Securities Registration: Employee Benefit Plan (s-8)
June 05 2018 - 4:15PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 5, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
HEIDRICK & STRUGGLES
INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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36-2681268
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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233 South Wacker Drive
Suite 4900
Chicago,
Illinois 60606-6303
(Address of Principal Executive Offices)(Zip Code)
Second Amended and Restated Heidrick & Struggles
2012 GlobalShare Program
(Full title of the plan)
Kamau A. Coar
General
Counsel and Secretary
233 South Wacker Drive
Suite 4900
Chicago,
Illinois 60606-6303
(312) 496-1200
Copy to:
Bradley C. Brasser
Jones Day
77 West Wacker
Drive
Suite 3500
Chicago, Illinois 60601-1692
(312) 782-3939
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, $0.01 par value per share (
Common
Stock
), issuable under the Second Amended and Restated 2012 Heidrick & Struggles GlobalShare Program (the
Plan
)
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1,550,000
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$38.20(2)
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$59,210,000
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$7,372
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
Securities Act
), this Registration Statement also covers an indeterminate number of additional shares to be offered or
sold pursuant to the Plan by reason of any stock split, reverse stock split, split up,
spin-off,
or other distribution of stock or property of the Registrant, combination or exchange of shares or Common Stock,
dividend in kind, or other like change in capital structure.
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(2)
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Pursuant to Rule 457(h) of the Securities Act, the proposed maximum offering price is estimated solely for the purpose of calculating the amount of the registration fee. The offering price per share and aggregate
offering price are based upon the average of the high and low prices for the Common Stock as reported on The Nasdaq Stock Market on May 31, 2018, in accordance with Rule 457(c) of the Securities Act.
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EXPLANATORY NOTE
This Registration Statement on Form
S-8
(this
Registration Statement
) is
being filed by the Registrant pursuant to General Instruction E of Form
S-8
under the Securities Act to register an additional 1,550,000 shares of Common Stock for issuance pursuant to the Plan. The contents
of the Registrants Registration Statement on Form
S-8
filed with the Securities and Exchange Commission (the
Commission
) on May 25, 2012 (File
No. 333-181712)
relating to the 2012 Heidrick & Struggles GlobalShare Program are incorporated by reference into this Registration Statement, including all attachments and exhibits thereto, except to
the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration Statement:
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(a)
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the Registrants Annual Report on Form
10-K
for the fiscal year ended December 31, 2017, filed with the Commission on March 13, 2018;
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(b)
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the Registrants Quarterly Report on Form
10-Q
for the fiscal quarter ended March 31, 2018, filed with the Commission on May 3, 2018;
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(c)
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the Registrants Current Reports on Form
8-K,
filed with the Commission on January 5, 2018, January 10, 2018, February 5, 2018, March 21, 2018 and
May 29, 2018;
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(d)
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the Registrants Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 24, 2018, but only to the extent that such information was incorporated by reference into the Registrants
Annual Report on Form
10-K
for the fiscal year ended December 31, 2017; and
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(e)
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the description of the Common Stock, which was included in the Registrants Registration Statement on Form
S-1,
filed with the Commission on March 31, 1999, and was
incorporated by reference in the Registrants Registration Statement on Form
8-A,
filed with the Commission on April 21, 1999, pursuant to Section 12(g) of the Securities Exchange Act of 1934,
as amended (the
Exchange Act
).
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In addition, all reports and documents filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.
Any statement contained in the documents incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed
to be modified, superseded or replaced for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference in
this Registration Statement modifies, supersedes or replaces such statement. Any such statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration
Statement.
Nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed with the Commission,
unless the Registrant explicitly provides otherwise.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form
S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on
this 5
th
day of June 2018.
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HEIDRICK & STRUGGLES INTERNATIONAL, INC.
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By:
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/s/ Kamau A. Coar
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Kamau A. Coar
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General Counsel and Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, the undersigned hereby constitute and appoint Mark R. Harris and Kamau A. Coar, and each of them, his or
her true and lawful
attorney-in-fact
and agent, each with full power of substitution and resubstitution, and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, or any related registration statement filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to
do so and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact
and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
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Signature
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Title
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Date
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/s/ Krishnan Rajagopalan
Krishnan Rajagopalan
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President and Chief Executive Officer, Director
(Principal Executive Officer)
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June 5, 2018
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/s/ Mark R. Harris
Mark R. Harris
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Chief Financial Officer
(Principal Financial
Officer)
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June 5, 2018
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/s/ Stephen A. Bondi
Stephen A. Bondi
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Vice President and Controller
(Principal
Accounting Officer)
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June 5, 2018
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/s/ Elizabeth L. Axelrod
Elizabeth L. Axelrod
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Director
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June 5, 2018
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/s/ Clare M. Chapman
Clare M. Chapman
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Director
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June 5, 2018
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/s/ Gary E. Knell
Gary E. Knell
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Director
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June 5, 2018
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/s/ Lyle Logan
Lyle Logan
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Director
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June 5, 2018
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/s/ T. Willem Mesdag
T. Willem Mesdag
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Director
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June 5, 2018
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/s/ Adam Warby
Adam Warby
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Director
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June 5, 2018
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/s/ Tracy R. Wolstencroft
Tracy R. Wolstencroft
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Director
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June 5, 2018
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