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)
| Delaware | 36-2681268 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
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 |
Amount to be registered(1) |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
| Common Stock, $0.01 par value per share (“Common Stock”), issuable under the Second Amended and Restated 2012 Heidrick & Struggles GlobalShare Program (the “Plan”) |
1,550,000 | $38.20(2) | $59,210,000 | $7,372 | ||||
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| (1) | 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. |
| (2) | 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. |
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 Registrant’s 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:
| (a) | the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Commission on March 13, 2018; |
| (b) | the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018, filed with the Commission on May 3, 2018; |
| (c) | the Registrant’s 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; |
| (d) | the Registrant’s 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 Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017; and |
| (e) | the description of the Common Stock, which was included in the Registrant’s Registration Statement on Form S-1, filed with the Commission on March 31, 1999, and was incorporated by reference in the Registrant’s 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”). |
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.
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 5th day of June 2018.
| HEIDRICK & STRUGGLES INTERNATIONAL, INC. | ||
| By: | /s/ Kamau A. Coar | |
| Kamau A. Coar | ||
| General Counsel and Secretary | ||
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.
| Signature |
Title |
Date | ||
| /s/ Krishnan Rajagopalan Krishnan Rajagopalan |
President and Chief Executive Officer, Director (Principal Executive Officer) |
June 5, 2018 | ||
| /s/ Mark R. Harris Mark R. Harris |
Chief Financial Officer (Principal Financial Officer) |
June 5, 2018 | ||
| /s/ Stephen A. Bondi Stephen A. Bondi |
Vice President and Controller (Principal Accounting Officer) |
June 5, 2018 | ||
| /s/ Elizabeth L. Axelrod Elizabeth L. Axelrod |
Director | June 5, 2018 | ||
| /s/ Clare M. Chapman Clare M. Chapman |
Director | June 5, 2018 | ||
| /s/ Gary E. Knell Gary E. Knell |
Director | June 5, 2018 | ||
| /s/ Lyle Logan Lyle Logan |
Director | June 5, 2018 | ||
| /s/ T. Willem Mesdag T. Willem Mesdag |
Director | June 5, 2018 | ||
| /s/ Adam Warby Adam Warby |
Director | June 5, 2018 | ||
| /s/ Tracy R. Wolstencroft Tracy R. Wolstencroft |
Director | June 5, 2018 | ||