SC TO-I/A 1 dsctoia.txt SCHEDULE TO AMENDMENT #2 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ SCHEDULE TO (RULE 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) _______________ KEANE, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) _______________ Options to Purchase Common Stock, $0.10 Par Value Per Share, Having an Exercise Price of $12.00 or More Per Share (Title of Class of Securities) _______________ 48665 10 2 (CUSIP Number of Class of Securities) (Underlying Common Stock) _______________ Brian T. Keane President and Chief Executive Officer Keane, Inc. Ten City Square Boston, Massachusetts 02129 Telephone: 617-241-9200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) With a copy to: Hal J. Leibowitz, Esq. Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Telephone: (617) 526-6000 _______________ CALCULATION OF FILING FEE* ================================================================================ Transaction Valuation Amount of Filing Fee** -------------------------------------------------------------------------------- $3,202,798 $295 ================================================================================ * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 1,888,394 shares of common stock of Keane, Inc. having a weighted average exercise price of $20.4488 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee is calculated at $92 per $1,000,000 of the transaction value. ** Previously paid. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $295 Filing Party: Keane, Inc. Form or Registration No.: Schedule TO Date Filed: September 6, 2002. [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [_] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] ================================================================================ INTRODUCTORY NOTE This Final Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "SEC") on September 6, 2002, as amended by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the SEC on September 20, 2002 (as amended, the "Schedule TO") reports the final results of the solicitation of requests by Keane, Inc. (the "Company") from employees to exchange options (the "Options") outstanding under the Company's 1998 Stock Incentive Plan, as amended (the "1998 Plan"), and the Metro Information Services, Inc. Amended and Restated 1997 Stock Option Plan to purchase shares of common stock, $0.10 par value per share (the "Common Stock"), for new options (the "New Options") that will be granted under and subject to the 1998 Plan upon the terms and subject to the conditions described in the document entitled "Offer to Exchange Outstanding Stock Options," dated September 6, 2002 (the "Offer to Exchange"), as attached to the Schedule TO and the related documents filed as exhibits thereto. ITEM 4. TERMS OF THE TRANSACTION Item 4 of the Schedule TO is hereby amended to add the following paragraph: The Offer to Exchange expired at 5:00 p.m., Eastern Daylight Time, on October 7, 2002. Pursuant to the Offer to Exchange, the Company accepted for exchange Options to purchase an aggregate of 1,459,298 shares of the Company's Common Stock. The Company expects that it will issue, on or about April 8, 2003, New Options to purchase approximately 1,167,438 shares of the Company's Common Stock in exchange for the Options surrendered in the offer. 1 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct. KEANE, INC. By: /s/ Brian T. Keane ------------------------------------- Brian T. Keane President and Chief Executive Officer Date: October 8, 2002 2