material adverse effect on the Company's business and
results of operations.
Under the Restated Teaming Agreement, the Company has agreed to train
Gemini in the use of the Company's Balanced Scorecard, desktop application and
certain other methodologies during the period ending October 31, 1998 and to
perpetually license these methodologies, to the extent developed prior to
November 1, 1998, to Gemini on a non-exclusive basis. As a result, during the
term of the Restated Teaming Agreement Gemini personnel may perform services in
connection with joint service offerings which might otherwise be performed by
Company personnel. In addition, following the termination of the Restated
Teaming Agreement, Gemini will be in a position to compete with the Company
using know-how and methodologies which might otherwise be proprietary to the
Company.
The Company's ability to obtain the benefit of the bookings commitments
under the Restated Teaming Agreement may be affected by Gemini's
creditworthiness. Under the terms of the Restated Teaming Agreement, Gemini is
not required to provide the Company with information regarding Gemini's
financial condition. Based on information made publicly available by an
affiliate of Gemini, the Company believes that Gemini experienced a significant
decline in sales and profits as well as capacity problems in 1995, and that
Gemini's results for the first quarter of 1996 were below its budget for such
quarter.
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<PAGE> 10
In each of the four six month periods ended October 31, 1996, Gemini's
actual bookings were lower than the minimum bookings provided for under the
Teaming Agreement. During the six month period commenced on May 1, 1995 and
ended October 31, 1995, Gemini's bookings commitment (as defined in the Teaming
Agreement) to the Company was $8.25 million. The actual bookings for such
period, net of bookings applied to the prior period deficiency, totalled
approximately $1.9 million. Gemini satisfied the resulting $6.3 million
deficiency in the subsequent six month period through a combination of revenues
generated from client work referred to Renaissance by Gemini, work performed by
Renaissance as a subcontractor for Gemini, work performed by Renaissance
directly for Gemini and the acquisition by Gemini from the Company of certain
Company program designs and related materials. During the six month period
commenced on November 1, 1995 and ended April 30, 1996, Gemini's bookings
commitment to the Company was $7.0 million. The actual bookings for the period,
net of bookings applied to the prior period deficiency, totalled approximately
$1.2 million. Gemini issued to Renaissance a purchase order for the deficiency
of approximately $5.8 million. This purchase order was satisfied by Gemini in
the subsequent six month period through a combination of revenues generated from
client work referred to Renaissance by Gemini of approximately $4.0 million and
a cash payment by Gemini to Renaissance of $750,000 in the third fiscal quarter
of 1996 in satisfaction of the remaining $1.8 million purchase order obligation.
The Company's net income for the third fiscal quarter of 1996 was favorably
affected by this cash payment which was included in revenues and had no
incremental cost associated with it. During the six month period commenced on
May 1, 1996 and ended on October 31, 1996, Gemini's bookings commitment to the
Company was $8.0 million. Approximately $4.1 million in revenues generated from
the $5.2 million in bookings in this six month period were applied to satisfy
the prior period deficiency. Pursuant to the terms of the Restated Teaming
Agreement, Gemini satisfied the resulting bookings deficiency for the period
ending October 31, 1996 with a one-time payment by Gemini to Renaissance of
approximately $1.5 million.
Concentration of Revenues. The Company has in the past derived, and may
in the future derive, a significant portion of its revenues from a relatively
limited number of major projects. In 1994, 1995 and 1996, revenues from services
and other amounts billable to Gemini accounted for approximately 36%, 15% and
21%, respectively, of the Company's total revenues. Revenues from services
billable to Gemini in 1994 include revenues from services provided to CIGNA
Corporation ("CIGNA") by the Company as a subcontractor on behalf of Gemini
pursuant to the Teaming Agreement. These revenues from services provided to
CIGNA accounted for approximately 25% of the Company's total revenues in 1994.
In addition, revenues from services billable to divisions of AT&T Corp. ("AT&T")
and to Mobil Corporation accounted for approximately 8% and 7%, respectively, of
the Company's total revenues in 1994 and revenues from services billable to
divisions of AT&T and to CIGNA accounted for approximately 23% and 8%,
respectively, of the Company's total revenues in 1995. In 1996, revenues from
services billable to operating companies of AT&T accounted for approximately 26%
of the Company's total revenues. The Company anticipates that revenues from
operating companies of AT&T will decrease in the future because several
engagements for this group of clients have been completed. The Company's
revenues and earnings can fluctuate from quarter to quarter based on the number
of customer engagements and the requirements of these engagements. In accordance
with industry practice, nearly all of the Company's contracts are terminable by
either the customer or the Company on short or no notice and without penalty. An
unanticipated termination of a major project could have a material adverse
effect on the Company's business and results of operations.
Variability of Quarterly Operating Results. Variations in the Company's
revenues and operating results occur from quarter to quarter as a result of a
number of factors. Quarterly revenues and operating results can depend on the
size of customer engagements during a quarter, the number of working days in a
quarter and employee utilization rates. The timing of revenues is difficult to
forecast because the Company's sales cycle is relatively long in the case of new
customers and may depend on factors such as the size and scope of assignments
and general economic conditions. Because a high percentage of the Company's
expenses are relatively fixed, a variation in the level of customer
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<PAGE> 11
assignments can cause significant variations in operating results from quarter
to quarter and could result in losses. The Company attempts to manage its
personnel utilization rates by closely monitoring project timetables and
staffing requirements for new projects. While the number of professional staff
may be adjusted to some degree to reflect active projects, the Company must
maintain a sufficient number of senior professionals to oversee existing
customer projects and participate in securing new customer engagements. In
addition, most of the Company's engagements are terminable without customer
penalty. An unanticipated termination of a major project could result in an
increase in underutilized employees and a decrease in revenues and profits or
the incurrence of losses.
Need to Develop New Offerings. The Company's future success will depend
in significant part on its ability to successfully develop and introduce new
service offerings and improved versions of existing service offerings. There can
be no assurance that the Company will be successful in developing, introducing
on a timely basis and marketing such service offerings or that any service
offerings will be accepted in the market. Moreover, services offered by others
may render the Company's services non-competitive or obsolete.
Project Risks. Many of the Company's engagements involve projects which
are critical to the operations of its customers' businesses and which provide
benefits that may be difficult to quantify. The Company's failure or inability
to meet a customer's expectations in the performance of its services could
result in the incurrence by the Company of a financial loss and could damage the
Company's reputation and adversely affect its ability to attract new business.
In addition, an unanticipated difficulty in completing a project could have an
adverse effect on the Company's business and results of operations. Fees for the
Company's engagements typically are based on the project schedule, Renaissance
staffing requirements, the level of customer involvement and the scope of the
project as agreed upon with the customer at the project's inception. The Company
generally seeks to obtain an adjustment in its fees in the event of any
significant change in any of the assumptions upon which the original estimate
was based. However, there can be no assurance that the Company will be
successful in obtaining any such adjustment in the future.
Attraction and Retention of Key Personnel; Dependence on Founders. The
Company's business involves the delivery of professional services and is labor
intensive. The Company's success will depend in large part upon its ability to
attract, retain and motivate highly skilled employees. There is significant
competition for employees with the skills required to perform the services
offered by the Company. Although the Company expects to continue to attract and
retain sufficient numbers of highly skilled employees for the foreseeable
future, there can be no assurance that the Company will be able to do so. The
loss of any of the Company's three founders or other key personnel could have a
material adverse effect on the Company's business and results of operations,
including its ability to attract employees and secure and complete engagements.
Competition. The management consulting and client/server systems
integration markets are subject to rapid change and are highly competitive. The
Company competes with and faces potential competition for customer assignments
and experienced personnel from a number of companies that have significantly
greater financial, technical and marketing resources, generate greater revenues
and have greater name recognition than does the Company. In addition, the
management consulting and client/server systems integration markets are highly
fragmented and served by numerous firms, many of which serve only their
respective local markets. The Company's customers primarily consist of major
corporations, and there are an increasing number of professional services firms
seeking management consulting and client/server systems integration engagements
from that customer base. The Company believes that the principal competitive
factors in the management consulting and client/server systems integration
industries include the nature of the services offered, quality of service,
responsiveness to customer needs, experience, technical expertise and price.
There can be no
-9-
<PAGE> 12
assurance that the Company will continue to compete successfully with its
existing competitors or will be able to compete successfully with any new
competitors.
International Operations. Sales outside North America accounted for
approximately 10% of the Company's revenues in 1996. The Company intends to
expand its presence in European markets and anticipates that international sales
will account for an increasing portion of revenues in the future. International
revenues are subject to a number of risks, including the following: agreements
may be difficult to enforce and receivables difficult to collect through a
foreign country's legal system; foreign customers may have longer payment
cycles; foreign countries could impose additional withholding taxes or otherwise
tax the Company's foreign income, impose tariffs or adopt other restrictions on
foreign trade; fluctuations in exchange rates could affect product demand and
adversely affect the profitability in U.S. dollars of services provided by the
Company in foreign markets where payment for the Company's services is made in
the local currency; U.S. export licenses may be difficult to obtain; and the
protection of intellectual property in foreign countries may be more difficult
to enforce. There can be no assurance that any of these factors will not have a
material adverse effect on the Company's business and results of operations.
Intellectual Property Rights. The Company's success is dependent in
part upon its management consulting and client/server systems integration
methodologies and other intellectual property, some of which is proprietary to
the Company. A significant portion of the Company's management consulting
services are based on the Balanced Scorecard concept described in three Harvard
Business Review articles and in The Balanced Scorecard, a recently published
book, all of which were co-authored by one of the Company's founders. The
Company believes that the Balanced Scorecard name is in the public domain. As a
result, third parties may provide services using the Balanced Scorecard name
which are competitive with the services offered by the Company.
The Company relies upon a combination of trade secret, nondisclosure
and other contractual arrangements, and copyright and trademark laws to protect
its proprietary rights. The Company presently holds no patents or registered
copyrights or trademarks. The Company generally enters into confidentiality
agreements with its employees, consultants, customers and potential customers
and limits distribution of its proprietary information. There can be no
assurance that the steps taken by the Company in this regard will be adequate to
deter misappropriation of its proprietary information or that the Company will
be able to detect unauthorized use and take appropriate steps to enforce its
intellectual property rights. Although the Company believes that its services
and products do not infringe on the intellectual property rights of others,
there can be no assurance that such a claim will not be asserted against the
Company in the future.
Antitakeover Provisions. The Company's Amended and Restated Certificate
of Incorporation (the "Restated Certificate of Incorporation") requires that any
action required or permitted to be taken by stockholders of the Company must be
effected at a duly called annual or special meeting of stockholders and may not
be effected by any consent in writing, and the Company's Amended and Restated
By-laws (the "Restated By-laws") require reasonable advance notice by a
stockholder of a proposal or director nomination which such stockholder desires
to present at any annual or special meeting of stockholders. Special meetings of
stockholders may be called only by a Chairman, the Chief Executive Officer or,
if none, the President of the Company or by the Board of Directors. The Restated
Certificate of Incorporation provides for a classified Board of Directors, and
members of the Board of Directors may be removed only for cause upon the
affirmative vote of holders of at least two-thirds of the shares of capital
stock of the Company entitled to vote. The affirmative vote of the holders of
75% of the shares of capital stock of the Company issued and outstanding and
entitled to vote is required to amend or repeal these provisions. In addition,
the Board of Directors has the authority, without further action by the
stockholders, to fix the rights and preferences of, and issue shares of,
Preferred Stock. These provisions, as well as other provisions of the Restated
Certificate of Incorporation and the
-10-
<PAGE> 13
Restated By-laws, may have the effect of deterring hostile takeovers or
delaying or preventing changes in control or management of the Company,
including transactions in which stockholders might otherwise receive a premium
for their shares over then current market prices. In addition, these provisions
may limit the ability of stockholders to approve transactions that they may deem
to be in their best interests.
Registration Rights. Certain stockholders of the Company (the
"Rightsholders") are entitled to certain piggyback and demand registration
rights with respect to their shares of Common Stock. The three founders of the
Company and certain of their affiliates hold such rights with respect to
2,549,857 shares of Common Stock. Mr. Gupton, the Selling Stockholder in the
Offering, is entitled to demand registration rights with respect to an
additional 200,000 shares of Common Stock after December 31, 1997 and piggyback
registration rights with respect to 1,010,000 (after giving effect to the sale
of all of the Shares offered hereby). In addition, the former shareholders of
COBA-Boston are entitled to demand registration rights and piggyback
registration rights with respect to a portion of the shares of Common Stock
which may be issued to them pursuant to the terms of an earn-out arrangement.
See "RECENT EVENTS." By exercising their registration rights, the Rightsholders
could cause a large number of shares to be registered and sold in the public
market. Sales pursuant to registration rights may have an adverse effect on the
market price for the Common Stock and could impair the Company's ability to
raise capital through an offering of its equity securities.
RECENT EVENTS
On December 31, 1996 the Company acquired all of the outstanding
capital stock of ISS in exchange for 1,310,000 shares of Common Stock of the
Company (the "ISS Acquisition"). ISS provides business planning, process design,
change management and system integration services to Fortune 500 companies. The
ISS Acquisition was accounted for as a pooling of interests.
ISS provides business planning, process design, change management and
system integration services to Fortune 500 companies. The Company believes that
ISS' service offerings complement the capabilities of the Renaissance's
Performance Solutions Services Group and its Technology Services Group. The ISS
Acquisition also provided the Company with additional experience in process
design, new skills in the area of information technology processes and 25
additional project managers. In addition, the ISS Acquisition expanded the
Company's skill base for system specification prototyping and development.
On February 3, 1997 the Company acquired all of the ordinary shares
(the "COBA-UK Common Stock") of COBA-UK for the sum of approximately $11,900,000
and the issuance of 163,160 shares of Common Stock of the Company. In connection
with this transaction, the Company entered into an option agreement (the "Option
Agreement") with COBA-UK and the holders of the deferred convertible non-voting
stock of COBA-UK (the "Deferred Stock") pursuant to which the holders of the
Deferred Stock granted the Company an option to acquire all of the Deferred
Stock in 1998 and 1999. The Company will acquire the Deferred Stock in 1998 and
1999 at a purchase price to be determined based on the financial performance of
COBA-UK in 1997 and 1998. The maximum possible purchase price for the Deferred
Stock under the Option Agreement is $12,600,000, part of which may be paid by
the issuance of shares of Common Stock of the Company.
COBA-UK provides strategy formulation, research and analysis and
strategy implementation services. The Company believes that the COBA-UK
acquisition expanded its Strategic Services practice and enlarged its customer
base in the United Kingdom. A majority of COBA-UK revenues in 1996 were derived
from clients in four of the Company's key sectors -- computing and
communications, financial services, insurance, oil, gas and utilities and retail
and diversified sectors.
-11-
<PAGE> 14
The Company intends to integrate these services offerings within its Strategic
Services Group.
On February 13, 1997 the Company acquired all of the outstanding
capital stock of COBA-Boston for an aggregate purchase price of $9,250,000 and
an earn-out of cash (or, in the Company's discretion, cash and stock) based on
COBA-Boston's 1997 and 1998 performance.
Services offered by COBA-Boston include strategy formulation, market
and competitor assessment, strategy implementation and enterprise
transformation. A majority of the COBA-Boston customers in 1996 were in the
computing and communications industry in the United States and Canada.
Prior to their acquisition by Renaissance, both COBA-UK and COBA-Boston
were parties to a joint marketing arrangement with a network of consulting firms
in Europe and Asia (the "COBA Network"). No stockholder, director or officer of
COBA-UK was also a stockholder, director or officer of COBA-Boston. Renaissance
anticipates that both COBA-UK and COBA-Boston will continue to participate in
the COBA Network as subsidiaries of the Company.
-12-
<PAGE> 15
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
by the Selling Stockholder.
THE SELLING STOCKHOLDER
The Selling Stockholder acquired the Shares from the Company in
connection with the Company's acquisition of all of the outstanding stock of
ISS. The ISS Acquisition was consummated on December 31, 1996. The Selling
Stockholder received a total of 1,310,000 shares of Common Stock (including the
Shares) from the Company in exchange for all of the outstanding shares of ISS.
The following table sets forth the name and the number of shares of
Common Stock beneficially owned by the Selling Stockholder as of the date of
this Prospectus, the number of the shares to be offered by the Selling
Stockholder and the number and percentage of shares to be owned beneficially by
the Selling Stockholder if all of the shares offered hereby by the Selling
Stockholder are sold as described herein.
<TABLE>
<CAPTION>
Percentage of
Number of Shares Number of Shares Shares of
of Common Stock Number of Shares of Common Stock Common
Name of Beneficially Owned of Common Stock Beneficially Owned Stock Owned
Selling Stockholder Prior to Offering Offered Hereby After Offering(1) After Offering
- ------------------- ----------------- -------------- ----------------- --------------
<S> <C> <C> <C> <C>
O. Bruce Gupton 1,310,000 300,000 1,010,000 10.7%
</TABLE>
- -----------------------
(1) The number of shares beneficially owned is determined under rules
promulgated by the Securities and Exchange Commission, and the information
is not necessarily indicative of beneficial ownership for any other
purpose. Under such rules, beneficial ownership includes any shares as to
which the individual has sole or shared voting power or investment power
and also any shares which the individual has the right to acquire within
60 days after March 4, 1997 through the exercise of any stock option or
other right. The inclusion herein of such shares, however, does not
constitute an admission that the Selling Stockholder is a direct or
indirect beneficial owner of such shares. The Selling Stockholder has sole
voting power and investment power with respect to all shares of capital
stock listed as owned by the Selling Stockholder.
-13-
<PAGE> 16
PLAN OF DISTRIBUTION
The Selling Stockholder has advised the Company that the Shares covered
hereby may be offered and sold in private or public transactions, in
transactions involving principals, in transactions involving brokers, or by any
other lawful methods. Sales through brokers may be made by any method of trading
authorized by any stock exchange on which the Shares may be listed, including
block trading in negotiated transactions. Without limiting the foregoing, such
brokers may act as dealers by purchasing any or all of the Shares covered by
this Prospectus, either as agents for others or as principals for their own
accounts, and reselling such Shares pursuant to this Prospectus. Sales of Shares
are, in general, expected to be made at the market price prevailing at the time
of each such sale; however, prices in negotiated transactions may differ
considerably. The Selling Stockholder has advised the Company that he does not
anticipate paying any consideration other than usual and customary broker's
commissions in connection with sales of the Shares. The Selling Stockholder is
acting independently of the Company in making decisions with respect to the
timing, manner and size of each sale.
In offering the Shares covered by this Prospectus, the Selling
Stockholder and any broker-dealers who execute sales for such Selling
Stockholder may be considered to be "underwriters" within the meaning of the
Securities Act, and any profits realized by the Selling Stockholder and the
compensation of such broker-dealers may be deemed to be underwriting discounts
and commissions.
The Company has agreed to indemnify in certain circumstances the
Selling Stockholder and any underwriter and certain control and other persons
related to the foregoing persons against certain liabilities, including
liabilities under the Securities Act. The Selling Stockholder has agreed to
indemnify in certain circumstances the Company and certain related persons
against certain liabilities, including liabilities under the Securities Act.
The Company has agreed with the Selling Stockholder to keep the
Registration Statement of which this Prospectus constitutes a part effective
until the earlier of (i) such time as all of the Shares have been sold by the
Selling Stockholder, or (ii) 30 days following the effective date of the
Registration Statement. The Company intends to de-register any of the Shares not
sold by the Selling Stockholder as the end of such period.
-14-
<PAGE> 17
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for the
Company by Hale and Dorr LLP, a limited liability partnership including
professional corporations, 60 State Street, Boston, Massachusetts 02109.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1995 and 1996 and for each of the three years in the period ended December 31,
1996 incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference (which report expresses an
unqualified opinion and includes an explanatory paragraph relating to the
accounting for an acquisition as of pooling-of-interests), and have been so
incorporated by reference in reliance upon such firm given upon their authority
as experts in accounting and auditing.
-15-
<PAGE> 18
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION OF AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY DATE HEREOF.
---------------
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
----
<S> <C>
Available Information............... 3
Incorporation of Certain Documents
By Reference..................... 3
Special Note Regarding Forward-
Looking Information.............. 4
The Company......................... 5
Risk Factors........................ 6
Recent Events....................... 11
Use of Proceeds..................... 13
The Selling Stockholder............. 13
Plan of Distribution................ 14
Legal Matters....................... 15
Experts............................. 15
</TABLE>
RENAISSANCE SOLUTIONS, INC.
300,000 SHARES
COMMON STOCK
--------------
PROSPECTUS
--------------
, 1997
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be incurred
in connection with the sale and distribution of the securities being registered
hereby, all of which will be borne by the Selling Stockholder. All amounts
shown are estimates except the Securities and Exchange Commission registration
fee.
Filing Fee - Securities and Exchange $ 2,762
Commission
Legal fees and expenses of the 15,000
Company
Accounting fees and expenses 20,000
Blue Sky fees and expenses --
Printing expenses --
Miscellaneous expenses 7,238
-------
Total Expenses $45,000
=======
II-1
<PAGE> 20
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Restated Certificate of Incorporation") provides that no
director of the Registrant shall be personally liable for any monetary damages
for any breach of fiduciary duty as a director, except to the extent that the
Delaware General Corporation Law prohibits the elimination or limitation of
liability of directors for breach of fiduciary duty.
Article NINTH of the Registrant's Restated Certificate of Incorporation
provides that a director or officer of the Registrant (a) shall be indemnified
by the Registrant against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred in connection with any litigation
or other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses.
Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.
Article NINTH of the Registrant's Restated Certificate of Incorporation
further provides that the indemnification provided therein is not exclusive, and
provides that in the event that the Delaware General Corporation Law is amended
to expand the indemnification permitted to directors or officers the Registrant
must indemnify those persons to the fullest extent permitted by such law as so
amended.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
The Company maintains a general liability insurance policy which covers
certain liabilities of directors and officers of the Company arising out of
claims based on acts or omissions in their capacities as directors or officers.
II-2
<PAGE> 21
ITEM 16. LIST OF EXHIBITS.
5 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP, included in Exhibit 5 filed herewith.
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (See page II-5 of this Registration Statement).
- ------------------
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any derivation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the Registration Statement;
and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new
II-3
<PAGE> 22
registration statement relating to the securities offered therein and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the indemnification provisions described herein, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-4
<PAGE> 23
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-3 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 4th
day of March, 1997.
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 Harry M. Lasker, David A. Lubin, David P.
Norton, David E. Redlick and Hal J. Leibowitz, and each of them singly, our true
and lawful attorneys with full power to any of them, and to each of them singly,
to sign for us and in our names in the capacities indicated below the
Registration Statement on Form S-3 filed herewith and any and all pre-effective
and post-effective 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 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.
II-5
<PAGE> 24
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ David P. Norton President, Chief Executive Officer March 4, 1997
- -------------------------- and Director (Principal Executive
David P. Norton Officer)
/s/ George A. McMillan Vice President, Chief Financial March 4, 1997
- -------------------------- Officer, and Chief Operating
George A. McMillan Officer (Principal Financial and
Accounting Officer)
/s/ Harry M. Lasker Director March 4, 1997
- --------------------------
Harry M. Lasker
/s/ David A. Lubin Director March 4, 1997
- ---------------------------
David A. Lubin
/s/ Robert S. Kaplan Director March 4, 1997
- ----------------------------
Robert S. Kaplan
/s/ John F. Rockart Director March 4, 1997
- ----------------------------
John F. Rockart
/s/ O. Bruce Gupton Director March 4, 1997
- ----------------------------
O. Bruce Gupton
</TABLE>
II-6
<PAGE> 1
EXHIBIT 5
HALE AND DORR LLP
60 State Street
Boston, MA 02109
March 4, 1997
Renaissance Solutions, Inc.
Lincoln North
55 Old Bedford Road
Lincoln, MA 01773
Ladies and Gentlemen:
We have assisted in the preparation of the Registration Statement on Form
S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration for resale by O. Bruce Gupton of
300,000 shares of common stock, $0.0001 par value per share (the "Shares"), of
Renaissance Solutions, Inc., a Delaware corporation (the "Company").
We have examined the Restated Certificate of Incorporation and the Amended
and Restated By-Laws of the Company and all amendments thereto and have examined
and relied on the originals, or copies certified to our satisfaction, of such
records of meetings, written actions in lieu of meetings, or resolutions adopted
at meetings, of the directors and stockholders of the Company, all as provided
to us by the Company, and such other documents and instruments as in our
judgment are necessary or appropriate to enable us to render the opinions
expressed below.
In our examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, (ii) the conformity to the originals of all documents submitted
to us as certified or photostatic copies, (iii) the authenticity of the
originals of the latter document, and (iv) the legal competence of all
signatures to such documents.
We express no opinion herein as to the laws of any stock or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the Delaware
General Corporation Law statute and the federal laws of the United States of
America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
non-assessable.
It is our understanding that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Renaissance Solutions, Inc. on Form S-3 of our report dated February 28, 1997
(which expresses an unqualified opinion and includes an explanatory
paragraph relating to the accounting for an acquisition as a
pooling-of-interests) appearing in the Annual Report on Form 10-K of Renaissance
Solutions, Inc. for the year ended December 31, 1996 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
Deloitte & Touche LLP
Boston, Massachusetts
March 4, 1997
