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):
|
March 18, 2004
|
|
Hudson Highland Group, Inc.
|
| (Exact name of registrant as specified in its charter) |
|
|
|
Delaware
|
0-50129
|
59-3547281
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
|
622 Third Avenue, New York, New York 10017
|
| (Address of principal executive offices, including zip code) |
|
212-351-7300
|
| (Registrant’s telephone number, including area code) |
| Item 5. |
Other Events and
Regulation FD Disclosure. |
| |
On
March 18, 2004, Hudson Highland Group, Inc. (the “Company”) agreed to sell
1,273,885 shares of its common stock at a price of $23.55 per share to the public in a
public offering through Robert W. Baird & Co. Incorporated and William Blair &
Company, L.L.C. The public offering of the shares is expected to close on March 23, 2004.
The
net proceeds from the offering will be approximately $27.9 million. The Company will use
the net proceeds from the offering to fund working capital needs and future growth of
staffing operations worldwide, to fund operational efficiency improvements, to fund new
growth opportunities and for other general corporate purposes.
The
common stock was registered pursuant to a Registration Statement on Form S-3 (Registration
No. 333-110765) that the Company filed with the Securities and Exchange Commission
relating to the public offering, pursuant to Rule 415 of the Securities Act of 1933, as
amended (the “Securities Act”), of up to an aggregate of $25,000,000 of
securities of the Company and an additional Registration Statement on Form S-3
(Registration No. 333-113703) filed pursuant to Rule 462(b) of the Securities Act
relating to an additional aggregate amount of $4,999,992 of securities of the Company. In connection
with the Company filing with the Securities and Exchange Commission a definitive
prospectus supplement, dated March 18, 2004, and prospectus, dated December 4, 2003,
relating to the public offering of common stock described above, the Company is filing
certain exhibits as part of this Current Report on Form 8-K. See “Item 7. Financial
Statements and Exhibits.” |
| Item 7. |
Financial Statements and Exhibits. |
| |
(c) |
Exhibits.
The following exhibits are being filed herewith: |
| |
(1) |
Underwriting Agreement, dated March 18, 2004, among Hudson Highland Group, Inc.
and Robert W. Baird & Co. Incorporated and William Blair & Company,
L.L.C. |
| |
(5) |
Opinion of Foley & Lardner LLP, March 18, 2004. |
| |
(23) |
Consent of Foley & Lardner LLP (contained in Exhibit (5) hereto). |
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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.
|
HUDSON HIGHLAND GROUP, INC.
|
| Date: March 18, 2004 |
By: |
/s/ Latham Williams
|
|
|
Latham Williams
Vice President, Legal Affairs and
Administration and Corporate Secretary
|
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HUDSON HIGHLAND GROUP,
INC.
FORM 8-K
EXHIBIT INDEX
| (1) |
Underwriting
Agreement, dated March 18, 2004, among Hudson Highland Group, Inc. and
Robert W. Baird & Co. Incorporated and William Blair & Company,
L.L.C. |
| (5) |
Opinion
of Foley & Lardner LLP, dated March 18, 2004. |
| (23) |
Consent
of Foley & Lardner LLP (contained in Exhibit (5) hereto). |
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