UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): March 3, 2004
Veritas DGC Inc.
| Delaware | 001-7427 | 76-0343152 | ||
| (State or other jurisdiction | (Commission File No.) | (IRS Employer | ||
| of incorporation) | Identification No.) |
10300 Town Park
Houston, Texas 77072
(Address of Principal Executive Offices) (Zip Code)
832-351-8300
(Registrant’s Telephone Number, Including Area Code)
| ITEM 5. OTHER EVENTS | ||||||||
| ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| Registration Rights Agreement | ||||||||
| Indenture | ||||||||
| Global Note | ||||||||
| Press Release dated March 3, 2004 | ||||||||
ITEM 5. OTHER EVENTS
On March 3, 2004, Veritas DGC Inc. (the “Registrant”) issued a press release announcing that it has closed its previously announced private offering of $125 million aggregate principal amount of Floating Rate Convertible Senior Notes Due 2024. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including the exhibit hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the securities to be offered and sold. The securities offered and sold have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
| Exhibit No. |
Description |
|
4.1
|
Registration Rights Agreement dated as of March 3, 2004 by and between Veritas DGC Inc. and Deutsche Bank Securities Inc. | |
4.2
|
Indenture dated as of March 3, 2004 by and between Veritas DGC Inc. and U.S. Bank National Association, as trustee. | |
4.3
|
Global Note representing $125,000,00 aggregate principal amount of Floating Rate Convertible Senior Notes Due 2024. | |
99.1
|
Press Release of Veritas DGC Inc. dated as of March 3, 2004 |
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.
| Veritas DGC INC. (Registrant) |
||||
| /s/ Larry L. Worden | ||||
| Larry L. Worden | ||||
| Vice President, General Counsel & Secretary | ||||
Date: March 3, 2004
EXHIBIT INDEX
| Exhibit No. |
Description |
|
4.1
|
Registration Rights Agreement dated as of March 3, 2004 by and between Veritas DGC Inc. and Deutsche Bank Securities Inc. | |
4.2
|
Indenture dated as of March 3, 2004 by and between Veritas DGC Inc. and U.S. Bank National Association, as trustee. | |
4.3
|
Global Note representing $125,000,000 aggregate principal amount of Floating Rate Convertible Senior Notes Due 2024. | |
99.1
|
Press Release of Veritas DGC Inc. dated as of February 26, 2004 |