-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V5EuRLDGI6j5dbF+KeKRiKIeUz4aLT0/TQnhKnuOnj8zhf4KvFFF/xxfiGdMnKKC 82cp035G9Rk2DLgk9CxqEg== 0001104659-05-026220.txt : 20050614 0001104659-05-026220.hdr.sgml : 20050614 20050531192321 ACCESSION NUMBER: 0001104659-05-026220 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050531 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050601 DATE AS OF CHANGE: 20050531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERITAS DGC INC CENTRAL INDEX KEY: 0000028866 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 760343152 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07427 FILM NUMBER: 05868765 BUSINESS ADDRESS: STREET 1: 10300 TOWN PARK DR CITY: HOUSTON STATE: TX ZIP: 77072 BUSINESS PHONE: 7135128300 MAIL ADDRESS: STREET 1: 10300 TOWN PARK DR CITY: HOUSTON STATE: TX ZIP: 77072 FORMER COMPANY: FORMER CONFORMED NAME: DIGICON INC DATE OF NAME CHANGE: 19920703 8-K 1 a05-10148_18k.htm 8-K

 

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):  May 31, 2005

 

 

Veritas DGC Inc.
(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-7427

 

76-0343152

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

 

 

10300 Town Park
Houston, Texas

 


77072

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (832) 351-8300

 

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 Material Definitive Agreement.

 

The information set forth under Item 3.03 is incorporated herein by reference.

 

Item 3.03.              Material Modifications of Rights Security Holders.

 

On May 31, 2005, we entered into Amendment No. 1 to Rights Agreement between Veritas DGC Inc. and Mellon Shareholder Services, L.L.C. relating to our Preferred Stock Purchase Rights.  Amendment No. 1 to Rights Agreement primarily eliminates the requirement that certain actions and determinations by the Board of Directors are prohibited unless at the time of such determination there are then in office not less than five Continuing Directors (as defined in the Rights Agreement dated May 15, 1997) and the determination or action in question is also approved by a majority of the Continuing Directors then in office.  Amendment No. 1 to Rights Agreement also amends certain other provisions of the original Rights Agreement, including, among other things, updating the name of the Rights Agent to reflect its current name, clarifying the Rights Agent’s liability, and changing each parties’ notice addresses.

 

Item 9.01               Financial Statements and Exhibits

 

(c)           Exhibit

 

Exhibit No.

 

Description

 

 

 

4.1

 

Rights Agreement between Veritas DGC Inc. and ChaseMellon Shareholder Services, L.L.C. dated as of May 15, 1997. (Exhibit 4.1 to Veritas DGC Inc.’s Current Report on Form 8-K filed May 27, 1997 is incorporated herein by reference.)

 

 

 

4.2

 

Amendment No. 1 to Rights Agreement between Veritas DGC Inc. and Mellon Shareholder Services, L.L.C. dated as of May 31, 2005 (Exhibit 4.2 to Veritas DGC Inc.’s Amendment No. 2 to Registration Statement on Form 8-A filed May 31, 2005 is incorporated herein by reference.)

 

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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.

 

 

 

 

 

 

 

 

 

Date:

May 31, 2005

 

By:

/s/ LARRY L. WORDEN

 

 

Name:

Larry L. Worden

 

Title:

Vice President, General Counsel and

 

 

Secretary

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

4.1

 

Rights Agreement between Veritas DGC Inc. and ChaseMellon Shareholder Services, L.L.C. dated as of May 15, 1997. (Exhibit 4.1 to Veritas DGC Inc.’s Current Report on Form 8-K filed May 27, 1997 is incorporated herein by reference.)

 

 

 

4.2

 

Amendment No. 1 to Rights Agreement between Veritas DGC Inc. and Mellon Shareholder Services, L.L.C. dated as of May 31, 2005 (Exhibit 4.2 to Veritas DGC Inc.’s Amendment No. 2 to Registration Statement on Form 8-A filed May 31, 2005 is incorporated herein by reference.)

 

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