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): August 5, 2004 -------------------------------- 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) ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS. The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. On August 2, 2004, the Registrant issued a press release and on August 3, 2004, held an earnings conference call to discuss its results of operations for the six and three months ended June 30, 2004. A copy of the press release and a transcript of the conference call is furnished with this Form 8-K as Exhibits 99.1 and 99.2. EXHIBIT INDEX Exhibit Number Description ------ ----------- 99.1 Press release dated August 2, 2004 99.2 Transcript of conference call conducted by Registrant on August 3, 2004 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: August 5, 2004 /s/ Tobey J. Russ ----------------------------------------- Tobey J. Russ Chief Executive Officer INDEX TO EXHIBITS Exhibit Number Description ------ ----------- 99.1 Press release dated August 2, 2004 99.2 Transcript of conference call conducted by Registrant on August 3, 2004