Filed Pursuant to Rule 424(B)(3)
Registration No. 333-118691
PROSPECTUS SUPPLEMENT NO. 1
(to Prospectus dated November 26, 2004)
Charles River Associates Incorporated
$90,000,000 2.875% Convertible Senior Subordinated Debentures due 2034
2,250,000 Shares of Common Stock Issuable upon Conversion of the Debentures
135,939 Additional Shares of Common Stock
This prospectus supplement supplements the prospectus dated November 26, 2004 of Charles River Associates Incorporated relating to the resale from time to time by selling securityholders of our 2.875% Convertible Senior Subordinated Debentures due 2034 held by certain securityholders and the shares of our common stock issuable upon conversion of the debentures. This prospectus supplement should be read in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus except to the extent that the information provided by this prospectus supplement supersedes the information contained in the prospectus.
See "Risk Factors" beginning on page 8 of the prospectus for a discussion of certain risks that you should consider in connection with an investment in the debentures.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is January 14, 2005
The section of the prospectus entitled "Selling Securityholders" on pages 59-61 of the prospectus is amended and restated in its entirety to read as follows:
The debentures were originally issued by us and sold by J.P. Morgan Securities Inc., Piper Jaffray & Co. and William Blair & Company L.L.C., as the initial purchasers, in a transaction exempt from the registration requirements of the Securities Act to persons reasonably believed by the initial purchasers to be qualified institutional buyers. Selling securityholders, including their transferees, pledgees or donees or their successors, may from time to time offer and sell any or all of the debentures and common stock into which the debentures are convertible.
The debenture holders listed below have represented to us that they purchased the debentures and the common stock issuable upon conversion of the debentures for their own account for investment only and not with a view toward selling or distributing them, except through sales registered under the Securities Act or exemptions. We agreed to file this registration statement to register the resale of the debentures and the common stock. We agreed to prepare and file all necessary amendments and supplements to the registration statement to keep it effective until the date on which the debentures and the common stock issuable upon their conversion no longer qualify as "registrable securities" under the resale registration rights agreement. In addition, pursuant to contractual arrangements with Gordon C. Rausser, a current stockholder, we are required to include for resale pursuant to this prospectus 135,939 shares of common stock held by Mr. Rausser.
The following table shows information with respect to the selling securityholders and the principal amounts of debentures and common stock they beneficially own that may be offered under this prospectus. The information is based on information provided by or on behalf of the selling securityholders. None of the selling securityholders has had any material relationship with us or our affiliates within the past three years.
| |
Debentures |
Common Stock (Issuable Upon Conversion of the Debentures) |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Full Legal Name of Selling Securityholder |
Principal Amount Beneficially Owned Prior to this Offering(1) |
Principal Amount Beneficially Owned After Completion of this Offering(2) |
Shares Beneficially Owned Prior to this Offering(1)(3) |
Shares Beneficially Owned After Completion of this Offering(2) |
||||||
| Advent Convertible Master (Cayman) LP | $ | 3,701,000 | $ | 0 | 92,525 | 0 | ||||
| Alpha U.S. Sub Fund 4 LLC | 141,000 | 0 | 3,525 | 0 | ||||||
| Barclays Global Investors Diversified Alpha Plus Funds | 1,124,000 | 0 | 28,100 | 0 | ||||||
| BNP Paribas Equity Strategies, SNC (4) | 1,935,000 | 0 | 49,645 | 1,270 | ||||||
| CNH CA Master Account L.P. | 1,000,000 | 0 | 25,000 | 0 | ||||||
| Context Convertible Arbitrage Fund, LP | 900,000 | 0 | 22,500 | 0 | ||||||
| Context Convertible Arbitrage Offshore, LTD | 2,700,000 | 0 | 67,500 | 0 | ||||||
| CooperNeff Convertible Strategies (Cayman) Master Fund, LP | 1,885,000 | 0 | 47,125 | 0 | ||||||
| DBAG London | 5,192,000 | 0 | 129,800 | 0 | ||||||
| DKR SoundShore Opportunity Holding Fund ltd. | 1,750,000 | 0 | 43,750 | 0 | ||||||
| Fore Convertible Master Fund, Ltd | 3,372,000 | 0 | 84,300 | 0 | ||||||
| Fore Credit Master Fund, Ltd | 500,000 | 0 | 12,500 | 0 | ||||||
| Fore Plan Asset Fund, Ltd | 320,000 | 0 | 8,000 | 0 | ||||||
| Forest Fulcrum Fund, L.P. | 922,000 | 0 | 23,050 | 0 | ||||||
| Forest Global Convertible Fund, Ltd, Class A-5 | 2,615,000 | 0 | 65,375 | 0 | ||||||
| Forest Multi-Strategy Master Fund SPC, on behalf of its Multi-Strategy Segregated Portfolio | 680,000 | 0 | 17,000 | 0 | ||||||
| Grace Convertible Arbitrage Fund, Ltd. | 3,500,000 | 0 | 87,500 | 0 | ||||||
| |
Debentures |
Common Stock (Issuable Upon Conversion of the Debentures) |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Full Legal Name of Selling Securityholder |
Principal Amount Beneficially Owned Prior to this Offering(1) |
Principal Amount Beneficially Owned After Completion of this Offering(2) |
Shares Beneficially Owned Prior to this Offering(1)(3) |
Shares Beneficially Owned After Completion of this Offering(2) |
||||||
| Guggenheim Portfolio Company VIII (Cayman) Ltd | $ | 560,000 | $ | 0 | 14,000 | 0 | ||||
| HFR Arbitrage Fund | 238,000 | 0 | 5,950 | 0 | ||||||
| HFR CA Global Opportunity Master Trust | 1,168,000 | 0 | 29,200 | 0 | ||||||
| HFR RVA Select Performance Master Trust | 93,000 | 0 | 2,325 | 0 | ||||||
| Highbridge International LLC | 8,000,000 | 0 | 200,000 | 0 | ||||||
| JP Morgan Securities Inc. | 8,775,000 | 0 | 219,375 | 0 | ||||||
| KBC Convertible Arbitrage Fund | 450,000 | 0 | 11,250 | 0 | ||||||
| KBC Convertible Opportunities | 900,000 | 0 | 22,500 | 0 | ||||||
| KBC Convertibles Mac 28 Limited | 70,000 | 0 | 1,750 | 0 | ||||||
| KBC Financial Products USA Inc. | 2,000,000 | 0 | 50,000 | 0 | ||||||
| KBC Multi Strategy Arbitrage Ltd | 1,030,000 | 0 | 25,750 | 0 | ||||||
| Laurel Ridge Capital, LP | 500,000 | 0 | 12,500 | 0 | ||||||
| LLT Limited | 457,000 | 0 | 11,425 | 0 | ||||||
| Lyxor | 358,000 | 0 | 8,950 | 0 | ||||||
| Lyxor/Context Fund LTD | 475,000 | 0 | 11,875 | 0 | ||||||
| Lyxor/Convertible Arbitrage Fund Limited | 345,000 | 0 | 8,625 | 0 | ||||||
| Lyxor/Forest Fund Limited | 2,685,000 | 0 | 67,125 | 0 | ||||||
| Man Convertible Bond Master Fund, Ltd. | 2,717,000 | 0 | 67,925 | 0 | ||||||
| Man Mac 1 Limited | 1,248,000 | 0 | 31,200 | 0 | ||||||
| McMahon Securities Co. L.P. | 1,500,000 | 0 | 37,500 | 0 | ||||||
| Melody Aim Limited | 50,000 | 0 | 1,250 | 0 | ||||||
| National Bank of Canada | 300,000 | 0 | 7,500 | 0 | ||||||
| Polaris Vega Fund L.P. | 4,350,000 | 0 | 108,750 | 0 | ||||||
| Royal Bank of Canada | 300,000 | 0 | 7,500 | 0 | ||||||
| Singlehedge US Convertible Arbitrage Fund | 440,000 | 0 | 11,000 | 0 | ||||||
| Sphinx Convertible Arbitrage SPC | 1,286,000 | 0 | 32,150 | 0 | ||||||
| St. Thomas Trading, Ltd. | 2,533,000 | 0 | 63,325 | 0 | ||||||
| Sturgeon Limited | 395,000 | 0 | 9,875 | 0 | ||||||
| Sunrise Partners Limited Partnership | 9,150,000 | 0 | 228,750 | 0 | ||||||
| Tribeca Investments Ltd. | 3,000,000 | 0 | 75,000 | 0 | ||||||
| UBS AG London-f/b/o HFS | 3,000,000 | 0 | 75,000 | 0 | ||||||
| UBS O'Connor LLC f/b/o O'Connor Global Convertible Arbitrage Master Ltd. | 5,000,000 | 0 | 125,000 | 0 | ||||||
| Univest Convertible Arbitrage Fund II LTD (Norshield) | 125,000 | 0 | 3,125 | 0 | ||||||
| Xavex Convertible Arbitrage 4 Fund | 260,000 | 0 | 6,500 | 0 | ||||||
| Zurich Institutional Benchmarks Master Fund Ltd. | 1,210,000 | 0 | 30,250 | 0 | ||||||
| Gordon C. Rausser (5) | 0 | 0 | 226,939 | 91,000 | ||||||
However, for purposes of this table, we have assumed that, after completion of the offering, none of the debentures or shares covered by this prospectus will be held by the selling securityholders.