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):
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March
30, 2010
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Hudson
Highland Group,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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0-50129
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59-3547281
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(State
or other
jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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560
Lexington
Avenue
, New
York, New York 10022
(Address
of principal executive offices, including zip code)
(212)
351-7300
(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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01
.
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Other
Events
.
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Public
Offering
On March 30, 2010, Hudson Highland
Group, Inc. (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) by and between the Company and Robert W. Baird &
Co. Incorporated (the “Underwriter”). Pursuant to the Underwriting
Agreement, the Company agreed to sell and the Underwriter agreed to purchase for
resale to the public (the “Public Offering”), subject to the terms and
conditions expressed therein, 4,200,000 shares of the Company’s common stock at
a price per share of $4.35 to the public, less an underwriting discount of $0.26
per share. The Underwriter also has an option for 30 days to purchase
up to 630,000 additional shares of the Company’s common stock at the same price
per share to cover any over-allotments. The Public Offering is
subject to customary closing conditions and is expected to close on April 6,
2010. The foregoing description of the Underwriting Agreement does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, a copy of which is filed herewith as
Exhibit 1.1 and is incorporated herein by reference.
The common stock to be sold pursuant to
the Underwriting Agreement was registered pursuant to an effective shelf
Registration Statement on Form S-3 (Registration No. 333-163605) that the
Company filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended. In connection with the Company filing with
the Securities and Exchange Commission a prospectus supplement, dated March 30,
2010 (the “Prospectus Supplement”), and prospectus, dated December 18, 2009,
relating to the Public Offering described above, the Company is filing Exhibits
5.1 and 23.1 hereto and as part of such Registration Statement an opinion and
consent of Foley & Lardner LLP, legal counsel to the Company, issued to the
Company as to the validity of the shares of the Company’s common stock being
offered in the Public Offering.
On March 31, 2010, the Company also
issued a press release announcing the pricing of the Public
Offering. The Company is filing a copy of such press release as
Exhibit 99.1 hereto, which is incorporated by reference herein.
Recent
Developments
In connection with the Public Offering,
the Company made the following disclosure in the Prospectus
Supplement:
“We are
seeing strong revenue recovery trends in the first quarter of 2010 in the United
Kingdom and China and in the United States legal practice compared to the same
period last year. We continue to benefit from the restructuring
actions we took in 2009.
We expect
our major markets – the United Kingdom, the United States legal practice,
Australia/New Zealand, China, the Netherlands and Belgium – to deliver positive
operating performance for the first quarter of 2010. We expect our
consolidated revenue to be in the range of $173 million to $179 million for the
first quarter of 2010, an increase of 5% to 8% compared to the same period last
year.”
Item
9.01
.
Financial Statements and
Exhibits
.
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d)
Exhibits
. The
following exhibits are being filed herewith:
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(1.1)
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Underwriting
Agreement, dated March 30, 2010, by and between Hudson Highland Group,
Inc. and Robert W. Baird & Co.
Incorporated.
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(5.1)
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Opinion
of Foley & Lardner LLP, dated March 30, 2010.
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(23.1)
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Consent
of Foley & Lardner LLP (contained in Exhibit 5.1
hereto).
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(99.1)
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Press
Release of Hudson Highland Group, Inc. dated March 31,
2010.
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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.
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HUDSON HIGHLAND GROUP,
INC.
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Date: March
31, 2010
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By:
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/s/ Mary
Jane Raymond
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Mary
Jane Raymond
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Executive
Vice President and
Chief
Financial Officer
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HUDSON
HIGHLAND GROUP, INC.
Exhibit
Index to Current Report on Form 8-K
Exhibit
Number
(1.1)
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Underwriting
Agreement, dated March 30, 2010, by and between Hudson Highland Group,
Inc. and Robert W. Baird & Co. Incorporated.
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(5.1)
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Opinion
of Foley & Lardner LLP, dated March 30, 2010.
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(23.1)
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Consent
of Foley & Lardner LLP (contained in Exhibit 5.1 hereto).
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(99.1)
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Press
Release of Hudson Highland Group, Inc. dated March 31, 2010.
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-5-