As filed with the Securities and Exchange Commission on June 22, 2020
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)
Third 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
| ||||||||
Title of securities to be registered |
Amount to be |
Proposed maximum offering price per share |
Proposed offering price |
Amount of registration fee | ||||
Common Stock, $0.01 par value per share (Common Stock), issuable under the Third Amended and Restated Heidrick & Struggles 2012 GlobalShare Program (the Plan) |
500,000 | $20.95(2) | $10,475,000 | $1,359.66 | ||||
| ||||||||
|
(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 June 18, 2020, 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 500,000 shares of Common Stock for issuance pursuant to the Plan. The contents of the Registrants Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the Commission) on May 25, 2012 (File No. 333-181712) and June 5, 2018 (File No. 333-225436) relating to the Heidrick & Struggles 2012 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 Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on February 24, 2020; |
(b) | the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the Commission on April 27, 2020; |
(c) | the Registrants Current Reports on Form 8-K, filed with the Commission on March 24, 2020, April 8, 2020 and June 3, 2020; |
(d) | the Registrants Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 21, 2020, but only to the extent that such information was incorporated by reference into the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2019; and |
(e) | the description of Common Stock, filed as Exhibit 4.02 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on February 24, 2020. |
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 Securities Exchange Act of 1934, as amended, 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.
1
2
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 22nd day of June 2020.
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 Kamau A. Coar and Kelly A. Crosier, 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 |
President and Chief Executive Officer, Director |
June 22, 2020 | ||
Krishnan Rajagopalan | ||||
/s/ Mark R. Harris |
Chief Financial Officer |
June 22, 2020 | ||
Mark R. Harris | ||||
/s/ Stephen A. Bondi |
Vice President and Controller |
June 22, 2020 | ||
Stephen A. Bondi | ||||
/s/ Elizabeth L. Axelrod |
Director |
June 22, 2020 | ||
Elizabeth L. Axelrod | ||||
/s/ Laszlo Bock |
Director |
June 22, 2020 | ||
Laszlo Bock | ||||
/s/ Clare M. Chapman |
Director |
June 22, 2020 | ||
Clare M. Chapman | ||||
/s/ Lyle Logan |
Director |
June 22, 2020 | ||
Lyle Logan | ||||
/s/ T. Willem Mesdag |
Director |
June 22, 2020 | ||
T. Willem Mesdag | ||||
/s/ Stacey Rauch |
Director |
June 22, 2020 | ||
Stacey Rauch | ||||
/s/ Adam Warby |
Director |
June 22, 2020 | ||
Adam Warby |
3
Exhibit 5.1
77 WEST WACKER SUITE 3500 CHICAGO, ILLINOIS 60601.1692
TELEPHONE: +1.312.782.3939 FACSIMILE: +1.312.782.8585
June 22, 2020 |
Heidrick & Struggles International, Inc.
233 South Wacker Drive,
Suite 4900
Chicago, Illinois 60606-6303
Re: | Registration Statement on Form S-8 Filed by Heidrick & Struggles International, Inc. |
Ladies and Gentlemen:
We have acted as counsel for Heidrick & Struggles International, Inc., a Delaware corporation (the Company), in connection with the Third Amended and Restated Heidrick & Struggles 2012 GlobalShare Program (the Plan). In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the 500,000 shares (the Shares) of common stock, $0.01 par value per share, of the Company that may be issued or delivered and sold pursuant to the Plan and the authorized forms of stock option, restricted stock or other applicable award agreements thereunder will be, when issued or delivered and sold in accordance with the Plan and such agreements, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan will be in full force and effect at all times at which such Shares are issued or delivered or sold by the Company, and the Company will take no action inconsistent with such resolutions. In rendering the opinion above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the Act). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours, |
/s/ Jones Day |
AMSTERDAM ATLANTA BEIJING BOSTON BRISBANE BRUSSELS CHICAGO CLEVELAND COLUMBUS DALLAS DETROIT DUBAI DÜSSELDORF FRANKFURT HONG KONG HOUSTON IRVINE LONDON LOS ANGELES MADRID MELBOURNE MEXICO CITY MIAMI MILAN MINNEAPOLIS MOSCOW MUNICH NEW YORK PARIS PERTH PITTSBURGH SAN DIEGO SAN FRANCISCO SÃO PAULO SAUDI ARABIA SHANGHAI SILICON VALLEY SINGAPORE SYDNEY TAIPEI TOKYO WASHINGTON
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 and related Prospectus of Heidrick & Struggles International, Inc. of our report dated February 24, 2020, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of Heidrick & Struggles International, Inc., appearing in the Annual Report on Form 10-K of Heidrick & Struggles International, Inc. for the year ended December 31, 2019.
/s/ RSM US LLP |
Chicago, Illinois |
June 22, 2020 |
1
Exhibit 23.2
KPMG LLP
Aon Center
Suite 5500
200 E. Randolph Street
Chicago, IL 60601-6436
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Heidrick & Struggles International, Inc.:
We consent to the use of our report dated March 13, 2018, with respect to Heidrick & Struggles International, Inc.s consolidated statements of comprehensive loss, changes in stockholders equity, and cash flows for the year ended December 31, 2017, and the related notes before the effects of adjustments to retrospectively apply the change in reportable segments described in Note 18, which report appears in the December 31, 2019 annual report on Form 10-K, incorporated herein by reference.
/s/ KPMG LLP
Chicago, Illinois
June 22, 2020
KPMG LLP is a Delaware limited liability partnership and the U.S. member
firm of the KPMG network of independent member firms affiliated with
KPMG International Cooperative (KPMG International), a Swiss entity.
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