Securities Registration (section 12(b)) (8-a12b)
October 15 2018 - 4:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
HUDSON GLOBAL, INC.
(Exact name of registrant as specified
in its charter)
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Delaware
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59-3547281
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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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1325 Avenue of the Americas, New
York, NY 10019
(Address of principal executive offices)
(Zip Code)
Securities to be registered pursuant to Section 12(b)
of the Act:
Title of each class to be so registered
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Name of each exchange on which
each class is to be registered
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Rights to Purchase Series B Junior Participating Preferred Stock
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The NASDAQ Stock Market LLC
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following
box.
ý
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following
box.
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If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box.
¨
Securities Act registration statement or Regulation A offering
statement file number to which this form relates: Not applicable
Securities to be registered pursuant to Section 12(g) of
the Act: Not applicable
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Item 1.
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Description of Registrant’s Securities to be Registered.
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On October 15,
2018, the Board of Directors (the “Board”) of Hudson Global, Inc. (the “Company”) declared a dividend
to the Company’s stockholders of record as of the close of business on October 25, 2018 (the “Record Date”),
for each outstanding share of the Company’s common stock, par value $0.001 per share (“Common Stock”), of one
right (a “Right”) to purchase one one-hundredth of a share of a new series of participating preferred stock of the
Company. The terms of the Rights are set forth in the Rights Agreement, dated as of October 15, 2018 (the “Rights Agreement”),
by and between the Company and Computershare Trust Company, N.A., as rights agent.
The Board entered
into the Rights Agreement in an effort to preserve the value of the Company’s significant U.S. net operating loss carryforwards
(“NOLs”) and other tax benefits. The Company’s ability to utilize its NOLs may be substantially limited if the
Company experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986,
as amended (the “Code”). In general, an “ownership change” would occur if the percentage of the Company’s
ownership by one or more “5-percent shareholders” (as defined in the Code) increases by more than 50 percent over
the lowest percentage owned by such stockholders at any time during the prior three years. The Rights Agreement is designed to
preserve the Company’s tax benefits by deterring transfers of Common Stock that could result in an “ownership change”
under Section 382.
In general terms,
the Rights Agreement imposes a significant penalty upon any person or group that acquires beneficial ownership (as defined under
the Rights Agreement) of 4.99% or more of the outstanding Common Stock without the prior approval of the Board. Any Rights held
by a person or group that acquires a percentage of Common Stock in excess of that threshold are void and may not be exercised.
A detailed description
of the Rights Agreement and the Rights is set forth in the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on October 15, 2018, and is incorporated by reference herein.
Exhibit No.
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Description
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3.1
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Certificate of Designation of Series B Junior Participating Preferred Stock of Hudson Global, Inc. (incorporated
by reference to Exhibit 3.1 to Hudson Global, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on October 15, 2018).
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4.1
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Rights Agreement, dated as of October 15, 2018, by and between Hudson Global, Inc. and Computershare
Trust Company, N.A., as Rights Agent (incorporated by reference to
Exhibit 4.1 to Hudson Global, Inc.’s Current Report on Form
8-K filed with the Securities and Exchange Commission on October 15, 2018).
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SIGNATURES
Pursuant to the
requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned thereto duly authorized.
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HUDSON GLOBAL, INC.
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Dated: October 15, 2018
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By:
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/s/ Jeffrey E. Eberwein
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Name:
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Jeffrey E. Eberwein
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Title:
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Chief Executive Officer
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