SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 11, 2001
RENAISSANCE WORLDWIDE, INC.
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(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 0-28192 04-2920563
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
52 SECOND AVENUE
WALTHAM, MASSACHUSETTS 02451
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(Address of Principal Executive Offices) (Zip Code)
(781) 461-7800
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant.
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Item 2. Acquisition or Disposition of Assets.
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On December 11, 2001 (the "Effective Date"), Renaissance Worldwide, Inc., a
Massachusetts corporation ("RWI"), was acquired by Aquent, Inc., a Massachusetts
corporation ("Aquent"). The acquisition was completed pursuant to an Agreement
and Plan of Merger, dated as of October 5, 2001 (the "Merger Agreement"), by and
among Aquent, JetElectro Acquisition Corp., a Massachusetts corporation and a
wholly owned subsidiary of Aquent ("JetElectro"), and RWI. Upon consummation of
the transactions contemplated by the Merger Agreement, JetElectro was merged
with and into RWI (the "Merger"), whereby RWI became a wholly owned subsidiary
of Aquent. As a result of the Merger, Aquent owns 100% of the capital stock of
RWI.
The Merger Agreement was approved by the board of directors and
shareholders of RWI holding a majority of the outstanding shares of Aquent
common stock, no par value per share (the "RWI Common Stock"), at a Special
Meeting of Shareholders held on December 4, 2001. G. Drew Conway, former Chief
Executive Officer of RWI and, together with various family trusts and a
charitable foundation organized by Mr. Conway, the beneficial owner of
approximately 23% of RWI Common Stock, voted all of his shares of RWI Common
Stock to approve and adopt the Merger Agreement in accordance with the terms of
a Voting Agreement between him and Aquent.
Under the terms of the Merger Agreement each outstanding share of RWI
Common Stock as of the Effective Date was converted into the right to receive
$2.00 in cash. In connection with the Merger, the outstanding options of RWI as
of the Effective Date were either terminated or converted into the right to
receive, upon vesting and exercise, a cash payment equal to the product of (1)
the number of shares underlying the option and (2) the amount by which $2.00 is
greater than the per share exercise price of the option.
Aquent financed the Merger through the use of cash held by RWI and Aquent
and cash provided under secured credit facilities established by CIT
Group/Business Credit, Inc. ("CIT") and BHC Interim Funding, L.P. ("BHC"), as
well as cash from the issuance of unsecured promissory notes to certain
individuals.
On December 11, 2001, Aquent and its domestic subsidiaries entered into a
Loan and Security Agreement with CIT providing for the establishment of a credit
facility in the aggregate principal amount of up to $45,000,000, consisting of a
$45,000,000 revolving loan facility and a $2,500,000 term loan. In addition,
Aquent entered into a Loan and Security Agreement with BHC providing for a
$6,000,000 term loan. Aquent used the proceeds from these loans to pay a
significant portion of the purchase price for the shares of RWI Common Stock. In
addition, proceeds from the CIT revolving credit facility will be used for
ongoing working capital and general corporate purposes of Aquent and its
subsidiaries. Each of the credit facilities is secured by a lien against
substantially all of the assets of Aquent and its domestic subsidiaries.
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RWI is a consulting firm providing business-focused IT solutions. Aquent
intends to continue RWI's business substantially in the manner conducted by RWI
prior to the Merger.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, which is included as Exhibit 2.1 to this Current Report on
Form 8-K and incorporated herein by reference from the RWI Current Report on
Form 8-K filed with the Securities and Exchange Commission on October 9, 2001.
Aquent's press release dated December 11, 2001, which is filed as Exhibit 99.1
to this Current Report on Form 8-K, is also incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired.
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Not applicable.
(b) Pro Forma Financial Information.
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Not applicable.
(c) Exhibits.
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2.1 Agreement and Plan of Merger, dated as of October 5, 2001, among
Aquent, Inc., JetElectro Acquisition Corp. and Renaissance
Worldwide, Inc., incorporated by reference from Exhibit 2.1 to
the Registrant's Form 8-K filed with the Securities and Exchange
Commission on October 9, 2001. (1)
99.1 Press Release for Consummation of the Merger.
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(1) The exhibits and schedules to the Agreement have been omitted from this
filing pursuant to Item 601(b)(2) of Regulation S-K. RWI will furnish copies of
any of the exhibits and schedules to the U.S. Securities and Exchange Commission
upon request.
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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.
Date: December 14, 2001 REGISTRANT
RENAISSANCE WORLDWIDE, INC.
By: /s/ John H. Chuang
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John H. Chuang
President
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