8-K 1 d8k.txt FORM 8-K (METRO) =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: AUGUST 20, 2001 (DATE OF EARLIEST EVENT REPORTED) COMMISSION FILE NO.: 000-22035 METRO INFORMATION SERVICES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) VIRGINIA 000-22035 54-1112301 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) POST OFFICE BOX 8888 VIRGINIA BEACH, VIRGINIA 23450 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (757) 486-1900 =============================================================================== ITEM 5. OTHER EVENTS. On August 21, 2001, Metro Information Services, Inc. (the "Company") and Keane, Inc. ("Keane") announced that they had entered into an agreement and plan of merger (the "Merger Agreement"), dated as of August 20, 2001, providing for the merger of the Company and Keane. If the merger is completed, the Company will become a wholly-owned subsidiary of Keane, and the holders of the common stock of the Company will be entitled to receive .48 of a Keane share for each of their shares of common stock of the Company. In connection with the merger, a certain stockholder of the Company, who together with certain family trusts owns approximately 54% of the Company's outstanding shares, has also entered into a stockholder's agreement with Keane in which he has agreed to vote 40% of the Company's outstanding shares in favor of the Merger Agreement. A copy of the Merger Agreement is attached hereto as Exhibit 2.1, a copy of the Stockholder's Agreement is attached hereto as Exhibit 10.1, and a copy of the press release announcing the merger is attached hereto as Exhibit 99.1. This summary is qualified in its entirety by reference to such exhibits. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of the Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 2.1 Agreement and Plan of Merger, dated as of August 20, 2001, among Keane, Inc., Veritas Acquisition Corp. and Metro Information Services, Inc. (1) 10.1 Stockholder's Agreement, dated as of August 20, 2001, among Keane, Inc., Veritas Acquisition Corp. and John H. Fain. (1) 99.1 Press Release dated August 21, 2001. (1) The exhibits and schedules to the Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any of the exhibits and schedules to the U.S. Securities and Exchange Commission upon request. SIGNATURES 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, duly authorized. METRO INFORMATION SERVICES, INC. Date: August 21, 2001 By: /s/ John H. Fain ---------------- -------------------- John H. Fain INDEX TO EXHIBITS No. Description --- ----------- 2.1 Agreement and Plan of Merger, dated as of August 20, 2001, among Keane, Inc., Veritas Acquisition Corp. and Metro Information Services, Inc. (1) 10.1 Stockholder's Agreement, dated as of August 20, 2001, among Keane, Inc., Veritas Acquisition Corp. and John H. Fain. (1) 99.1 Press Release dated August 21, 2001. (1) The exhibits and schedules to the Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any of the exhibits and schedules to the U.S. Securities and Exchange Commission upon request.

SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OFTHE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): March 8, 2001 METRO INFORMATION SERVICES, INC.(Exact name of registrant as specified in its charter)

VIRGINIA	000-22035	54-1112301
(State of incorporation)	(Commission File No.)	(I.R.S. Employer Identification Number)

POST OFFICE BOX 8888, VIRGINIA BEACH, VIRGINIA	23450
(Address of principal executive office)	(Zip Code)

(757) 486-1900 (Registrant's telephone number, including area code)

ITEM 5. OTHER EVENTS On March 8, 2001, the Registrant issued the press release that is attached hereto as Exhibit 1, and which is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) 99.1 –Press Release, dated March 8, 2001, issued by Metro Information Services, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Metro Information Services, Inc. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date Signed: March 8, 2001 Metro Information Services, Inc. By: /s/ Robert J. Eveleigh —————————————— Robert J. Eveleigh Principal Financial Officer

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