Unassociated Document
As
filed
with the Securities and Exchange Commission on November 13, 2008
Commission
File No. ___________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Hill
International, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation
or organization)
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20-0953973
(IRS
employer
identification
no.)
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303
Lippincott Centre, Marlton, New Jersey
(Address
of principal executive office)
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08053
(Zip
code)
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Hill
International, Inc. 2006 Employee Stock Option Plan
(As
Amended on April 21, 2008)
(Full
title of the plan)
John
Fanelli III
Senior
Vice President and Chief Executive Officer
Hill
International, Inc.
303
Lippincott Centre
Marlon,
New Jersey 08053
(856)
810-6200
(Name,
address, including zip code and telephone number, including area code, of
agent
for
service)
Copies
to:
Steven
D.
Dreyer, Esq.
Arent
Fox
LLP
1675
Broadway
New
York,
New York 10019
(212)
484-3917
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in rule 12b-2 of the Exchange Act.
Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer ý
(Do not check if a
smaller
reporting company)
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Smaller
reporting company o
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Calculation
of Registration Fee
Title
of Each Class
of
Securities to be
Registered
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Amount
to be
Registered
(1) (3)
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Proposed
Maximum
offering
Price per
Share
(2)
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Proposed
Maximum
Aggregate
Offering
Price
(2)
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Amount
of
Registration
Fee
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Common
Stock,
$0.0001
par
value
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1,860,000
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$4.43
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$8,239,800
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$323.82
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(1) Consists
of 1,860,000 additional shares reserved for issuance under the Registrant’s 2006
Employee Stock Option Plan (as amended April 21, 2008). The remaining 1,140,000
shares available for issuance under the Registrant’s 2006 Employee Stock Option
Plan were registered under Registration Statement No. 333-141814.
(2) Estimated
solely for the purpose of calculating the registration fee pursuant to Rules
457(c), (h)(1) and (h)(3), based on the
average of the high and low prices for our Common Stock as reported on the
New
York Stock Exchange on November 10, 2008.
(3) In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate number of shares of
Common Stock that may be offered or issued by reason of stock splits, stock
dividends or similar transactions.
Explanatory
Note
On
September 21, 2006, we registered 1,140,000 shares of our common stock for
issuance under our 2006 Employee Stock Option Plan pursuant to a Registration
Statement on Form S-8 filed with the SEC on September 21, 2006 under Commission
File No. 333-141814.
Pursuant
to this Registration Statement, we are registering an additional 1,860,000
shares of our common stock for issuance under our 2006 Employee Stock Option
Plan (as amended on April 21, 2008).
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item
1. Plan
Information
The
document(s) containing the information specified in Part I of Form S-8 will
be
sent to the participants in the Hill International, Inc. Employee 2006 Employee
Stock Option Plan (as amended on April 21, 2008) as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the “Securities Act”). Such
documents are not being filed with the Securities and Exchange Commission,
but
constitute, along with the documents incorporated by reference into this
Registration Statement, a prospectus that meets the requirements of Section
10(a) of the Securities Act.
Item
2. Registrant
Information and Employee Plan Annual Information
Hill
International, Inc. will furnish without charge to each person to whom the
prospectus is delivered, upon the written or oral request of such person, a
copy
of any and all of the documents incorporated by reference in Item 3 of Part
II
of this Registration Statement, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference to the information
that
is incorporated). Requests should be directed to Hill International, Inc.,
303
Lippincott Centre, Marlton, New Jersey 08053, Attention: General Counsel;
telephone: (856) 810-6200.
PART
II
Information
Required in the Registration Statement
Item
3. Incorporation
of Documents by Reference
The
following documents have been filed by Hill International, Inc., a corporation
organized under the laws of the State of Delaware (the “Company” or the
“Registrant”), with the Securities and Exchange Commission (the “Commission”)
and are incorporated herein by reference:
· |
The
Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2008;
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· |
The
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2008;
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· |
The
definitive proxy statement on Schedule 14A for the Company’s 2008 annual
meeting of stockholders, as filed with the Commission on April 29,
2008.
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· |
The
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2008;
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· |
The
Company’s Annual Report on Form 10-K for the year ended December 31,
2007;
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· |
The
Company’s Current Reports on Form 8-K filed or furnished, as the case may
be, on February 11, 2008, February 21, 2008, March 21, 2008, May
9, 2008,
August 7, 2008, November 6, 2008, November 10, 2008 and November
12,
2008.
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· |
The
description of our common stock contained in the section entitled
“Description of Securities” in the registration statement on Form S-1, as
amended, which was initially filed with the Commission on April 23,
2004.
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Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that
a
statement contained herein (or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not
be
deemed to constitute a part hereof except as so modified or
superseded.
All
documents filed by us pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended subsequent to the filing hereof
and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
Item
4. Description
of Securities
Not
applicable.
Item
5. Interests
of Named Experts and Counsel
Not
applicable.
Item
6. Indemnification
of Directors and Officers
The
Registrant’s amended and restated certificate of incorporation provides that all
directors, officers, employees and agents of the Registrant shall be entitled
to
be indemnified by the Registrant to the fullest extent permitted by Section
145
of the Delaware General Corporation Law.
Paragraph
B of Article Eighth of the Registrant’s certificate of incorporation
provides:
“The
Corporation, to the full extent permitted by Section 145 of the GCL, as amended
from time to time, shall indemnify all persons whom it may indemnify pursuant
thereto. Expenses (including attorneys’ fees) incurred by an officer or director
in defending any civil, criminal, administrative, or investigative action,
suit
or proceeding for which such officer or director may be entitled to
indemnification hereunder shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if
it shall ultimately be determined that he is not entitled to be indemnified
by
the Corporation as authorized hereby.”
The
Registrant’s bylaws provide the power to indemnify its officers, directors,
employees and agents or any person serving at the Registrant’s request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise to the fullest extent permitted by Delaware
law.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to the Registrant’s directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment of expenses incurred or paid by a director,
officer or controlling person in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to the court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Item
7. Exemptions
from Registration Claimed
Not
applicable.
Item
8. Exhibits
4.1
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Amended
and Restated Certificate of Incorporation of the Company (previously
filed
with the Commission as Annex B to the Company’s Definitive Proxy Statement
on Schedule 14A (000-50781) on June 6, 2006 and incorporated herein
by
reference).
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4.2
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Amended
and Restated Bylaws of the Company (previously filed with the Commission
as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2007 on November 13, 2007 and incorporated
herein by reference).
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4.3
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Common
Stock Certificate (previously filed with the Commission as Exhibit
4.2 to
Amendment No. 1 to the Company’s Registration Statement on Form S-1
(333-114816) on April 23, 2004 and incorporated herein by
reference).
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4.4
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Hill
International, Inc. 2006 Employee Stock Option Plan (as amended April
21,
2008) (filed herewith)
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4.5
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Hill
International, Inc. 2007 Restricted Stock Grant Plan (previously
filed
with the Commission as Exhibit 4.4 to the Company’s Registration Statement
on SEC Form S-8 on April 2, 2007 (Commission File No. 333-141814)
and
incorporated herein by reference).
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4.6
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Hill
International, Inc. Employee Stock Purchase Plan (previously filed
with
the Commission as Exhibit 4.4 to the Company’s Registration Statement on
SEC Form S-8 on July 3, 2007 (Commission File No. 333-152145) and
incorporated herein by reference).
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5.1
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Opinion
of Arent Fox LLC, as to the legality of the shares being registered.
(filed herewith)
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23.1
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Consent
of Amper, Politziner & Mattia, LLP (formerly Amper, Politiner &
Mattia, P.C.) (filed herewith)
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23.2
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Consent
of Baker Tilly UK Audit LLP (filed herewith).
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23.3
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Consent
of Arent Fox LLP (filed with Exhibit 5.1).
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24.1
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Power
of Attorney (included in signature page
hereto).
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Item
9. Undertakings.
The
undersigned registrant hereby undertakes:
(A) The
undersigned Registrant hereby undertakes:
(1) To
file,
during the period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement.
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided,
however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange
Act
that are incorporated by reference in the registration statement.
(2) That,
for
the purpose of determining any liability under the Securities Act of 1933,
each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide
offering
thereof.
(3) To
remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
(B) The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is
incorporated by reference in the registration statement shall be deemed to
be a
new registration statement relating to the securities offered therein, and
the
offering of such securities at that time shall be deemed to be the initial
bona
fide
offering
thereof.
(C) Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Hill International, Inc.
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 Township of Marlton, State of New Jersey on November 12,
2008.
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HILL
INTERNATIONAL, INC.
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By: |
/s/ Irvin
E.
Richter
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Irvin
E. Richter
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Chairman
and Chief Executive
Officer
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POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, each of the undersigned constitutes and appoints Irvin
E.
Richter and David L. Richter, and each of them, as attorneys-in-fact and agents,
with full power of substitution and resubstitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
or any registration statement for this offering that is to be effective upon
the
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and
all post-effective amendments thereto, and to file the same, with all exhibits
thereto and all other documents in connection therewith, with the Securities
and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that each of said attorney-in-fact or substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in their capacities.
Name
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Title
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Date
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/s/
Irvin E. Richter
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Chairman
of the Board and Chief
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November
12, 2008
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Irvin
E. Richter
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Executive
Officer
(principal
executive officer)
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/s/
David L. Richter
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President
and Chief Operating
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November
12, 2008
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David
L. Richter
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Officer and
Director |
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/s/
John Fanelli III
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Senior
Vice President and
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November
12, 2008
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John
Fanelli III
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Chief Financial
Officer
(principal financial
and accounting officer)
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/s/
Eric S. Rosenfeld
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Director
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November
12, 2008
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Eric
S. Rosenfeld
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/s/
Alan S. Fellheimer
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Director
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November
12, 2008
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Alan
S. Fellheimer
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/s/
Brian W. Clymer
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Director
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November
12, 2008
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Brian
W. Clymer
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/s/
William J. Doyle
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Director
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November
12, 2008
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William
J. Doyle
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/s/
Arnaud Ajdler
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Director
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November
12, 2008
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Arnaud
Ajdler
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Exhibit
Index
Exhibit
No.
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Description
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Page
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4.1
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Amended
and Restated Certificate of Incorporation of the Company (previously
filed
with the Commission as Annex B to the Company’s Definitive Proxy Statement
on Schedule 14A (000-50781) on June 6, 2006 and incorporated herein
by
reference).
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4.2
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Amended
and Restated Bylaws of the Company (previously filed with the Commission
as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2007 on November 13, 2007 and incorporated
herein by reference).
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4.3
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Common
Stock Certificate (previously filed with the Commission as Exhibit
4.2 to
Amendment No. 1 to the Company’s Registration Statement on Form S-1
(333-114816) on April 23, 2004 and incorporated herein by
reference).
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4.4
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Hill
International, Inc. 2006 Employee Stock Option Plan (as amended on
April
21, 2008)
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4.5
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Hill
International, Inc. 2007 Restricted Stock Grant Plan (previously
filed
with the Commission as Exhibit 4.4 to the Company’s Registration Statement
on SEC Form S-8 on April 2, 2007 (Commission File No. 333-141814)
and
incorporated herein by reference).
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4.6
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Hill
International, Inc. Employee Stock Purchase Plan (previously filed
with
the Commission as Exhibit 4.4 to the Company’s Registration Statement on
SEC Form S-8 on July 3, 2007 (Commission File No. 333-152145) and
incorporated herein by reference).
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5.1
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Opinion
of Arent Fox LLC, as to the legality of the shares being
registered.
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23.1
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Consent
of Amper, Politziner & Mattia, LLP (formerly Amper, Politiner &
Mattia, P.C.)
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23.2
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Consent
of Baker Tilly UK Audit LLP
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23.3
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Consent
of Arent Fox LLP (filed with Exhibit 5.1).
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24.1
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Power
of Attorney (included in signature page hereto).
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