8-K/A 1 d8ka.txt AMENDMENT NO. 1 TO FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 to FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 20, 2001 --------------- KEANE, INC. -------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Massachusetts ------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-7516 04-2437166 ---------------------- ------------------------------- (Commission File Number) (IRS Employer Identification No.) Ten City Square, Boston, Massachusetts 02129 ----------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (617) 241-9200 ----------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable ----------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 1 EXPLANATORY NOTE This Amendment No. 1 on Form 8-K/A to Keane, Inc.'s Current Report on Form 8-K dated August 20, 2001 amends the original filing for purposes of refiling Exhibit 99.1 thereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ (a) Financial Statements of Businesses Acquired. ------------------------------------------- Not applicable. (b) Pro Forma Financial Information. ------------------------------- Not applicable. (c) Exhibits. -------- *2.1(1) Agreement and Plan of Merger, dated as of August 20, 2001, among Keane, Inc., Veritas Acquisition Corp. and Metro Information Services, Inc. 99.1 Shareholder's Agreement, dated as of August 20, 2001, among Keane, Inc., Veritas Acquisition Corp. and John H. Fain ____________________ * Previously filed. (1) The exhibits and schedules to the Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Keane will furnish copies of any of the exhibits and schedules to the U.S. Securities and Exchange Commission upon request. 2 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: August 24, 2001 REGISTRANT KEANE, INC. By: /s/ John J. Leahy ------------------------------ John J. Leahy Senior Vice President -- Finance and Administration and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description -------------- ----------- *2.1(1) Agreement and Plan of Merger, dated as of August 20, 2001, among Keane, Inc., Veritas Acquisition Corp. and Metro Information Services, Inc. 99.1 Shareholder's Agreement, dated as of August 20, 2001, among Keane, Inc., Veritas Acquisition Corp. and John H. Fain ___________________ * Previously filed. (1) The exhibits and schedules to the Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Keane will furnish copies of any of the exhibits and schedules to the U.S. Securities and Exchange Commission upon request. 4