UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Amendment
No. 3
HILL
INTERNATIONAL, INC.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
431466
10 1
(CUSIP
Number)
Irvin
E. Richter
Chairman
and Chief Executive Officer
c/o
Hill International, Inc.
303
Lippincott Centre
Marlton,
NJ 08053
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
November
21, 2008
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o.
Note. Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE
13D/A
(Amendment
No. 3)
CUSIP
No. 431466 10 1
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Page 2 of
10 Pages
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1
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NAMES
OF REPORTING PERSONS
Irvin
E. Richter
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE
VOTING POWER
8,732,305
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8
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SHARED
VOTING POWER
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9
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SOLE
DISPOSITIVE POWER
8,732,305
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10
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SHARED
DISPOSITIVE POWER
None
(see footnote 1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,732,305
(see footnote 1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE
OF REPORTING PERSON
IN
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1 For purposes
of Section 13(d) of the Act, Irvin E. Richter may be deemed to beneficially own
an aggregate of 12,597,618 shares of common stock of the issuer consisting of
(a) 8,732,305 shares of common stock held by Mr. Richter directly, and (b)
3,865,313 shares of common stock held by David L. Richter. Each of Messrs. Irvin
E. Richter and David L. Richter is an officer and a director of the Issuer.
David L. Richter is a son of Irvin E. Richter. Mr. Irvin E. Richter disclaims
beneficial ownership of any shares of common stock held by Mr. David L.
Richter.
2 Based upon
40,102,473 shares of Issuer’s common stock which the Reporting Person has reason
to believe were outstanding on December 4, 2008.
SCHEDULE
13D/A
(Amendment
No. 3)
CUSIP
No. 431466 10 1
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Page 3 of
10 Pages
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1
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NAMES
OF REPORTING PERSONS
David
L. Richter
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE
VOTING POWER
3,865,313
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8
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SHARED
VOTING POWER
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9
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SOLE
DISPOSITIVE POWER
3,865,313
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10
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SHARED
DISPOSITIVE POWER
None
(see footnote 3)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,865,313
(see footnote 3)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
(see footnote 2)
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14
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TYPE
OF REPORTING PERSON
IN
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3 For
purposes of Section 13(d) of the Act, David L. Richter may be deemed to
beneficially own an aggregate of 12,597,618 shares of common stock of the issuer
consisting of (a) 3,865,313 shares of common stock held by Mr. Richter directly,
and (b) 8,732,305 shares of common stock held by Irvin E. Richter. Each of
Messrs. Irvin E. Richter and David L. Richter is an officer and director of the
Issuer. David L. Richter is a son of Irvin E. Richter. Mr.David L. Richter
disclaims beneficial ownership of any shares of common stock held by Mr. Irvin
E. Richter.
SCHEDULE
13D/A
(Amendment
No. 3)
CUSIP
No. 431466 10 1
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Page 4 of
10 Pages
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This
Amendment No. 3 amends and supplements the Schedule 13D filed by Irvin E.
Richter with the Securities and Exchange Commission (the “Commission”) on July 10, 2006
(the “Initial 13D
Filing”), as amended and supplemented by Amendment No. 1 to the
Initial 13D Filing filed with the Commission on April 6, 2007 and Amendment
No. 2 to the Initial 13D Filing filed with the Commission on December 5,
2007 (the Initial 13D Filing, as amended and supplemented by the foregoing
amendments thereto, are hereinafter collectively referred to as, the “Schedule 13D”), relating to
the common stock, $0.0001 par value per share, of Hill International, Inc., a
Delaware corporation (the “Issuer”). Initially
capitalized terms used herein that are not otherwise defined herein shall have
the same meanings attributed to them in the Schedule 13D. Except as
expressly provided for herein, all Items of the Schedule 13D remain
unchanged.
The
Initial 13D Filing identified as Reporting Persons Messrs. Irvin E. Richter,
David L. Richter, Brady H. Richter and Stuart S. Richter. Such
persons were included therein as members of an expressly affirmed
group. Notwithstanding the fact that each of such persons expressly
disclaimed beneficial ownership of the shares of the Issuer’s common stock held
by the other persons, and only Messrs. Irvin E. Richter and David L. Richter
were senior executives and directors of the Issuer, all of such persons elected
to be included in the Initial 13D Filing because, among other things, all of
them were parties to the voting agreement identified in Item 4 of the Schedule
13D.
By reason
of the expiration of that voting agreement, none of such persons is considered
by the Filers identified in Item 2 of this Schedule 13D/A to be part
of a group, and this Schedule 13D/A has been filed by the Filers as a
joint filing pursuant to Rule 13d–1(k)(1) promulgated by the Commission under
the Act.
Item
2. Identity and Background.
This
Schedule 13D/A is filed by Messrs. Irvin E. Richter and David L. Richter
(collectively, the “Filers”). The business address of the Filers is c/o Hill
International, Inc., 303 Lippincott Centre, Marlton, New Jersey
08053. Irvin E. Richter is a director and is the Chairman and Chief
Executive Officer of the Issuer. He is the father of David L.
Richter. David L. Richter is a director and is the President and
Chief Operating Officer of the Issuer.
During
the last five years none of the Filers has been (1) convicted in a criminal
proceeding or (2) a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Each of
the Filers is a citizen of the United States.
SCHEDULE
13D/A
(Amendment
No. 3)
CUSIP
No. 431466 10 1
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Page 5 of
10 Pages
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Item
3. Source and Amount of Funds or Other Consideration.
Item 3 is
hereby amended and restated in its entirety to read as follows:
On June
28, 2006, in a private placement transaction and pursuant to the Agreement and
Plan of Merger, by and among Hill International, Inc., Arpeggio Acquisition
Corporation and Messrs. Irvin E. Richter, David L. Richter and Brady H. Richter
(the “Merger Agreement”), the Filers acquired their shares of the Issuer in
exchange for their shares of Hill International, Inc. a Delaware corporation
(“Old Hill”). Pursuant to the Merger Agreement, Old Hill merged with Arpeggio
Acquisition Corporation, and Arpeggio Acquisition Corporation was the surviving
company of the merger. Immediately upon consummation of the merger Arpeggio
Acquisition Corporation changed its name to Hill International, Inc. (“New Hill”
or the “Issuer”). On the date of the merger, a number of the shares of common
stock of New Hill owned by the Filers were acquired pursuant to the merger
transaction in exchange for their shares of Old Hill.
On April
6, 2007, pursuant to earn-out rights arising under the Merger Agreement, the
Issuer issued a total of 2,300,000 shares of its common stock (the “2006
Earn-Out Shares”), which amount included an aggregate of 1,812,217 shares issued
to the Filers. The 2006 Earn-Out shares which were issued to the Filers
constitute part of the consideration for the shares of Old Hill that the Filers
exchanged in the merger.
On
October 23, 2007, the Issuer announced the redemption of its outstanding
warrants for the purchase of its common stock. In connection with the redemption
of the warrants and prior thereto, 13,575,601 warrants were exercised, each for
one share of common stock. The final settlement date for the exercise of the
warrants was November 28, 2007. The Issuer’s issuance of the 13,575,601 shares
of common stock reduced the percentage of the class of common stock that is
owned by the Filers.
On April
4, 2008, pursuant to the earn-out rights arising under the Merger Agreement, the
Company issued a total of 2,300,000 shares of its common stock (the “2007
Earn-Out Shares”), which amount included an aggregate of 1,812,217 shares issued
to the Filers. The 2007 Earn-Out shares which were issued to the Filers
constitute part of the consideration for the shares of Old Hill that the Filers
exchanged in the merger.
Item
4. Purpose of Transaction.
Item 4 is
hereby amended and restated in its entirety to read as follows:
The
Filers acquired the shares of common stock of the Issuer for investment
purposes. The Filers may in the future be awarded stock pursuant to future
earn-out awards, or they may be awarded stock or options to purchase stock of
the Issuer pursuant to compensatory incentive plans of the Issuer. For a
description of the June 28, 2006 merger transaction, reference is made to the
disclosure in the Current Report on Form 8-K (File no. 000-50781) filed by the
Issuer with the Commission on July 5, 2006, which is incorporated herein by
reference.
SCHEDULE
13D/A
(Amendment
No. 3)
CUSIP
No. 431466 10 1
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Page 6 of
10 Pages
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Concurrently
with the closing of the merger, Messrs. Irvin E. Richter, David L. Richter and
Brady H. Richter, on the one hand, and Mr. Eric Rosenfeld and Mr. Arnaud Ajdler,
on the other hand, entered into a voting agreement dated as of June 28, 2006.
The voting agreement, which expired immediately after the Issuer’s annual
meeting of stockholders held in June 2008, required that each
individual member of the two groups of signatories to the voting agreement vote
for the designees of the other group as the directors of the
Issuer.
Item
5. Interest in Securities of the Issuer.
Item 5 is
hereby amended and restated in its entirety to read as follows:
(a) After
taking into account the transactions described in Item 5 (c) hereof, Irvin E.
Richter is the owner of 8,732,305 shares (21.7%) of the Issuer’s outstanding
common stock, and David L. Richter is the owner of 3,865,313 shares (9.6%) of
the Issuer’s outstanding common stock.4 See footnote 2 above.
(b) Each
of Messrs. Irvin E. Richter and David L. Richter has the sole power to vote or
to direct the vote, and the sole power to dispose or to direct the disposition
of, his respective shares identified in Item 5 (a) hereof.
(c) During
the past 60 days the Filers effected the following transactions in the Issuer’s
common stock:
(i) On
November 24, 2008, Irvin E. Richter sold 1,450,000 shares of the Issuer’s common
stock in response to a broker’s margin calls. All of such shares were
sold at a price of $3.30 per share in a privately negotiated
off-market transaction.
(ii) On
November 21 and 24, 2008, David L. Richter sold an aggregate of 598,140 shares
of the Issuer’s common stock in response to a broker’s margin calls. He sold
48,140 of such shares on November 21, 2008 at a price of $3.50 per share in
transactions executed on the New York Stock Exchange. The balance of such
shares were sold on November 24, 2008 at a price of $3.30 per share in a
privately negotiated off-market transaction.
(d),
(e) Inapplicable.
4 Not
including 50,000 shares of common stock issuable to Mr. David L. Richter upon
exercise of options granted to him pursuant to the Issuer’s 2006 Stock Option
Plan.
SCHEDULE
13D/A
(Amendment
No. 3)
CUSIP
No. 431466 10 1
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Page 7 of
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Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Item 6 is
hereby amended and restated in its entirety to read as follows:
Inapplicable
Item
7. Material to be Filed as Exhibits.
Item 7 is
hereby amended and restated in its entirety to read as follows:
Exhibit
7.1 Agreement and Plan of Merger dated December 5, 2005,
by and among Arpeggio Acquisition Corporation, Hill International, Inc. and then
stockholders of Hill International, Inc., dated June 5, 2006, as amended
(included as Annex A of the Definitive Proxy Statement (No. 000-50781) filed
with the Commission and incorporated by reference herein).
Exhibit
7.2 Joint Filing Statement Pursuant to Rule 13d-1(k)(1)
SCHEDULE
13D/A
(Amendment
No. 3)
CUSIP
No. 431466 10 1
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Page 8 of
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
December 9, 2008
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/s/
Irvin E. Richter
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Irvin
E. Richter
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/s/
David L. Richter
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SCHEDULE
13D/A
(Amendment
No. 3)
CUSIP
No. 431466 10 1
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Page 9 of
10 Pages
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INDEX
TO EXHIBITS
Exhibit
7.1
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Agreement
and Plan of Merger dated December 5, 2005, by and among
Arpeggio Acquisition Corporation, Hill International, Inc. and then
stockholders of Hill International, Inc., dated June 5, 2006, as amended
(included as Annex A of the Definitive Proxy Statement (No. 000-50781)
filed with the Commission and incorporated by reference
herein).
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Exhibit
7.2
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Joint
Filing Statement Pursuant to Rule
13d-1(k)(1)
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SCHEDULE
13D/A
(Amendment
No. 3)
CUSIP
No. 431466 10 1
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Page 10 of
10 Pages
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JOINT
FILING STATEMENT
Pursuant
to Rule 13d-1(k)(1)
The
undersigned acknowledge and agree that the foregoing Statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this Statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or it contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
other, except to the extent that he, she or it knows or has reason to believe
that such information is inaccurate.
Dated:
December 9, 2008
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/s/
Irvin E. Richter
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Irvin
E. Richter
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/s/
David L. Richter
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