UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): December 6, 2005
URS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of jurisdiction of incorporation)
| | | |
1-7567
(Commission File No.) | | 94-1381538
(IRS Employer Identification No.) |
600 Montgomery Street, 26th Floor
San Francisco, California 94111-2728
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:(415) 774-2700
Not Applicable
(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 (see General Instruction A.2. below):
| 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 1.01. ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT.
On December 6, 2005, URS Corporation (the “Company”) and affiliates of Blum Capital Partners, L.P. (collectively, the “Blum Affiliates”) entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”) pursuant to which the Blum Affiliates sold to the Underwriter 3,580,907 shares of the Company’s common stock. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to Exhibit 1.1 below, which is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| | 1.1 | | Underwriting Agreement, dated December 6, 2005, by and among URS Corporation, BK Capital Partners IV, L.P., Blum Strategic Partners, L.P., Stinson Capital Partners, L.P., Stinson Capital Partners II, L.P., Stinson Capital Partners (QP), L.P., Stinson Capital Fund (Cayman), Ltd., Stinson Capital Partners S, L.P., Blum Capital Partners, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. |
2.
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: December 7, 2005 | By: | /s/ Reed N. Brimhall | |
| | | Reed N. Brimhall | |
| | | Vice President, Controller and Chief
Accounting Officer | |
3.
EXHIBIT INDEX
| | | |
Exhibit
Number | | Description |
| 1.1 | | Underwriting Agreement, dated December 6, 2005, by and among URS Corporation, BK Capital Partners IV, L.P., Blum Strategic Partners, L.P., Stinson Capital Partners, L.P., Stinson Capital Partners II, L.P., Stinson Capital Partners (QP), L.P., Stinson Capital Fund (Cayman), Ltd., Stinson Capital Partners S, L.P., Blum Capital Partners, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. |
4.
