Current Report Filing (8-k)
February 12 2021 - 5:23PM
Edgar (US Regulatory)
0001287808
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0001287808
2021-02-01
2021-02-01
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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): February 1, 2021
HILL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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000-33961
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20-0953973
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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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One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, PA
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19103
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (215) 309-7700
(Former name or former address, if changed
since last report)
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:
¨ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001
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HIL
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New York Stock Exchange (NYSE)
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨
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 13(a) of the Exchange Act. ¨
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on December 5, 2018, Hill International, Inc.
(the “Company”) entered into a Board Observer and Standstill Agreement (the “Agreement”) with Richter Capital
LLC and David L. Richter (collectively, the “Richter Group”), pursuant to which the Richter Group agreed to certain
standstill provisions and the Company agreed to appoint Mr. Richter as an observer to the Company’s Board of Directors
(the “Board”).
As a result of a professional conflict, on
February 1, 2021, Mr. Richter delivered a notice of termination of the Agreement to the Company. Mr. Richter
is therefore no longer an observer to the Board and the Agreement has been terminated, provided that the Richter Group must
comply with certain post-termination obligations (such as confidentiality, standstill and non-compete/non-solicit provisions)
for applicable time periods.
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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HILL INTERNATIONAL, INC.
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By:
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/s/ William H. Dengler, Jr.
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Name:
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William H. Dengler, Jr.
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Dated: February 12, 2021
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Title:
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Chief Administrative Officer, Executive Vice President and Corporate Secretary
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