8-K

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

July 23, 2003

Date of Report (Date of Earliest Event Reported)

HLM DESIGN, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-14137	56-2018819
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

121 West Trade Street, Suite 2950, Charlotte, North Carolina 28202

(Address of principal executive offices, including zip code)

(704) 358-0779

(Registrant’s telephone number, including area code)

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c) Exhibits

The following exhibits are filed herewith:

99.1	Press Release issued by the Company dated July 23, 2003.
99.2	Letter of the Company to the Company’s employees dated July 23, 2003
99.3	Letter of the Company to the Company’s stockholders dated July 23, 2003

ITEM 9. REGULATION FD DISCLOSURE.

HLM Design, Inc. (the “Company”) today announced that the Securities and Exchange Commission (the “SEC”) granted an order delisting the company from the American Stock Exchange and that it is filing today a Form 15 with the SEC to deregister as a public reporting company. Attached hereto as Exhibits 99.1 through 99.3 are the communications of the Company regarding such delisting and deregistration.

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SIGNATURE

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 thereunto duly authorized.

	HLM DESIGN, INC.
Dated: July 23, 2003	By:	/s/    VERNON B. BRANNON
		Vernon B. Brannon Senior Vice President, Chief Operating Officer and Chief Financial Officer

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EXHIBIT INDEX

99.1	Press Release issued by the Company dated July 23, 2003.
99.2	Letter of the Company to the Company’s employees dated July 23, 2003
99.3	Letter of the Company to the Company’s stockholders dated July 23, 2003

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EX-99.1

Exhibit 99.1

For Immediate Release

Contact:

J. Rossi

Vice President, Marketing/Communications

HLM Design, Inc.

Tel: 704.358.0779

Fax: 704.358.0229

www.hlmdesign.com

SEC Grants Order Delisting HLM Design, Inc.;

HLM Files Form 15 to Deregister as a Public Reporting Company

Charlotte, NC (July23, 2003) – HLM Design, Inc. (Amex: HMD) today announced that the SEC granted an order delisting the company from AMEX. Thereafter, HLM Design, Inc. filed a Form 15 with the Securities and Exchange Commission to deregister as a public reporting company.

After these actions, Joseph M. Harris, AIA, RIBA, Chairman and Chief Executive Officer of HLM Design, Inc. explained, “We believe that delisting and deregistration will permit management to allocate more time and money to revenue producing activities that increase the Company’s performance.”

Firms managed by HLM Design, Inc. provide architecture, engineering, and planning services that enhance the lives of those who use the facilities they design while contributing to the success of their clients’ businesses. Firms managed by HLM Design, Inc. are located in fourteen cities and serve commercial and institutional clients internationally. For additional information, visit the HLM Design website at www.hlmdesign.com.

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EX-99.2

July 23, 2003

To All HLM Design Employees

In June we began the process for HLM Design, Inc. to withdraw from trading on a public exchange (the AMEX) and to deregister with the Securities Exchange Commission (SEC) so that we could avoid some of the regulatory burdens and expenses arising as a result of recent changes to securities laws. As you know, we filed an application with the SEC to delist from the AMEX in June. The SEC granted our application on July 22 and we subsequently applied with the SEC to deregister the Company. This memo is being written to explain to you a little about the delisting and deregistration process and why we think this is the time to do it.

First, an explanation of terms. “Delisting” means the Company’s stock will no longer be traded on the American Stock Exchange (or any other public exchange such as the NASDAQ or NYSE). “Deregister” means that the Company will no longer file reports with the SEC. In connection with the Company’s decision to delist and deregister, we hope to improve the Company’s liquidity by reallocating the money that would have been used in connection with public company obligations (investor relations, compliance requirements, etc.) for use in meeting other financial obligations.

Delisting and deregistration are achieved through filings with the American Stock Exchange and the Securities and Exchange Commission.

The regulatory environment has changed significantly for public companies over the last five years, and particularly over the last year. These changes have greatly increased the cost of doing business as a public company. Our Board of Directors has decided that the costs outweigh the benefits. We understand that a number of other smaller companies have made similar decisions over the last six months or may be considering doing so.

Management and the Board of Directors believe that delisting and deregistering will increase stock value. A publicly-traded company is typically valued at the trading price of its stock. Since the Company will no longer be traded on an exchange, a prospective purchaser of the stock would rely upon different valuation methods. These methods involve analyzing the Company’s historical and current financial performance to predict future financial results and likely returns on investment. In making the decision to delist and deregister, the Board of Directors anticipated that the Company’s valuation under such alternate methods might be more favorable than an analysis based upon the current trading price.

We currently are not engaged in any discussions concerning the sale of the company. Shareholders who do not sell their shares will remain shareholders in the Company. The only difference is that the shares are no longer bought or sold on a public exchange. Purchases and sales, if any, would be in private transaction.

The decision to delist and deregister should not affect our image in the industry. We do not anticipate changing the structure of the firm in connection with the delisting/deregistration decision. The managed firm structure stays the same. We do not anticipate changing day-to-day operations due to the delisting/deregistration decision.

Following the deregistration filing, the Company will no longer make quarterly filings with the SEC.

We addressed the question of whether terminating our status as a public reporting company would be an issue to clients in the reverse when we took HLM Design public five years ago. We found that it was really a non-issue for our clients. Our practice will continue as it is and our goal remains to provide the very best service to our clients.

EX-99.3

July 23, 2003

To our Shareholders:

As many of you are aware, in June HLM Design filed forms with the Securities Exchange Commission (SEC) and the American Stock Exchange (AMEX) seeking to delist from the AMEX. The SEC granted the Company’s request and as of July 23 we were delisted. Following delisting, we filed an additional form to deregister the Company with the SEC (Form 15). Deregistration will relieve the Company from the increasing burden and expense of being a public company in today’s regulatory environment, permitting management to allocate more time and money to revenue producing activities that increase our bottom line.

We believe it is in the best interest of the Company and you, our shareholders, to withdraw from public trading and to seek deregistration. We believe that our valuation will be higher than it has been as a publicly-traded company. A higher valuation will make it easier to pursue the growth strategies that have always been part of our vision for the Company.

Currently, our plans are to continue to have a majority of outside directors on the board. In addition, it is our current plan to have an annual audit and we are exploring periodic valuations, both of which would be prepared by an independent firm. The Company’s managed firm structure will remain the same.

Our commitment to helping our clients succeed, attracting and developing talent, and creating a profitable business environment continues. Our commitment to our shareholders remains steady.

As we move ahead, we would again like to thank you for your continued support and the effort you are making to help us realize our goals.

Sincerely,

Joseph M. Harris, AIA, RIBA

President / CEO