-----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, M8LsDGr8GaBrAG9NnWiOK14GGfckM7UU//WHIY+9W/EJae8V4Y222ObDMtFfmsNx 5vEiBCySstaLEMtYgLCezg== 0001104659-07-002143.txt : 20070111 0001104659-07-002143.hdr.sgml : 20070111 20070111165556 ACCESSION NUMBER: 0001104659-07-002143 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070108 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20070111 DATE AS OF CHANGE: 20070111 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: 07526341 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 a07-1742_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

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 8, 2007

Veritas DGC Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

 

1-7427

 

76-0343152

(State or Other Jurisdiction

 

(Commission

 

(I.R.S. Employer

of Incorporation)

 

File Number)

 

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

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 3.02          Unregistered Sales of Equity Securities.

On various dates from December 18, 2006 through December 21, 2006, holders of $130.5 million in aggregate principal amount of the Floating Rate Convertible Senior Notes Due 2024 (the “Convertible Notes”) issued by Veritas DGC Inc. tendered their Convertible Notes for conversion into cash and common stock of Veritas DGC, par value $0.01 per share (“Common Stock”), in accordance with the terms of the Indenture dated March 3, 2004 (the “Indenture”) between Veritas DGC and U.S. Bank National Association, as trustee, governing the Convertible Notes.  The Convertible Notes are currently convertible into a combination of cash and Common Stock at a fixed conversion price of $24.03, which is equivalent to a conversion ratio of approximately 41.6146 shares of Common Stock per $1,000 principal amount of Convertible Notes.  In general, upon conversion of a Convertible Note, the holder receives cash equal to the principal amount of the Convertible Notes and Common Stock for the Convertible Note’s conversion value in excess of such principal amount.  Under Section 10.02(b) of the Indenture, holders of the Convertible Notes do not become record holders of Common Stock until, at the earliest, the Determination Date.  Under Section 10.14 of the Indenture, the Determination Date is defined as the 10th trading day on the New York Stock Exchange beginning on the second trading day following the day the relevant Convertible Notes are tendered for conversion.  Under the terms of the Indenture, the conversion value of the Convertible Notes and the number of shares of Common Stock issuable to the former holders of the Convertible Notes is not known until the Determination Date.  The following table sets forth the date the Convertible Notes were tendered for conversion, the aggregate principal amount of Convertible Notes tendered for conversion, the date the shares of Common Stock were issued to the former holders of the Convertible Notes, and the number of shares of Common Stock issued upon conversion of the Convertible Notes:

 

Date Convertible Notes
Tendered for
Conversion

 

Aggregate Principal
Amount Tendered for
Conversion

 

Date the Shares
of Common
Stock Issued

 

Number of Shares of
Common Stock
Issued

 

12/18/2006

 

$17,200,000

 

01/08/2007

 

511,294

 

12/19/2006

 

$13,000,000

 

01/09/2007

 

386,195

 

12/20/2006

 

$50,557,000

 

01/10/2007

 

1,500,363

 

12/21/2006

 

$49,743,000

 

01/11/2007

 

1,473,942

 

 

A total of $24.5 million in remaining aggregate principal amount of the Convertible Notes was outstanding as of January 10, 2007.

No consideration was received by Veritas DGC in connection with the conversion of any of the Convertible Notes or the issuance of the Common Stock upon conversion.  Veritas DGC relied upon the exemption from registration set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, in connection with the issuance of such Common Stock.



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:

   January 11, 2007

 

By:

/s/ LARRY L. WORDEN

 

 

 

Name:

 

Larry L. Worden

 

 

 

Title:

 

Vice President, General Counsel and

 

 

 

 

 

Secretary

 


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