As filed with the Securities and Exchange Commission on December 7, 2001
Registration No. 333-68566
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 ON FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
KEANE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-243-7166
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
TEN CITY SQUARE
BOSTON, MASSACHUSETTS 02129
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(Address of Principal Executive Offices) (Zip Code)
METRO INFORMATION SERVICES, INC.
AMENDED AND RESTATED 1997 STOCK OPTION PLAN
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(Full Title of the Plan)
BRIAN T. KEANE
KEANE, INC.
TEN CITY SQUARE
BOSTON, MA 02129
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(Name and Address of Agent For Service)
(617) 241-9200
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered Registered(1) Per Share Price Fee(2)
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Common Stock,
$0.10 par value 557,798 shares N/A N/A $0
per share
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(1) This Post-Effective Amendment No. 1 to Form S-4 on Form S-8 covers up to
557,798 shares of Common Stock of Keane, Inc. ("Keane") subject to
options assumed by Keane and reserved for issuance pursuant to the terms of
an Agreement and Plan of Merger (the "Merger Agreement"), dated as of
August 20, 2001, by and among Keane, Veritas Acquisition Corp., a wholly
owned subsidiary of Keane ("Veritas"), and Metro Information Services, Inc.
("Metro"). Under the terms of the Merger Agreement, Veritas merged (the
"Merger") with and into Metro with Metro continuing as a wholly owned
subsidiary of Keane. Pursuant to the terms of the Merger Agreement, Keane
assumed all of the options issued and outstanding under the Metro
Information Services, Inc. Amended and Restated 1997 Stock Option Plan (the
"Metro Stock Plan").
(2) Keane previously paid $32,231 upon the initial filing of the Registration
Statement on Form S-4 (File No. 333-68566) to register 8,057,500 shares of
Common Stock issuable to shareholders of Metro, including the 557,798
shares of Common Stock which may be issued pursuant to the Metro Stock
Plan. Therefore, no additional fee is required in connection with this
filing.
INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
Keane, Inc. ("Keane") hereby amends its Registration Statement on Form S-4
(File No. 333-68566) (the "Registration Statement") by filing this Post-
Effective Amendment No. 1 to Form S-4 on Form S-8 (the "Post-Effective
Amendment") relating to 557,798 shares of common stock, par value $0.10 per
share (the "Common Stock"), of Keane to be issued upon the exercise of options
granted under the Metro Information Services, Inc. Amended and Restated 1997
Stock Option Plan (the "Metro Stock Plan"). The designation of the Post-
Effective Amendment as Amendment No. 1 to the Registration Statement denotes
that the Post-Effective Amendment relates only to the shares of Common Stock
issuable upon the exercise of stock options under the Metro Stock Plan. The
Post-Effective Amendment is being filed on Form S-8 pursuant to the provisions
of Rule 401(e) promulgated under the Securities Act of 1933 and the procedures
described therein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information required by Item 1 is included in documents sent or given
to participants in the plan covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The written statement required by Item 2 is included in documents sent or
given to participants in the plan covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The following
documents, which are on file with the Commission, are incorporated in this
registration statement by reference:
(a) The registrant's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements
for the registrant's latest fiscal year for which such statements have been
filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the document referred to in
(a) above.
(c) The description of the securities contained in the registrant's
registration statement on Form 8-A/A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of the filing of 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 the purposes of this
registration statement 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 registration statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement. Hal J. Leibowitz, a partner of Hale and
Dorr LLP, serves as Clerk to the registrant.
Item 6. Indemnification of Directors and Officers.
Section 67 of the Massachusetts Business Corporation Law permits a
Massachusetts corporation to indemnify its directors, officers, employees and
other agents to whatever extent specified in or authorized by the articles of
organization, a by-law adopted by the stockholders or a vote adopted by the
holders of a majority of the shares of stock entitled to vote on the election of
directors. Except as otherwise provided in the articles of organization or the
by-laws, any of these persons who are not directors may be indemnified to the
extent authorized by the directors. Indemnification may include payment of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding and may be
provided although the person is no longer affiliated with the corporation.
No indemnification shall be provided, however, for any person with respect to
any matter as to which he shall have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interests of the corporation. A corporation also has the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or other agent of the corporation against any liability
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability.
Section 13(b) of the Massachusetts Business Corporation Law permits a
Massachusetts corporation to provide in its articles of organization that a
director of the corporation shall not personally be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the directors duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involved intentional misconduct or a knowing violation of
law, (iii) under Sections 61 or 62 of the Massachusetts Business Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
Article 6A of the registrant's Articles of Organization provides that no
director of the registrant shall be liable for monetary damages for any breach
of fiduciary duty, except to the extent that the Massachusetts Business
Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.
Article 6B of the registrant's Articles of Organization provides generally
that the registrant will indemnify each person who is or was or has agreed to be
a director or officer of the registrant against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement to the maximum extent
permitted from time to time under the Massachusetts Business Corporation Law.
The registrant maintains officers' and directors' insurance in the amount
of $30,000,000.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS.
1. 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the table dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end 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 "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; provided, however,
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that paragraphs (i) and (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 with or
furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that 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.
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2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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.
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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 this Post-Effective Amendment No. 1 to Form S-4 on Form
S-8 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston,
Massachusetts, on this 7th day of December, 2001.
KEANE, INC.
By: /s/ Brian T. Keane
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Brian T. Keane
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Keane, Inc., hereby severally
constitute and appoint Brian T. Keane, John L. Leahy and Hal J. Leibowitz, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the registration statement on this Post-Effective Amendment No. 1 to Form
S-4 on Form S-8 filed herewith and any and all subsequent amendments to said
registration statement, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable Keane, Inc. to
comply with the provisions of the Securities Act of 1933, as amended, 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.
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 dates indicated.
SIGNATURE TITLE DATE
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/s/ Brian T. Keane President, Chief Executive December 7, 2001
- ---------------------------- Officer and Director
Brian T. Keane (Principal Executive Officer)
/s/ John J. Leahy Senior Vice President - December 7, 2001
- ---------------------------- Finance and Administration
John J. Leahy and Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Maria Cirino Director December 7, 2001
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Maria Cirino
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SIGNATURE TITLE DATE
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/s/ John F. Keane, Sr. Director December 7, 2001
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John F. Keane, Sr.
/s/ Philip J. Harkins Director December 7, 2001
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Philip J. Harkins
/s/ Winston R. Hindle, Jr. Director December 7, 2001
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Winston R. Hindle, Jr.
/s/ John F. Keane, Jr. Director December 7, 2001
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John F. Keane, Jr.
/s/ John F. Rockart Director December 7, 2001
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John F. Rockart
/s/ Stephen Steinour Director December 7, 2001
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Stephen Steinour
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INDEX TO EXHIBITS
Number Description
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4.1 Articles of Organization of the Registrant, as amended, are
incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-3
(File No. 33-85206).
4.2 Articles of Amendment to Articles of Organization of the
Registrant, filed May 29, 1998, are incorporated herein by
reference to Exhibit 99.1 to the Registrant's Current Report on
Form 8-K, filed June 3, 1998.
4.3 Second Amended and Restated By-Laws of the Registrant, filed on
May 29, 1998, are incorporated herein by reference to Exhibit 3
to the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2000.
5.1 Opinion of Hale and Dorr LLP, counsel to the Registrant.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of PricewaterhouseCoopers LLP, independent accountants.
24.1 Power of attorney (included on the signature pages of this
registration statement).