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): January 31, 2008
CRA INTERNATIONAL, INC. |
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(Exact name of registrant as specified in its charter) |
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Massachusetts |
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000-24049 |
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04-2372210 |
(State or other jurisdiction |
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(Commission |
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(IRS employer |
of incorporation) |
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file number) |
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identification no.) |
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200 Clarendon Street, Boston, Massachusetts |
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02116 |
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(Address of principal executive offices) |
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(Zip code) |
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Registrants telephone number, including area code: (617) 425-3000 |
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Not Applicable |
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(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At our board meeting on January 31, 2008, our board of directors appointed William T. Schleyer as a Class III director. Mr. Schleyer was appointed to the compensation committee of our board of directors. Under the terms of our 2006 equity incentive plan, upon his appointment, Mr. Schleyer was granted 1,796 shares of restricted stock, vesting 25% annually over four years.
Item 7.01 Regulation FD Disclosure
A copy of the press release we issued announcing the appointment of Mr. Schleyer is set forth as Exhibit 99.1 and is incorporated by reference herein. The information contained in this Item 7.01 and Item 9.01 below shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Act of 1934, whether made before or after the date hereof and regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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Press release dated February 1, 2008. |
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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.
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CRA INTERNATIONAL, INC. |
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Dated: February 4, 2008 |
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/s/ Wayne D. Mackie |
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Wayne D. Mackie |
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Executive Vice President, Treasurer, and |
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Chief Financial Officer |
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Exhibit Index
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99.1 |
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Press release dated February 1, 2008. |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: |
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James C. Burrows |
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Jim Buckley |
President and CEO |
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Executive Vice President |
CRA International, Inc. |
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Sharon Merrill Associates |
617-425-3700 |
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617-542-5300 |
BOSTON, Mass., February 1, 2008CRA International, Inc. (Nasdaq: CRAI), a worldwide leader in providing management consulting services and economic and financial expertise, today announced that William T. Schleyer has been appointed to CRAs Board of Directors. Mr. Schleyer will serve on the Companys Compensation Committee.
Mr. Schleyer is credited with playing a key role in the rise of the cable communications industry during the past 30 years, particularly in broadband data and modem services, and in the development of digital technology standards. He served as Chairman and Chief Executive Officer of Adelphia Communications Corporation from 2003 until it was acquired in 2007. At that time, Adelphia ranked as the sixth largest cable operator in the U.S. with 4.8 million subscribers. Before joining Adelphia, Mr. Schleyer was President and Chief Executive Officer of AT&T Broadband, which prior to its acquisition by Comcast, provided high-speed Internet access, digital video service, and telephony to more than 13 million customers in the U.S. Prior to that role, Mr. Schleyer was a principal in Pilot House Ventures, a telecommunications venture capital company investing in start-up companies in broadband and the Internet. He was also President and Chief Operating Officer of Continental Cablevision, Inc.
Bill Schleyer has been on the forefront of revolutionizing the cable communications industry for more than 30 years, said James C. Burrows, CRAs President and Chief Executive Officer. We are pleased to add a director of his caliber to CRAs board. His deep perspective and knowledgeable insights will be highly valuable to CRA as we continue to execute our growth strategy.
In addition to CRAs board, Mr. Schleyer is currently a director on the board of Rogers Communications, a diversified Canadian communications and media company. Mr. Schleyer
earned his B.S. degree in mechanical engineering from Drexel University and an M.B.A. from Harvard Business School.
About CRA International
Founded in 1965, CRA International is a leading provider of management consulting services and economic and financial expertise. Working with businesses, law firms, accounting firms, and governments, CRA is a preferred consulting firm for complex assignments with pivotal and high-stakes outcomes. The firm is distinguished by a unique combination of credentials: deep vertical experience in a variety of industries; broad horizontal expertise in a range of functional disciplines; and rigorous economic, financial, and market analysis. CRA offers a proven track record of thousands of successful engagements in regulatory and litigation support, business strategy and planning, market and demand forecasting, policy analysis, and engineering and technology management. Headquartered in Boston, the firm has sixteen offices within the United States, and ten offices in Canada, Europe, the Middle East, and the Asia Pacific region. Detailed information about CRA is available at www.crai.com.
Statements in this press release concerning the expected use of Mr. Schleyers expertise, the future business, operating results, and financial condition of the Company and statements using the terms anticipates, believes, expects, should, or similar expressions, are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon managements current expectations and are subject to a number of factors and uncertainties. Information contained in these forward-looking statements is inherently uncertain and actual performance and results may differ materially due to many important factors. Such factors that could cause actual results to differ materially from any forward-looking statements made by the Company include, among others, changes in the Companys effective tax rate, share dilution from the Companys convertible debt offering and stock options, dependence on key personnel, attracting and retaining qualified consultants, dependence on outside experts, utilization rates, factors related to its recent acquisitions, including integration of personnel, clients, offices, and unanticipated expenses and liabilities, risks associated with acquisitions it may make in the future, risks inherent in international operations, the performance of NeuCo, changes in accounting standards, rules and regulations, changes in the law that affect its practice areas, management of new offices, the potential loss of clients, dependence on growth of the Companys business consulting practice, the unpredictable nature of litigation-related projects, the ability of the Company to integrate successfully new consultants into its practice, intense competition, risks inherent in litigation, and professional liability. Further information on these and other potential factors that could affect the Companys financial results is included in the Companys filings with the Securities and Exchange Commission. The Company cannot guarantee any future results, levels of activity, performance or achievement. The Company undertakes no obligation to update any of its forward-looking statements after the date of this press release.