UNITED STATES
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 (Date of earliest event reported): June 20, 2005
CRA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
|
Massachusetts |
|
000-24049 |
|
04-2372210 |
|
(State or
other jurisdiction |
|
(Commission |
|
(IRS
employer |
|
200 Clarendon Street, Boston, Massachusetts |
|
02116 |
|
(Address of principal executive offices) |
|
(Zip code) |
Registrant’s telephone number, including area code: (617) 425-3000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On June 20, 2005, we entered into an amendment of our loan agreement dated as of January 14, 2004 with Citizens Bank of Massachusetts for the principal purpose of increasing our existing line of credit from $40 million to $90 million. In connection with this amendment, we also executed amendments to the promissory note and stock pledge agreement relating to the loan agreement. A copy of the amendments to the loan agreement, promissory note, and stock pledge agreement are attached as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K.
On June 23, 2005, we and certain of our stockholders and optionholders entered into an underwriting agreement with J.P. Morgan Securities Inc., William Blair & Company, L.L.C., Piper Jaffray & Co., and Adams Harkness, Inc. in connection with our previously announced public offering. A copy of the underwriting agreement, including the pricing agreement incorporated therein, is attached as Exhibit 10.4 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
|
Number |
|
Title |
|
|
|
|
|
10.1 |
|
Second Amendment to Loan Agreement, dated as of June 20, 2005, by and between CRA International, Inc. and Citizens Bank of Massachusetts. |
|
|
|
|
|
10.2 |
|
Second Amendment to Revolving Note, dated as of June 20, 2005, by and between CRA International, Inc. and Citizens Bank of Massachusetts. |
|
|
|
|
|
10.3 |
|
First Amendment to Stock Pledge Agreement, dated as of June 20, 2005, by and between CRA International, Inc. and Citizens Bank of Massachusetts. |
|
|
|
|
|
10.4 |
|
Underwriting Agreement, dated as of June 23, 2005, by and among CRA International, Inc., certain stockholders and optionholders of CRA International, Inc., J. P. Morgan Securities Inc., William Blair & Company, L.L.C., Piper Jaffray & Co., and Adams Harkness, Inc. |
2
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 hereunto duly authorized.
|
|
CRA INTERNATIONAL, INC. |
|
|
|
|
|
|
|
|
|
|
||
|
Dated: June 24, 2005 |
By: |
/s/ J. Phillip Cooper |
|
|
|
|
J. Phillip Cooper |
|
|
|
|
Vice
Chairman, Executive Vice President, and Chief |
|
3
Exhibit Index
|
Number |
|
Title |
|
|
|
|
|
10.1 |
|
Second Amendment to Loan Agreement, dated as of June 20, 2005, by and between CRA International, Inc. and Citizens Bank of Massachusetts. |
|
|
|
|
|
10.2 |
|
Second Amendment to Revolving Note, dated as of June 20, 2005, by and between CRA International, Inc. and Citizens Bank of Massachusetts. |
|
|
|
|
|
10.3 |
|
First Amendment to Stock Pledge Agreement, dated as of June 20, 2005, by and between CRA International, Inc. and Citizens Bank of Massachusetts. |
|
|
|
|
|
10.4 |
|
Underwriting Agreement, dated as of June 23, 2005, by and among CRA International, Inc., certain stockholders and optionholders of CRA International, Inc., J. P. Morgan Securities Inc., William Blair & Company, L.L.C., Piper Jaffray & Co., and Adams Harkness, Inc. |
4