SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) Or 13(e)(1)
of the Securities Exchange Act of 1934
CRA International, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, no par value
(Title of Class of Securities)
12618T105
(CUSIP number of class of securities)
Paul A. Maleh
Chief Executive Officer
CRA International, Inc.
200 Clarendon Street
Boston, Massachusetts 02116-5092
Telephone: (617) 425-3000
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
With copies to:
Peter M. Rosenblum, Esq. William R. Kolb, Esq. Stacie S. Aarestad, Esq. Foley Hoag LLP 155 Seaport Blvd. Boston, Massachusetts 02210 (617) 832-1000 | Jonathan D. Yellin, Esq. CRA International, Inc. 200 Clarendon Street Boston, Massachusetts 02116 (617) 425-3000 |
CALCULATION OF FILING FEE | ||
Transaction Valuation* | Amount of Filing Fee** | |
$25,000,000 | $2,727.50 |
* | Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase for not more than $25,000,000 in aggregate of up to 377,358 shares of common stock of CRA International, Inc. at the minimum tender offer price of $66.25 per share in cash. |
** | The amount of the filing fee, calculated pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $109.10 per million dollars of the value of the transaction. |
x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $2,727.50 | Filing Party: CRA International, Inc. | |
Form or Registration No.: Schedule TO-I | Date Filed: March 8, 2021 |
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates: | |
¨ | third-party tender offer subject to Rule 14d-1. |
x | issuer tender offer subject to Rule 13e-4. |
¨ | going-private transaction subject to Rule 13e-3. |
¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (as may be further supplemented or amended from time to time, the "Schedule TO") initially filed by CRA International, Inc., a Massachusetts corporation (the "Company"), on March 8, 2021, pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Company's offer to purchase for cash up to $25,000,000 in value of shares of its common stock, no par value, at a purchase price not less than $66.25 per share nor greater than $76.00 per share, net to the seller in cash, less applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 8, 2021 (the “Offer to Purchase”), and in the related Letter of Transmittal (together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Tender Offer”).
This Amendment No. 1 is being filed to amend and supplement certain provisions of the Schedule TO as set forth herein. Except as amended hereby to the extent specifically provided herein, all terms of the Tender Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment No. 1 by reference.
Item 11. Additional Information
Item 11 of the Schedule TO is hereby amended and supplemented by inserting the following at the end thereof:
On April 6, 2021, the Company issued a press release announcing the preliminary results of the Tender Offer, which expired at 5:00 p.m., Eastern Time, on April 5, 2021. A copy of the press release is filed as Exhibit (a)(6) and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(6) | Press release announcing preliminary results of the tender offer, dated April 6, 2021. |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
CRA INTERNATIONAL, INC. | ||
By: | /s/ Daniel Mahoney | |
Name: Daniel Mahoney | ||
Title: Chief Financial Officer, Executive Vice President and Treasurer |
Dated: April 6, 2021