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As filed with the Securities and Exchange Commission on July 26, 2002

Registration No. 333-                 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Charles River Associates Incorporated
(Exact name of registrant as specified in its charter)

     
Massachusetts   04-2372210
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)
 
200 Clarendon Street, Boston, Massachusetts   02116
(Address of principal executive offices)   (Zip code)

Charles River Associates Incorporated
1998 Incentive And Nonqualified Stock Option Plan
(Full title of the plan)

James C. Burrows
Charles River Associates Incorporated
200 Clarendon Street
Boston, Massachusetts 02116
(Name and address of agent for service)

(617) 425-3000
(Telephone number, including area code, of agent for service)

WITH COPIES TO:
Peter M. Rosenblum, Esq.
John D. Hancock, Esq.
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02210
(617) 832-1000

CALCULATION OF REGISTRATION FEE

                             
Title of   Amount   Proposed maximum   Proposed maximum   Amount of
securities to be   to be   offering price   aggregate   registration
registered   registered   per share   offering price   fee
 
 
 
 
common stock,
no par value		   140,720 shares (1)   $ 13.75(2)     $ 1,934,900     $ 179  
common stock,
no par value		   2,859,280 shares (3)   $ 16.61(4)     $ 47,492,641     $ 4,370  
Total                   $ 4,549  

(1)   Represents shares of common stock issuable upon exercise of stock options outstanding under the Charles River Associates Incorporated 1998 Incentive and Nonqualified Stock Option Plan, as amended.
 
(2)   Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933 based on the weighted average exercise price per share of the options outstanding under the stock option plan.
 
(3)   Represents shares of common stock issuable upon exercise of the maximum number of stock options that may become available for grant pursuant to the terms of the stock option plan.
 
(4)   Calculated pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933 based on the average of the high and low sale prices of the common stock as reported on the Nasdaq National Market on July 23, 2002.

     This registration statement covers 3,000,000 shares of common stock, which represents the maximum number of shares that may become available for the grant of stock options issuable pursuant to the terms of our 1998 Incentive and Nonqualified Stock Option Plan. These shares are in addition to the 1,870,000 shares of common stock registered pursuant to the registration statements on Form S-8, File Nos. 333-63451 and 333-62910, which we filed with the Securities and Exchange Commission on September 15, 1998, and July 13, 2001, respectively.

     The contents of our registration statement on Form S-8, File No. 333-63451, are incorporated herein by reference.

 

TABLE OF CONTENTS

Item 8.   Exhibits.
SIGNATURES
EXHIBIT INDEX
Opinion of Foley Hoag LLP
Consent of Ernst & Young LLP

Table of Contents

Item 8.   Exhibits.

       
Exhibit    
Number   Description
 
5.1     Opinion of Foley Hoag LLP.
 
23.1     Consent of Ernst & Young LLP, independent auditors.
 
23.2     Consent of Foley Hoag LLP (included in Exhibit 5.1).
 
24.1     Power of attorney (contained on the signature page of this
registration statement).

 

Table of Contents

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts, as of July 26, 2002

  Charles River Associates Incorporated
 
  By:  /s/ James C. Burrows
   
    James C. Burrows
President and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS that each individual whose signature appears below hereby constitutes and appoints James C. Burrows and Michael J. Tubridy, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing which they, or any of them, may deem necessary or advisable to be done in connection with this registration statement, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or any substitute or substitutes for him or her, or any or all of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the indicated capacities as of July 26, 2002.

     
Signature   Title
 
 
/s/ Rowland T. Moriarty
Rowland T. Moriarty		   Chairman of the Board
 
/s/ James C. Burrows
James C. Burrows		   President, Chief Executive Officer and Director
(Principal Executive Officer)
 
/s/ Michael J. Tubridy
Michael J. Tubridy		   Executive Vice President, Chief Financial
Officer and Treasurer
(Principal Financial and Accounting Officer)

 

Table of Contents

     
Signature   Title
 
 
/s/ William F. Concannon
William F. Concannon		   Director
 
/s/ Franklin M. Fisher
Franklin M. Fisher		   Director
 
/s/ Carl Kaysen
Carl Kaysen		   Director
 
/s/ J. Robert S. Prichard
J. Robert S. Prichard		   Director
 
/s/ Steven C. Salop
Steven C. Salop		   Director
 
/s/ Carl B. Shapiro
Carl B. Shapiro		   Director

 

Table of Contents

EXHIBIT INDEX

       
Exhibit    
Number   Description
 
5.1     Opinion of Foley Hoag LLP.
 
23.1     Consent of Ernst & Young LLP, independent auditors.
 
23.2     Consent of Foley Hoag LLP (included in Exhibit 5.1).
 
24.1     Power of attorney (contained on the signature page of this
registration statement).

  


                                                                     Exhibit 5.1


FOLEY HOAG LLP
ATTORNEYS AT LAW

July 26, 2002


Charles River Associates Incorporated
200 Clarendon Street
Boston, Massachusetts 02116

         Re:      Charles River Associates Incorporated
                  1998 Incentive and Nonqualified Stock Option Plan

Ladies and Gentleman:

         We are familiar with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Charles River Associates Incorporated,
a Massachusetts corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the offering by the Company of up to 3,000,000
shares (the "Shares") of its common stock, no par value, issuable upon exercise
of stock options that may be granted pursuant to the Charles River Associates
Incorporated 1998 Incentive and Nonqualified Stock Option Plan (the "Plan").

         In arriving at the opinion expressed below, we have examined and relied
on the articles of organization of the Company, as amended to date, the by-laws
of the Company, as amended to date, the records of meetings and consents of the
Board of Directors and stockholders of the Company provided to us by the
Company, the Registration Statement and the Plan.

         In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such corporate
records of the Company and such other instruments and other certificates of
public officials, officers and representatives of the Company and such other
persons, and we have made such examination of law, as we have deemed appropriate
as a basis for the opinion expressed below. This opinion is limited solely to
the laws of The Commonwealth of Massachusetts as applied by courts located in
Massachusetts.

         We assume that all Shares to be issued upon exercise of options that
may be granted pursuant to the Plan will be issued in accordance with the terms
of the Plan and that the purchase price of the Shares will be valid
consideration.

         Based upon and subject to the foregoing, it is our opinion that the
Shares, when issued and delivered upon the exercise of options duly granted
pursuant to the Plan and against the receipt of the purchase price therefor,
will be validly issued, fully paid and nonassessable.



Charles River Associates Incorporated
July 26, 2002
Page 2


         This opinion is to be used only in connection with the offer and sale
of the Shares while the Registration Statement is in effect.

         Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act and to the reference to our firm under
the caption, "Interests of Named Experts and Counsel." In giving such consent,
we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission.


                                       FOLEY HOAG LLP


                                       By: /s/ John D. Hancock
                                          ------------------------------------
                                          a Partner



                                                                    Exhibit 23.1


               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

         We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Charles River Associates Incorporated
1998 Incentive and Nonqualified Stock Option Plan, of our report dated January
4, 2002, with respect to the consolidated financial statements of Charles River
Associates Incorporated included in the Annual Report (Form 10-K) for the year
ended November 24, 2001, filed with the Securities and Exchange Commission.


                                                     /s/ Ernst & Young LLP

Boston, Massachusetts
July 26, 2002