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):  May 6, 2005

 

CRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Massachusetts

 

000-24049

 

04-2372210

(State or other jurisdiction
of incorporation)

 

(Commission
file number)

 

(IRS employer
identification no.)

 

 

 

 

 

200 Clarendon Street, Boston, Massachusetts

 

02116

(Address of principal executive offices)

 

(Zip code)

 

 

 

 

 

Registrant’s telephone number, including area code:   (617) 425-3000

 

 

 

 

 

CHARLES RIVER ASSOCIATES INCORPORATED

(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 5.03                                             Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

At our annual meeting of shareholders on May 6, 2005, our shareholders voted to approve an amendment to our Articles of Organization to change our name to CRA International, Inc.  On May 6, 2005, we filed with the Secretary of the Commonwealth of Massachusetts Articles of Amendment to our Articles of Organization to effect this corporate name change.  A copy of the Articles of Amendment is attached to this current report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01                                             Financial Statements and Exhibits.

 

(c)  Exhibits

 

Number

 

Title

 

 

 

99.1

 

Articles of Amendment filed with the Secretary of the Commonwealth of Massachusetts on May 6, 2005

 

 

 

99.2

 

Press release dated May 6, 2005

 

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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:  May 10, 2005

By:

   /s/ J. Phillip Cooper

 

 

 

J. Phillip Cooper

 

 

Executive Vice President and Chief Financial Officer

 

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Exhibit Index

 

Number

 

Title

 

 

 

99.1

 

Articles of Amendment filed with the Secretary of the Commonwealth of Massachusetts on May 6, 2005

 

 

 

99.2

 

Press release dated May 6, 2005

 

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Exhibit 99.1

 

D

The Commonwealth of Massachusetts

PC

William Francis Galvin

 

Secretary of the Commonwealth

 

One Ashburton Place, Boston, Massachusetts 02108-1512

 

FORM MUST BE TYPED

 

Articles of Amendment

 

FORM MUST BE TYPED

(General Laws, Chapter 156D; Section 10.06; 950 CMR 113.33)

 

Exact name of corporation:

Charles River Associates Incorporated

 

 

Registered office address:

200 Clarendon Street, T-33, Boston, MA 02116

 

 

(number, street, city or town, state, zip code)

 

 

 

These articles of amendment affect article(s):

I

 

 

(specify the number(s) of article(s) being amended (I-VI)

 

 

Adopted and approved on:

May 6, 2005

by

 

(month, day, year)

 

 

Check the appropriate box below:

 

o            the incorporators.

o            the board of directors without shareholder approval and shareholder approval was not required.

ý            the board of directors and the shareholders in the manner required by law and the articles of organization.

 

State the article number and the text of the amendment.  If the amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, state the provisions for implementing the action unless contained in the text of the amendment.

 

ARTICLE I is deleted in its entirety and the following new ARTICLE I is inserted in its place:

 

“ARTICLE I  The exact name of the corporation is: CRA International, Inc.”

 



 

To change the number of shares and the par value (if any) of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

 

The total presently authorized is:

 

WITHOUT PAR VALUE

 

WITH PAR VALUE

TYPE

 

NUMBER OF SHARES

 

TYPE

 

NUMBER OF SHARES

 

PAR VALUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change the total authorized to:

 

WITHOUT PAR VALUE

 

WITH PAR VALUE

TYPE

 

NUMBER OF SHARES

 

TYPE

 

NUMBER OF SHARES

 

PAR VALUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156D, § 1.25 unless these articles specify, in accordance with the vote adopting the amendment a later effective date not more than ninety days after such filing, in which event the amendment will become effective on such later date.

 

Later effective date:

 

 

 



 

 

Signed by:

/s/ James C. Burrows

 

 

(Please check appropriate box)

o            Chairman of the Board

ý            President

o            Other Officer

o            Court-appointed fiduciary

 

on this 6th day of May, 2005

 



 

COMMONWEALTH OF MASSACHUSETTS

 

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

 

Articles of Amendment

(General Laws, Chapter 156D, Section 10.06)

 

I hereby certify that upon examination of these Articles of Amendment, it appears that the provisions of the General Laws relative

thereto have been complied with, and the filing fee in the amount of $200 having been paid, said articles are deemed to have been filed

with me this

      6th    

day of

May 

20

05

at

12:57

p.m.

 

time

 

 

Effective date:

 

 

 

 

/s/ William Francis Galvin

 

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

 

 

/s/ L

 

Examiner

 

Res/KB

 

Name approval

 

 

 

C

 

 

 

M

 

Filing fee: Minimum filing fee $100.00 per article amended, stock increases $100 per 100,000 shares plus $100 for each additional 100,000 shares or any fraction thereof.

 

 

TO BE FILLED IN BY CORPORATION

Contact Information:

 

Peter Rosenblum, Esq.

 

Foley Hoag LLP

 

155 Seaport Boulevard, Boston, MA 02210

 

Telephone:

617-832-1000

 

Email:

pmr@foleyhoag.com

 

A copy of this filing will be available on-line at www. sec.state.ma.us/cor once the document is filed.

 


Exhibit 99.2

 

 

Charles River Associates Incorporated Changes Name to CRA International

 

New Name Reflects Expanded Scope of Operations; Company Celebrates 40th Anniversary Milestone

 

BOSTON—May 6, 2005— Charles River Associates Incorporated (NASDAQ: CRAI - News) today announced that it has changed its name to CRA International, Inc. to reflect the Company’s global presence in the economic, financial, and management consulting industry. The name change was approved by the Company’s shareholders at CRA’s Annual Meeting of Stockholders today.

 

CRA will continue to trade on the NASDAQ National Market under the ticker symbol “CRAI.” The Company’s website will continue to be www.crai.com.

 

CRA president and CEO, James C. Burrows, said, “With an expanded geographic footprint and a more global client base, it is important that our name accurately represents CRA’s expansive scope of operations. The timing for a revised corporate identity is ideal, as the Company celebrates its 40th year. CRA has grown over 25% per year since it went public in April 1998. In the past 12 months, we achieved record financial performance, while successfully integrating several key acquisitions. Today, with more than 550 consultants in 23 offices on four continents, CRA’s commitment to its clients remains unchanged - to provide top-quality consulting, unsurpassed analytic skills, and pragmatic business insights through an interdisciplinary team approach.”

 

About CRA

 

Founded in 1965, CRA International is an economics, finance, and business consulting firm that works with businesses, law firms, accounting firms, and governments in providing a wide range of services. CRA combines economic and financial analysis with expertise in litigation and regulatory support, business strategy and planning, market and demand forecasting, policy analysis, and engineering and technology management. The firm is distinguished by a corporate philosophy of providing responsive, top-quality consulting; an interdisciplinary team approach; unsurpassed economic, financial, and other analytic skills; and pragmatic business insights. In addition to its corporate headquarters in Boston and international offices in Brussels, Canberra, Dubai, Hong Kong, London, Melbourne, Mexico City, Sydney, Toronto, and Wellington, CRA also has U.S. offices in Cambridge, Chicago, College Station, Dallas, Houston, New York, Oakland, Pasadena, Philadelphia, Salt Lake City, Silicon Valley, and Washington, D.C. Detailed information about CRA can be found at www.crai.com.

 



 

Contact:

 

CRA International, Inc.

 

Phil Cooper, 617-425-3700 or

 

Sharon Merrill Associates, Inc.

 

Ehren Lister, 617-542-5300

 

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