As filed with the Securities and Exchange Commission on November 1, 2017

Registration No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CRA International, Inc.

(Exact name of registrant as specified in its charter)

CRA International, Inc. Amended and Restated 2006 Equity Incentive Plan
(Full title of the plan)

Paul Maleh

CRA International, Inc.

200 Clarendon Street, T-9

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:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  o

CALCULATION OF REGISTRATION FEE

(1)         Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of the registrant’s common stock that become issuable under the CRA International, Inc. Amended and Restated 2006 Equity Incentive Plan, as amended, which we refer to as the 2006 Plan, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the registrant’s outstanding shares of common stock.

(2)         Represents the number of additional shares of common stock authorized to be issued under the 2006 Plan.

(3)         The proposed maximum offering price per share has been estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee with respect to shares reserved for future issuance based on the average of the high and low price of the registrant’s common stock as quoted on the Nasdaq Global Select Market on October 25, 2017.

Explanatory Note

This registration statement relates to the registration of an additional 400,000 shares of common stock issuable pursuant to our Amended and Restated 2006 Equity Incentive Plan, as amended, which we refer to as the 2006 Plan.  Pursuant to General Instruction E to Form S-8, we incorporate by reference into this registration statement the contents of our registration statement on Form S-8 (File No. 333-133450) filed with the Securities and Exchange Commission, or the SEC, on April 21, 2006, relating to the registration of 1,500,000 shares of our common stock issuable under the 2006 Plan, our registration statement on Form S-8 (File No. 333-164621) filed with the SEC on February 1, 2010, relating to the registration of 210,000 shares of our common stock issuable under the 2006 Plan, our registration statement on Form S-8 (File No. 333-170142) filed with the SEC on October 26, 2010, relating to the registration of 1,464,000 shares of our common stock issuable under the 2006 Plan, and our registration statement on Form S-8 (File No. 333-184916) filed with the SEC on November 13, 2012, relating to the registration of 1,700,000 shares of our common stock issuable under the 2006 Plan.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.                                 Incorporation of Documents by Reference.

The following documents, which are on file with the SEC, are incorporated by reference in this registration statement:

(a)              Our annual report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 15, 2017;

(b)              Our quarterly report on Form 10-Q for the fiscal quarter ended April 1, 2017 filed with the SEC on May 11, 2017;

(c)               Our quarterly report on Form 10-Q for the fiscal quarter ended July 1, 2017 filed with the SEC on August 4, 2017;

(d)              Our quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2017 filed with the SEC on October 31, 2017;

(e)               Our current report on Form 8-K filed with the SEC on February 2, 2017;

(f)                Our current report on Form 8-K filed with the SEC on March 31, 2017;

(g)               Our current report on Form 8-K filed with the SEC on April 12, 2017;

(h)              Our current report on Form 8-K filed with the SEC on April 26, 2017;

(i)                  Our current report on Form 8-K filed with the SEC on May 4, 2017 (excluding any information furnished pursuant to Item 2.02, Item 7.01 or Item 9.01 contained therein);

(j)                 Our current report on Form 8-K filed with the SEC on May 5, 2017;

(k)              Our current report on Form 8-K filed with the SEC on July 18, 2017;

(l)                  Our current report on Form 8-K filed with the SEC on September 29, 2017;

(m)          Our current report on Form 8-K filed with the SEC on October 26, 2017 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 contained therein and Exhibits 99.1, 99.2 and 99.3 furnished pursuant to Item 9.01 contained therein); and

(n)              The description of our common stock contained in our registration statement on Form 8-A filed with the SEC on April 17, 1998.

In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference into, and to be a part of, this registration statement.

Item 8.                                 Exhibits.

The exhibits to this registration statement are listed in the Exhibit Index attached hereto and incorporated herein by reference.

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EXHIBIT INDEX

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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 the city of Boston, the Commonwealth of Massachusetts, on this 1st day of November, 2017.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that each individual whose signature appears below hereby constitutes and appoints Paul Maleh and Chad Holmes, 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 SEC, granting unto said attorney-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing that they, or either of them, may deem necessary or advisable to be done in connection with this registration statement, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-facts and agents, or either of them, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the indicated capacities as of  November 1, 2017.

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Exhibit 5.1

November 1, 2017

CRA International, Inc.
200 Clarendon Street, T-9
Boston, Massachusetts 02116

Re:                             CRA International, Inc.
Amended and Restated 2006 Equity Incentive Plan, as amended

We are familiar with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by CRA International, Inc., 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 registration by the Company of an additional 400,000 shares (the “Shares”) of its common stock, no par value, that the Company may issue under the CRA International, Inc. Amended and Restated 2006 Equity Incentive Plan, as amended (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 shareholders 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 all 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.

We assume that all of the Shares and other awards to be granted pursuant to the Plan, and all of the Shares to be issued upon the exercise of options, upon the vesting of restricted stock units, or pursuant to other awards to be granted pursuant to the Plan, will be granted and issued in accordance with the applicable terms of the Plan. In addition, we assume that the purchase price of the Shares, or the other consideration received or to be received by the Company for the Shares, will be valid consideration.

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and delivered pursuant to the Plan, including upon the exercise of options, upon the vesting of restricted stock units, or pursuant to other awards granted pursuant to the Plan,

and against the receipt of the purchase price or other consideration therefor, will be validly issued, fully paid and nonassessable.

We express no opinion as to the laws of any state or jurisdiction other than the laws of the Commonwealth of Massachusetts and the federal laws of the United States of America, and 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.

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

This opinion shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section as published in 53 Business Lawyer 831 (May 1998).

This opinion is being delivered solely for the benefit of the Company and such other persons as are entitled to rely upon it pursuant to applicable provisions of the Securities Act. This opinion may not be used, quoted, relied upon or referred to for any other purpose. This opinion may not be used, quoted, relied upon or referred to by any other person, for any purpose, without our prior written consent.

This opinion is given as of the date first set forth above, and we assume no obligation to update this opinion after the date hereof.

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.

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
CRA International, Inc.:

We consent to the use of our reports dated March 15, 2017, with respect to the consolidated balance sheets of CRA International, Inc. as of December 31, 2016 and January 2, 2016, and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three fiscal years in the period ended December 31, 2016, and to the effectiveness of internal control over financial reporting as of December 31, 2016, incorporated herein by reference.