<PAGE> 1
================================================================================
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): OCTOBER 5, 2000
VERITAS DGC INC.
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-7427 76-0343152
(State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
3701 KIRBY DRIVE, SUITE #112
HOUSTON, TEXAS 77098
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 512-8300
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS.
On October 5, 2000, we entered into an underwriting agreement with
Goldman, Sachs & Co., Dain Rauscher Wessels and Simmons & Company International,
relating to the underwritten public offering of 3,000,000 shares of our common
stock, plus up to 450,000 additional shares that the underwriters may, at their
option, purchase to cover over-allotments. The offering is made pursuant to a
prospectus supplement we filed with the Securities and Exchange Commission on
October 5, 2000, which forms a part of our effective Registration Statement on
Form S-3 (Reg. No. 333-86247). This Form 8-K is filed to incorporate the
exhibits hereto into that registration statement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
1-A Underwriting Agreement, dated October 5, 2000, among Veritas,
Goldman, Sachs & Co., Dain Rauscher Wessels and Simmons &
Company International.
1-B Pricing Agreement dated October 5, 2000 among, Veritas DGC
Inc. and Goldman, Sachs & Co., Dain Rauscher Wessels and
Simmons & Company International.
5-A Opinion of Fulbright & Jaworski L.L.P. re legality of the
securities offered.
99-A Press Release dated October 5, 2000.
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.
Dated: October 5, 2000 By: /s/ Anthony Tripodo
------------------------------------
Anthony Tripodo,
Executive Vice President, Chief
Financial Officer and Treasurer
Page 2
