8-K

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):  December 30, 2015

HILL INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-33961	20-0953973
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Commerce Square 2005 Market Street, 17th Floor Philadelphia, PA	19103
(Address of principal executive offices)	(Zip Code)

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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 - Other Events.

On December 30, 2015, Hill International, Inc. (the “Company”) responded to a letter from DC Capital Partners, LLC regarding an offer to acquire the Company.

A copy of the Company’s response letter, which is incorporated herein by reference, is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 - Financial Statements and Exhibits.

(d)           Exhibits

99.1        Letter to DC Capital Partners, LLC dated December 30, 2015.

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.

	HILL INTERNATIONAL, INC.
	By:	/s/ William H. Dengler, Jr.
	Name:	William H. Dengler, Jr.
Dated: December 30, 2015	Title:	Senior Vice President and General Counsel

2

EX-99.1

Exhibit 99.1

Hill International

Hill International, Inc.

One Commerce Square

2005 Market Street, 17th Floor

Philadelphia, PA 19103

Tel: 215-309-7700

www.hillintl.com

David L. Richter

President and Chief Executive Officer

Tel: 215-309-7701

davidrichter@hillintl.com

December 30, 2015

Via E-Mail

Thomas J. Campbell

President

DC Capital Partners, LLC

11 Canal Center Plaza, Suite 350

Alexandria, VA 22314

Dear Tom:

I am writing to you at the direction of the Board of Directors (the “Board”) of Hill International, Inc. (“Hill”) in response to your letter dated December 16, 2015. The Board met earlier this week and, among other things, discussed your letter. The Board was not prepared to make any decision at this time, but directed me to advise you that they will be meeting again in late January and you should expect to hear back from them at that time.

Best regards,

HILL INTERNATIONAL, INC.

/s/ David L. Richter

David L. Richter

President and Chief Executive Officer