-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HUe8lCGtzxKDqRhscC8MDqJD7MFCaXwGi3ti40y1pJu7J5qIDYHaF69EOd3GwF+t t6O5ukxN5yrVR6bUgwI81w== 0001104659-06-022218.txt : 20060404 0001104659-06-022218.hdr.sgml : 20060404 20060404172808 ACCESSION NUMBER: 0001104659-06-022218 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060404 DATE AS OF CHANGE: 20060404 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEANE INC CENTRAL INDEX KEY: 0000054883 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 042437166 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-18332 FILM NUMBER: 06739462 BUSINESS ADDRESS: STREET 1: TEN CITY SQ CITY: BOSTON STATE: MA ZIP: 02129 BUSINESS PHONE: 6172419200 MAIL ADDRESS: STREET 1: TEN CITY SQ CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: KEANE ASSOCIATES INC DATE OF NAME CHANGE: 19800826 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEANE BRIAN T CENTRAL INDEX KEY: 0001214012 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O KEANE INC STREET 2: TEN CITY SQ CITY: BOSTON STATE: MA ZIP: 02129 SC 13G 1 a06-8345_1sc13g.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Keane, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

48666510

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 


 

CUSIP No. 48666510

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Brian T. Keane

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
Not applicable.

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
999,160 (1)

 

6.

Shared Voting Power 
2,077,904

 

7.

Sole Dispositive Power 
999,160 (1)

 

8.

Shared Dispositive Power
2,077,904

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,077,064 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.20% (2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1) Includes 700,000 shares which Mr. Keane has the right to acquire within 60 days of December 31, 2005.

(2) Based on 58,135,289 shares of Keane’s common stock outstanding as of December 31, 2005.

 

2


 

CUSIP No. 48666510

 

Item 1.

 

(a)

Name of Issuer
Keane, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
100 City Square

Boston, Massachusetts  02129

 

Item 2.

 

(a)

Name of Person Filing
Brian T. Keane

 

(b)

Address of Principal Business Office or, if none, Residence
c/o Keane, Inc., 100 City Square, Boston, Massachusetts 02129

 

(c)

Citizenship
United States of America

 

(d)

Title of Class of Securities
Common Stock, $.10 par value per share

 

(e)

CUSIP Number
48666510

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not applicable.

 

3


 

CUSIP No. 48666510

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

(a)

Amount beneficially owned:   

3,077,064 (3)

 

(b)

Percent of class:   

5.20% (4)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

999,160 (3)

 

 

(ii)

Shared power to vote or to direct the vote    

2,077,904 (5)

 

 

(iii)

Sole power to dispose or to direct the disposition of   

999,160 (3)

 

 

(iv)

Shared power to dispose or to direct the disposition of    

2,077,904 (5)

 

 

(3) Includes 700,000 shares which Mr. Keane has the right to acquire within 60 days of December 31, 2005.

 

(4) Based on 58,135,289 shares of Keane’s common stock outstanding as of December 31, 2005.

 

(5)  Includes (i) 1,184,000 shares of Common Stock held by the John Francis Keane Irrevocable Trust for Benefit of Brian T. Keane, of which Mr. Brian T. Keane is the beneficiary, and (ii) 893,904 shares of Common Stock held by the John F. and Marilyn T. Keane 1997 Children's Trust for Benefit of Brian T. Keane, of which Mr. Brian T. Keane is the beneficiary.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

Not applicable.

 

4


 

CUSIP No. 48666510

 

Signature

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.

 

 

April 4, 2006

 

Date

 


/s/ Brian T. Keane

 

Signature

 


Brian T. Keane

 

Name/Title

 

5

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