UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| (Mark one) | |
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended July 4, 2014 | |
| OR | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from ____________ to _____________
Commission file number 1-7567
URS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 94-1381538 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
600 Montgomery Street, 26th Floor | |
| San Francisco, California | 94111-2728 |
| (Address of principal executive offices) | (Zip Code) |
(415) 774-2700
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 4, 2014 |
| Common Stock, $.01 par value | 69,123,739 |
Explanatory Note
This Amendment No.1 on Form 10-Q amends the Form 10-Q filed with the Securities and Exchange Commission on August 12, 2014 solely to correct formatting errors in the XBRL document exhibits.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
| a) | Exhibits |
Incorporated by Reference (Exchange Act Filings Located at File No. 011-07567) | ||||||||||
| Exhibit | Filing | Filed | ||||||||
| Number | Exhibit Description | Form | Exhibit | Date | Herewith | |||||
| 2.1 | Agreement and Plan of Merger, dated as of July 11, 2014, by and among URS Corporation, AECOM Technology Corporation, ACM Mountain I, LLC and ACM Mountain II, LLC. | 8-K | 2.1 | 7/14/2014 | ||||||
| 3.1 | Restated Certificate of Incorporation of URS Corporation, as filed with the Secretary of State of Delaware on September 9, 2008. | 8-K | 3.01 | 9/11/2008 | ||||||
| 3.2 | Bylaws of URS Corporation as amended on February 20, 2014. | 10-K | 3.2 | 3/3/2014 | ||||||
10.1* | Letter Agreement between URS Corporation and Martin M. Koffel, dated as of June 2, 2014. | 8-K | 99.1 | 6/3/2014 | ||||||
10.2* | Third Amendment to Employment Agreement between URS Corporation and H. Thomas Hicks, dated as of June 30, 2014. | 8-K | 99.1 | 6/30/2014 | ||||||
10.3* | Third Amendment to Employment Agreement between URS Corporation and Gary V. Jandegian, dated as of June 30, 2014. | 8-K | 99.2 | 6/30/2014 | ||||||
10.4* | Third Amendment to Employment Agreement between URS Federal Services, Inc. and Randall A. Wotring, dated as of June 30, 2014. | 8-K | 99.3 | 6/30/2014 | ||||||
10.5* | Seventh Amendment to Employment Agreement between URS Corporation and Joseph Masters, dated as of June 30, 2014. | 10-Q | 10.5 | 8/12/2014 | ||||||
10.6* | First Amendment to Amended and Restated Employment Agreement between URS E&C Holdings, Inc. and George L. Nash, Jr. dated as of June 30, 2014. | 10-Q | 10.6 | 8/12/2014 | ||||||
10.7* | Second Amendment to Employment Agreement between URS Corporation and Thomas W. Bishop, dated as of June 30, 2014. | 10-Q | 10.7 | 8/12/2014 | ||||||
10.8* | Third Amendment to Employment Agreement between URS Corporation and Reed N. Brimhall, dated as of June 30, 2014. | 10-Q | 10.8 | 8/12/2014 | ||||||
| * | Represents a management contract or compensatory plan or arrangement. |
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Incorporated by Reference (Exchange Act Filings Located at File No. 011-07567) | ||||||||||
| Exhibit | Filing | Filed | ||||||||
| Number | Exhibit Description | Form | Exhibit | Date | Herewith | |||||
10.9* | Second Amendment to Amended and Restated Employment Agreement between URS Corporation and Susan B. Kilgannon, dated as of June 30, 2014. | 10-Q | 10.9 | 8/12/2014 | ||||||
10.10* | Employment Agreement between URS Corporation and Olga Perkovic, dated as of June 30, 2014. | 10-Q | 10.10 | 8/12/2014 | ||||||
10.11* | Revised Compensatory Arrangement for George L. Nash, Jr. | 10-Q | 10.11 | 8/12/2014 | ||||||
10.12* | URS Corporation Restated Incentive Compensation Plan, as amended and restated May 28, 2014. | 10-Q | 10.12 | 8/12/2014 | ||||||
| 31.1 | Certification of URS Corporation’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | 10-Q | 31.1 | 8/12/2014 | ||||||
| 31.2 | Certification of URS Corporation’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | 10-Q | 31.2 | 8/12/2014 | ||||||
| 32** | Certification of URS Corporation’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 10-Q | 32 | 8/12/2014 | ||||||
| 95 | Mine Safety Disclosure | 10-Q | 95 | 8/12/2014 | ||||||
| 101.INS | XBRL Instance Document. | X | ||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | X | ||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | X | ||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||||||
| * | Represents a management contract or compensatory plan or arrangement. |
| ** | Document has been furnished and not filed and not to be incorporated into any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language included in any such filing. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, URS Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
URS CORPORATION | |||
Dated: August 13, 2014 | By: | /s/ Reed N. Brimhall | |
| Reed N. Brimhall | |||
| Vice President and Chief Accounting Officer | |||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 101.INS | XBRL Instance Document. | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
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