SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 10, 2001
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RENAISSANCE WORLDWIDE, INC.
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(Exact name of registrant as specified in charter)
MASSACHUSETTS 0-28192 04-2920563
(State or other jurisdiction (Commission File Number) (I.R.S.Employer
of incorporation) Identification No.)
52 Second Avenue, Waltham, MA 02451
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 290-3000
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ITEM 5. OTHER EVENTS
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On October 5, 2001, Renaissance Worldwide, Inc. ("Renaissance") entered
into an Agreement and Plan of Merger with Aquent, Inc., a Massachusetts
corporation ("Aquent"), and JetElectro Acquisition Corp., a Massachusetts
corporation ("Sub"), pursuant to which Sub will be merged with and into
Renaissance ("Merger") and each share of Renaissance common stock, no par value
per share, of the Company outstanding at the effective time of the Merger will
be converted into the right to receive $2.00 in cash.
Aquent intends to finance the Merger through the use of cash currently held
by Renaissance and Aquent and cash to be provided under a credit facility to be
established by the CIT Group/Business Credit, and, if necessary, from the
issuance of securities of Aquent pursuant to commitments from existing
stockholders of Aquent and their family members.
Aquent has received and accepted a commitment letter to finance the Merger
from the CIT Group/Business Credit. In response to requests from investors,
Renaissance is furnishing the following summary of the closing conditions
included in the financing commitment that Aquent, Inc. has received from CIT
Group/Business Credit:
1. Execution and delivery of appropriate legal documentation that must be
satisfactory in form substance to Aquent and the lender.
2. An updated examination of the books and records of Aquent and
Renaissance to update collateral activity and availability since July 31, 2001.
3. The absence of any material adverse change in the financial condition,
business, assets or operations of Renaissance.
4. The absence of the occurrence of any event (other than relating to
historical or projected financial performance of Aquent) resulting in the
lender's reasonable expectation that Aquent would be unable to perform in any
material respect its obligations under the proposed line of credit.
5. Any waiver by Aquent of the closing condition relating to the absence of
injunctions or restraints included in the Merger Agreement.
6. Aquent achieving (i) gross revenues for the seven-month period ending
with the last full calendar month prior to the closing of the Merger for which
financial statements of Aquent are reasonably available of not less than
approximately $70.39 million and (ii) a net worth as of the last day of the last
full calendar month prior to the closing of the Merger for which financial
statements of Aquent are reasonably available of not less than approximately
$25.35 million.
7. The lender's receipt of a twelve-month cash budget projection.
8. An opinion of counsel on federal and state securities laws and antitrust
compliance.
9. The lender's review, and satisfaction with, the executed Merger
Agreement and the structure of the proposed transaction.
In addition to the CIT Group/Business Credit commitment, Aquent has
received commitments from certain of its existing stockholders and their family
members to invest up to $4 million in securities of Aquent if needed to satisfy
conditions to the closing of the financing. Aquent also expects to seek
additional financing from other sources in order to provide it with greater
flexibility in financing the Merger.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RENAISSANCE WORLDWIDE, INC.
By: /s/ Joseph P. Fargnoli
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Name: Joseph P. Fargnoli
Title: Chief Financial Officer, Treasurer
and Clerk
Date: October 10, 2001