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): March 18, 2005 -------------------------------- QUANTA CAPITAL HOLDINGS LTD. (Exact name of registrant as specified in its charter) -------------------------------- Commission File Number: 000-50885 BERMUDA N/A (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1 Victoria Street, Fourth Floor Hamilton HM11 Bermuda (Address of principal executive offices and zip code) 441-294-6350 (Registrant's telephone number, including area code) 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On March 18, 2005, Michael J. Murphy commenced transitioning from his position as the Chief Operating Officer of the Registrant to his new role as Chairman of the Office of Strategic Innovation of the Registrant. Mr. Murphy will remain the Deputy Chairman of the Board of Directors of the Registrant. The Registrant has initiated a search for a new chief operating officer. Michael J. Murphy's employment agreement dated July 17, 2003 provides that he shall serve as Deputy Chairman and Chief Operating Officer of the Registrant and that his duties shall not, without his consent, include tasks and responsibilities that would be inconsistent with those of Deputy Chairman and Chief Operating Officer. Mr. Murphy and the Registrant have agreed to replace his title and duties as "Chief Operating Officer" with those of "Chairman of the Office of Strategic Innovation" in an Amendment to Employment Agreement dated March 18, 2005. The remaining material terms of the Employment Agreement remain unchanged. ITEM 5.01 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. See Item 1.01 above. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit Number Description ------ ----------- 10.1 Amendment to Employment Agreement dated as of March 18, 2005 between Quanta Capital Holdings Ltd. and Michael J. Murphy. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. QUANTA CAPITAL HOLDINGS LTD. Date: March 21, 2005 /s/ Tobey J. Russ --------------------------------- Tobey J. Russ Chief Executive Officer