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 30, 2017
CRA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Massachusetts |
| 000-24049 |
| 04-2372210 |
(State or other jurisdiction |
| (Commission |
| (IRS employer |
of incorporation) |
| file number) |
| identification no.) |
200 Clarendon Street, Boston, Massachusetts |
| 02116 |
(Address of principal executive offices) |
| (Zip code) |
Registrant’s telephone number, including area code: (617) 425-3000
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:
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 3.02 Unregistered Sales of Equity Securities.
On January 30, 2017, in connection with our acquisition of C1 Consulting, LLC and its wholly owned Swiss subsidiary, we issued 88,044 shares of our common stock to the former principals of C1. Depending on the achievement of certain milestones, we may issue additional shares to these principals with an aggregate value, based on a trailing average market price of our common stock at the time of such issuance, of up to $2.25 million. For these issuances, we relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving any public offering.
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.
| CRA INTERNATIONAL, INC. | |
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Dated: February 2, 2017 | By: | /s/ Chad M. Holmes |
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| Chad M. Holmes |
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| Chief Financial Officer, Executive Vice President |