8-K 1 h83394e8-k.txt VERITAS DGC INC. - DATED JANUARY 15,2001 1 ================================================================================ 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): January 15, 2001 VERITAS DGC INC. (Exact name of registrant as specified in charter) DELAWARE 1-7427 76-0343152 (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
10300 TOWN PARK DRIVE HOUSTON, TEXAS 77072 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (832) 351-8300 ================================================================================ 2 ITEM 5. OTHER EVENTS. On January 15, 2001, Veritas DGC Inc., a Delaware corporation ("Veritas"), entered into an Agreement and Plan of Merger with Reservoir Characterization Research and Consulting, Inc., a Colorado corporation ("RC(2)"). Under the terms of the agreement, Veritas will acquire RC(2) in exchange for approximately 1,137,500 shares of Veritas common stock. Closing, which is subject to certain conditions, is expected to occur in early February 2001. A copy of the press release announcing the agreement is filed as Exhibit 99 hereto, and is hereby incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99 - Press release of Veritas dated January 16, 2001, announcing the Agreement and Plan of Merger with RC(2). Page 2 3 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. VERITAS DGC INC. Dated: January 18, 2001 /s/ Anthony Tripodo -------------------------- Anthony Tripodo Executive Vice President, Chief Financial Officer and Treasurer Page 3 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 99 Press release of the Company dated January 16, 2001, announcing the Agreement and Plan of Merger with RC(2).