Unassociated Document
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): July 20, 2006
HILL
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
000-50781
|
|
20-0953973
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
303
Lippincott Centre, Marlton, NJ
|
|
|
|
08053
|
(Address
of Principal Executive Offices)
|
|
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area
code: (856)
810-6200
Arpeggio
Acquisition Corporation
(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 (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into
a Material Definitive Agreement.
On
July
20, 2006, Hill International SA, a wholly-owned subsidiary of Hill
International, Inc. (the “Registrant”) entered into material definitive
agreements not made in the ordinary course of business with the directors and
certain affiliates of James R. Knowles (Holdings) PLC (“Knowles”) to acquire
approximately 69.4% of the outstanding shares of Knowles for a price of 33
pence
(approximately $0.61) per share in cash. Knowles is a construction and
engineering industry claims consulting and dispute resolution company with
36
offices worldwide, headquartered in Daresbury, United Kingdom. At the same
time,
the boards of directors of both the Registrant and Knowles approved the terms
of
a cash offer by Hill International SA for all of the issued shares of Knowles
at
a price of 33 pence (approximately $0.61) per share. This offer values Knowles
at approximately $13.0 million.
In
addition, on July 20, 2006, Hill International SA entered into agreements with
other shareholders of Knowles to acquire approximately 10.6% of the outstanding
shares of Knowles for a price of 33 pence (approximately $0.61) per share in
cash, subject to the contingency that such agreements will cease to be binding
if those Knowles shareholders receive a competing offer for their Knowles shares
at a price that is greater than 36.3 pence (approximately $0.67) per share.
The
agreements are subject to a number of conditions to closing typical for
agreements of this kind, including, without limitation, that Hill International
SA receive no less than 80% of the outstanding shares of Knowles, or such lower
percentage as Hill may determine while the offer is outstanding.
Copies
of
the agreements between Hill International SA, the Registrant and Knowles are
attached as exhibits to this Current Report. On July 21, 2006, the Registrant
issued a press release announcing the cash offer by Hill International, SA
for
the shares of Knowles and the execution of the aforementioned agreements
between the Registrant, Hill International SA and certain of the shareholders
of
Knowles. A copy of the press release is attached hereto as an exhibit.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
No.
|
|
Description
|
10.1
|
|
Irrevocable
Undertaking, dated July 20, 2006, to Hill International SA, Hill
International, Inc. and Ernst & Young LLP from Active Capital Trust
PLC.
|
|
|
|
10.2
|
|
Director’s
Irrevocable Undertaking, dated July 20, 2006, to Hill International
SA,
Hill International, Inc. and Ernst & Young LLP from Lord Lee of
Trafford.
|
|
|
|
10.3
|
|
Irrevocable
Undertaking, dated July 20, 2006, to Hill International SA, Hill
International, Inc. and Ernst & Young LLP from Michael Conrad
Charlton.
|
10.4
|
|
Director’s
Irrevocable Undertaking, dated July 20, 2006, to Hill International
SA,
Hill International, Inc. and Ernst & Young LLP from Peter
Bates.
|
|
|
|
10.5
|
|
Irrevocable
Undertaking, dated July 20, 2006, to Hill International SA, Hill
International, Inc. and Ernst & Young LLP from White Rose Nominees
Limited.
|
|
|
|
10.6
|
|
Director’s
Irrevocable Undertaking, dated July 20, 2006, to Hill International
SA,
Hill International, Inc. and Ernst & Young LLP from Roger
Knowles.
|
|
|
|
10.7
|
|
Director’s
Irrevocable Undertaking, dated July 20, 2006, to Hill International
SA,
Hill International, Inc. and Ernst & Young LLP from Wendy
Knowles.
|
|
|
|
10.8
|
|
Irrevocable
Undertaking, dated July 20, 2006, to Hill International SA, Hill
International, Inc. and Ernst & Young LLP from Wynton Services
Limited.
|
|
|
|
10.9
|
|
Director’s
Irrevocable Undertaking, dated July 20, 2006, to Hill International
SA,
Hill International, Inc. and Ernst & Young LLP from Brian Stephen
Quinn.
|
|
|
|
99.1
|
|
Press
release of the Registrant dated July 21,
2006.
|
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.
|
|
|
Dated:
July 26, 2006 |
HILL
INTERNATIONAL, INC. |
|
|
|
|
By: |
/s/
Irvin E. Richter |
|
Name:
Irvin E. Richter
Title:
Chairman and Chief Executive
Officer
|