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): October 3, 2003
URS Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| | | |
1-7567
(Commission File No.) | | 94-1381538
(I.R.S. Employer Identification No.) |
600 Montgomery Street, 25th Floor
San Francisco, California 94111-2727
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:(415) 774-2700
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TABLE OF CONTENTS
Item 5. Other Events.
On September 24, 2003, URS Corporation (the “Company”) and one of its stockholders, The Carlyle Group, through its affiliate TCG Holdings, L.L.C. (“TCG Holdings”), entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC and Lehman Brothers Inc., as representatives of the several underwriters named in Schedule II to the Underwriting Agreement (collectively, the “Underwriters”), pursuant to which TCG Holdings issued and sold to the Underwriters 7,064,033 shares of the Company’s common stock. The Company has granted to the Underwriters an option to purchase up to 1,059,605 shares of common stock to cover over-allotments, if any (the “Over-allotment Shares”). On October 1, 2003, the Underwriters exercised their option to purchase 480,305 of the Over-allotment Shares, which purchase was effected on October 3, 2003.
Attached as Exhibit 5.1 to this Form 8-K is the opinion of Cooley Godward LLP relating to the legality of the Over-allotment Shares to be issued and sold to the Underwriters.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
| | 5.1 | | Opinion of Cooley Godward LLP. |
| |
| | 23.1 | | Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1 |
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SIGNATURE
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, thereunto duly authorized.
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| | | URS CORPORATION |
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| Dated: October 3, 2003 | | By: | | /s/ Joseph Masters |
| | | | |
|
| | | | | Joseph Masters
Vice President and General Counsel |
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EXHIBIT INDEX
| | | |
| Exhibit | | |
| Number | | Description |
| |
|
| 5.1 | | Opinion of Cooley Godward LLP. |
| | | |
| 23.1 | | Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1 |
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