As filed with the Securities and Exchange Commission on July 27, 1999
Registration Statement No. 333-46329
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
______________________
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
KEANE, INC.
(Exact Name of Registrant as Specified in its Charter)
______________________
MASSACHUSETTS 04-2437166
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
TEN CITY SQUARE
BOSTON, MASSACHUSETTS 02129
(617) 241-9200
(Address, including zip code, and
telephone number, including area code,
of registrant's principal
executive offices)
______________________
JOHN F. KEANE
KEANE, INC.
TEN CITY SQUARE
BOSTON, MASSACHUSETTS 02129
(617) 241-9200
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
COPY TO:
HAL J. LEIBOWITZ, ESQ.
C/O HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: Not applicable.
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. [_]
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. [_] _______.
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. [_] ________.
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
EXPLANATORY NOTE:
PURSUANT TO A REGISTRATION STATEMENT ON FORM S-3, AS AMENDED (FILE NO. 333-
46329) (THE "REGISTRATION STATEMENT"), KEANE, INC. (THE "COMPANY") REGISTERED AN
AGGREGATE OF 189,828 SHARES OF COMMON STOCK, $.10 PAR VALUE PER SHARE (THE
"COMMON STOCK"), OF THE COMPANY HELD BY CERTAIN STOCKHOLDERS OF THE COMPANY (THE
"SHARES").
THE OFFERING OF THE SHARES TERMINATED ON JULY 27, 1999. AN AGGREGATE OF
122,750 SHARES WERE SOLD IN THE OFFERING. ACCORDINGLY, THIS POST-EFFECTIVE
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT IS BEING FILED FOR THE PURPOSE OF
DEREGISTERING THE REMAINING 67,078 SHARES WHICH WERE NOT SOLD IN THE OFFERING.
SIGNATURE
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended, the Registrant duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts on the
26th day of July, 1999.
KEANE, INC.
By: /s/ Wallace A. Cataldo
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Wallace A. Cataldo
Vice President, Finance