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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._)*
The Registry, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
75913U 10 1
(CUSIP Number)
David P. Norton, Renaissance Solutions, Inc.,
55 Old Bedford Road, Lincoln, MA 01773
(617) 259-8833
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 19, 1997
(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 [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 75913U 10 1 PAGE 2 OF 12 PAGES
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<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Renaissance Solutions, Inc.
04-3150009
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Inapplicable
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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
United States
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NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
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BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY 6,997,560
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9 SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
-0-
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,997,560
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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)
49.5%
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14 TYPE OF REPORTING PERSON
CO
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</TABLE>
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PAGE 3 OF 12 PAGES
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, no par value per share (the
"Common Stock") of The Registry, Inc., a Massachusetts corporation (the
"Issuer").
The principal executive offices of the Issuer are located at 189 Wells Avenue,
Newton, Massachusetts 02159.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2(a) (b) and (c)
This statement is filed by Renaissance Solutions, Inc., a Delaware
corporation ("Renaissance"). The principal business of Renaissance is providing
management consulting and client/server systems integration services. Its
principal business address and the location of its principal offices is 55 Old
Bedford Road, Lincoln, Massachusetts 01773.
The name, business address and present principal occupation (including the
name, principal business and address of the corporation or other organization in
which such employment is conducted) of each executive officer and director of
Renaissance is set forth in Schedule A to this Schedule 13D and is specifically
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incorporated herein by reference.
Renaissance and the persons listed on Schedule A hereto are collectively
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referred to herein as the "Reporting Persons."
Item 2(d) and (e)
During the last five years neither Renaissance nor, to the best of the
knowledge of Renaissance, any of the persons listed on Schedule A hereto has
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been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to any civil proceedings resulting in
a judgment, decree or final order relating to securities laws or finding any
violation with respect to such laws.
Item 2(f)
Each of the persons named on Schedule A hereto is a citizen of the United
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States.
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PAGE 4 OF 12 PAGES
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement on Schedule 13D relates to a proxy to vote shares of the
Common Stock held by G. Drew Conway, which proxy Mr. Conway has granted to
Renaissance in connection with the Merger (as defined in Item 4). No monetary
consideration was paid by Renaissance to Mr. Conway or to the Issuer for such
proxy.
ITEM 4. PURPOSE OF THE TRANSACTION.
On May 19, 1997, Renaissance, the Issuer and Rain Acquisition Corp., a
wholly-owned subsidiary of the Issuer (the "Merger Sub"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which the
parties agreed that subject to the terms and conditions set forth in the Merger
Agreement (including approval by the stockholders of Renaissance and the Issuer
and by various regulatory agencies), Renaissance shall be merged with and into
the Merger Sub (the "Merger"), the separate corporate existence of the Merger
Sub shall cease and Renaissance shall continue as the surviving corporation.
Reference is hereby made to the Merger Agreement, which is included as Exhibit
2.1 to the Current Report on Form 8-K, dated as of May 19, 1997, File No.
000-28192, filed by the Issuer with the Securities and Exchange Commission (the
"Issuer 8-K"), for the full text of the terms of the Merger Agreement, including
the conditions to consummation of the Merger. Subject to the satisfaction or
waiver of the conditions set forth in Article VI of the Merger Agreement, at the
Effective Time (as defined in the Merger Agreement), each share of common stock
of Renaissance issued and outstanding prior to the Effective Time shall be
converted into the right to receive .80 shares of Common Stock.
In connection with the Merger Agreement, and as an inducement to
Renaissance to enter into the Merger Agreement, G. Drew Conway, the President
and principal stockholder of the Issuer, pursuant to a Parent Voting Agreement,
dated as of May 19, 1997, between Mr. Conway and Renaissance (the "Voting
Agreement"), (i) agreed to vote or cause to be voted the shares of Common Stock
held by him as of the date of the Voting Agreement and any other securities of
the Issuer acquired after the date of the Voting Agreements (the "Issuer Subject
Shares") in favor of the issuance of shares of Common Stock in connection with
the Merger at every meeting of the stockholders of the Issuer with respect to
the foregoing, and (ii) granted to and appointed Renaissance and the President
and the Treasurer of Renaissance, in their respective capacities as officers of
Renaissance, and any individual who shall succeed to any such office of
Renaissance, and any other designee of Renaissance, and each of them
individually, Mr. Conway's proxy and attorney-in-fact (with full power of
substitution) to vote or act by written consent with respect to the Issuer
Subject Shares, solely with respect to the approval of the issuance of shares of
Common Stock
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PAGE 5 OF 12 PAGES
in connection with the Merger. Reference is hereby made to the Voting Agreement,
which is included as Exhibit 10.3 to the Issuer 8-K, for the full text of its
terms.
In addition, in connection with the Merger Agreement, and as an inducement
to the Issuer to enter into the Merger Agreement, each of the persons listed on
Schedule B hereto, pursuant to Stockholder Agreements, dated as of May 19, 1997,
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between the Issuer and each of such persons (the "Stockholder Agreements"), (i)
agreed to vote or cause to be voted the shares of common stock of Renaissance
set forth opposite such person's name on Schedule B hereto and any other
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securities of Renaissance acquired after the date of the Stockholder
Agreements (the "Renaissance Subject Shares") in favor of the Merger, the
adoption of the Merger Agreement and the approval of the terms thereof, at every
meeting of the stockholders and on every action or approval by written consent
of the stockholders of Renaissance with respect to the foregoing, and (ii)
granted to and appointed the Merger Sub and the President and the Treasurer of
the Merger Sub, in their respective capacities as officers of the Merger Sub,
and any individual who shall succeed to any such office of the Merger Sub, and
any other designee of the Merger Sub, and each of them individually, such
respective person listed on Schedule B hereto's proxy and attorney-in-fact
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(with full power of substitution) to vote or act by written consent with respect
to the Renaissance Subject Shares, solely with respect to the approval of the
Merger, the adoption of the Merger Agreement and the approval of the terms
thereof. Reference is hereby made to the Stockholder Agreements, which are
included as Exhibit 10.1 to the Issuer 8-K, for the full text of their terms.
Pursuant to the Voting Agreement and Stockholder Agreements, Mr. Conway and
the persons listed on Schedule B hereto, respectively, agreed not to directly,
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or indirectly (i) offer for sale, sell, transfer, tender, pledge, encumber,
assign or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to or consent to the offer for sale,
sale, transfer, tender, pledge, encumbrance, assignment or other disposition of,
any or all of the Issuer Subject Shares or Renaissance Subject Shares,
respectively; (ii) except as contemplated by the Voting Agreement or Stockholder
Agreements, respectively, grant any proxies or powers of attorney, deposit any
Issuer Subject Shares or Renaissance Subject Shares, respectively, into a voting
trust or enter into a voting agreement with respect to any such shares; or (iii)
take any action that would make any representation or warranty contained in the
Voting Agreement or Stockholder Agreements, respectively, untrue or incorrect or
have the effect of preventing or disabling Mr. Conway or the persons listed on
Schedule B hereto, respectively, from performing his obligations under the
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Voting Agreement or Stockholder Agreements, respectively.
Unless the Merger shall have been consummated, the Voting Agreement and the
Stockholder Agreements shall terminate upon the earliest to occur of (i) the
termination of the Merger Agreement pursuant to Section 7.1 thereof, or (ii)
December 31, 1997.
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PAGE 6 OF 12 PAGES
Pursuant to the Merger Agreement, subject to consummation of the Merger,
the Issuer agreed that it shall take such action as is necessary to cause David
A. Lubin, the Co-chairman and Treasurer of Renaissance, to be elected to serve
as a Class III director of the Issuer at the Issuer's next annual meeting of
stockholders.
Other than as described above, Renaissance has no plans or proposals which
relate to, or may result in, any of the matters listed in paragraphs (a) through
(j) of Item 4 of Schedule 13D (although Renaissance reserves the right to
develop such plans).
The descriptions herein of the Merger Agreement, the Voting Agreement and
the Stockholder Agreements are qualified in their entirety by reference to such
agreements.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the Voting Agreement, the Reporting Persons may be deemed to
be the beneficial owner of 6,997,560 shares of Common Stock, which would
represent approximately 49.5% of the shares of Common Stock outstanding (based
on the 14,123,678 shares of Common Stock issued and outstanding on May 2, 1997
as set forth in the Issuer's Report on Form 10-Q for the period ended March 29,
1997, filed with the Commission by the Issuer on May 13, 1997). Renaissance
shares voting power with respect to such shares on a limited basis as described
in Item 4 with Mr. Conway. Mr. Conway is the President of the Issuer, a provider
of information technology consultants on a contract basis to organizations with
complex information technology operations, and his principal business address is
189 Wells Avenue, Newton, Massachusetts 02159. To the best of the knowledge of
Renaissance, Mr. Conway has not been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) and has not been a party
to any civil proceedings resulting in a judgment, decree or final order relating
to securities laws or finding any violation with respect to such laws.
Nothing herein shall be deemed to be an admission by Renaissance as to the
beneficial ownership of any of the Issuer Subject Shares, and Renaissance
disclaims beneficial ownership of all of the Issuer Subject Shares.
Except as described herein, none of the Reporting Persons has effected any
transactions in the Common Stock in the last 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except for the Voting Agreement, the Stockholder Agreements and the Merger
Agreement, none of the Reporting Persons has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to
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any securities of the Issuer, including, but not limited to, transfers or voting
of any securities, finders fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
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1 * Agreement and Plan of Merger, dated as of May 19, 1997,
among The Registry, Inc., Rain Acquisition Corp. and
Renaissance Solutions, Inc.
2 ** Parent Voting Agreement, dated as of May 19, 1997, between
Renaissance Solutions, Inc. and G. Drew Conway.
3 *** Stockholder Agreements, dated as of May 19, 1997,
between The Registry Inc. and certain stockholders of
Renaissance Solutions, Inc.
_______________________
* Incorporated by reference to Exhibit 2.1 to the Report on Form 8-K, dated
May 19, 1997 (File No. 000-28192) filed with the Securities and Exchange
Commission by The Registry, Inc. (the "Issuer 8-K").
** Incorporated by reference to Exhibit 10.3 to the Issuer 8-K.
*** Incorporated by reference to Exhibit 10.1 to the Issuer 8-K
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PAGE 8 OF 12 PAGES
Signature
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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.
RENAISSANCE SOLUTIONS, INC.
Dated as of May 27, 1997 By:/s/ William T. Jenkins
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William T. Jenkins
Vice President and
Chief Financial Officer
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PAGE 9 OF 12 PAGES
SCHEDULE A
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<TABLE>
<CAPTION>
Principal Occupation
or Employment and
Names of Directors (where applicable)
and Executive Officers Principal Business Business Address
- ---------------------- -------------------- ----------------------------
<S> <C> <C>
David P. Norton President and Chief 55 Old Bedford Road
Executive Officer Executive Officer Lincoln, MA 01773
and Director Renaissance Solutions, Inc.
Harry M. Lasker Co-Chairman and Secretary 55 Old Bedford Road
Executive Officer Renaissance Solutions, Inc. Lincoln, MA 01773
and Director
David A. Lubin Co-Chairman and Treasurer 55 Old Bedford Road
Executive Officer Renaissance Solutions, Inc. Lincoln, MA 01773
and Director
O. Bruce Gupton Executive Vice President 55 Old Bedford Road
Executive Officer Renaissance Solutions, Inc. Lincoln, MA 01773
and Director
William T. Jenkins Vice President, Chief 55 Old Bedford Road
Executive Officer Financial Officer Lincoln, MA 01773
Renaissance Solutions, Inc.
Richard Peel Managing Director 40 Holborn Viaduct
Executive Officer COBA Consulting Limited London, EC1N 2PB, England
(a subsidiary of Renaissance
engaged in the same
principal business as
Renaissance)
</TABLE>
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PAGE 10 OF 12 PAGES
<TABLE>
<CAPTION>
<S> <C> <C>
Mark R. Bruneau President 150 Federal Street
Executive Officer C.M. Management 14th Floor
Systems Ltd., Inc. (a Boston, MA 02110
subsidiary of Renaissance
engaged in the same
principal business as
Renaissance)
Robert S. Kaplan Marvin Bower Professor of Morgan 421
Director Leadership Development Soldiers Field Road
Harvard Business School Boston, MA 02163
John F. Rockart Senior Lecturer at the Center One Amherst Street
Director for Information Systems Building E-40; Office 187
Massachusetts Institute of Cambridge, MA 02139
Technology Sloan School
of Management
</TABLE>
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PAGE 11 OF 12 PAGES
SCHEDULE B
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<TABLE>
<CAPTION>
Name No. of Shares
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<S> <C>
O. Bruce Gupton 1,010,000
David P. Norton(1) 850,786
David A. Lubin(2) 848,286
Harry M. Lasker(3) 850,785
</TABLE>
(1) The shares listed are beneficially owned by and the Stockholder Agreement
was executed by Melissa E. Norton, the wife of David P. Norton.
(2) Includes shares held by The David A. Lubin Children's Trust and The Pine
Point Foundation, each of which entities also executed a Stockholder
Agreement.
(3) Includes shares held by the Harry M. Lasker Children's Trust and The Red
Farm Charitable Trust, each of which entities also executed a Stockholder
Agreement.
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PAGE 12 OF 12 PAGES
EXHIBIT INDEX
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Exhibit No. Description
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1 * Agreement and Plan of Merger, dated as of May 19, 1997, among
The Registry, Inc., Rain Acquisition Corp. and Renaissance
Solutions, Inc.
2 ** Parent Voting Agreement, dated as of May 19, 1997, between
Drew Conway and Renaissance.
3 *** Stockholder Agreements, dated as of May 19, 1997, between The
Registry Inc. and certain stockholders of Renaissance
Solutions, Inc.
_______________________
* Incorporated by reference to Exhibit 2.1 to the Report on Form 8-K, dated
May 19, 1997 (File No. 000-28192) filed with the Securities and Exchange
Commission by The Registry, Inc. (the "Issuer 8-K").
** Incorporated by reference to Exhibit 10.3 to the Issuer 8-K.
*** Incorporated by reference to Exhibit 10.1 to the Issuer 8-K.
