UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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): February 2, 2007

CRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code:   (617) 425-3000

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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:

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 2.04            Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

On February 2, 2007, the last reported sale price of our Common Stock had equaled or exceeded $50.00 per share for at least 20 of the last 30 trading days during our first fiscal quarter ending February 16, 2007.  Accordingly, pursuant to Section 15.01(a) of the Indenture dated June 21, 2004 between U.S. Bank National Association and us governing our $90 million 2.875% convertible senior subordinated debentures due 2034 (the “Debentures”), the Debentures will be convertible during our second fiscal quarter ending May 11, 2007.

A copy of the press release, dated February 5, 2007, announcing the satisfaction of the market price conversion trigger is filed herewith as Exhibit 99.1 and incorporated by reference herein.

Item 9.01            Financial Statements and Exhibits.

(d)  Exhibits

Number		Title
99.1		Press Release dated February 5, 2007.

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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.

	CRA INTERNATIONAL, INC.
Dated: February 8, 2007	By:	/s/Wayne D. Mackie
		Wayne D. Mackie
		Executive Vice President, Treasurer,
		and Chief Financial Officer

 

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Exhibit Index

Number		Title
99.1		Press Release dated February 5, 2007.

 

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