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): August
31, 2006
HILL
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-50781
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20-0953973
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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303
Lippincott Centre, Marlton, NJ
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08053
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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
2.01 Completion of Acquisition or Disposition of Assets
On
August
31,
2006,
Hill International SA, a wholly-owned subsidiary of Hill International, Inc.
(the “Registrant”) acquired approximately 96.5% of the outstanding shares of
James R. Knowles (Holdings) PLC (“Knowles”) for a price of 33 pence (or
approximately $0.62 at the exchange rate current as of the date of this report)
per share in cash. The consideration paid by Hill International SA for 96.5%
of
the outstanding shares of Knowles was approximately $12.8 million. Under
applicable law, Hill International SA is entitled to compulsorily acquire the
remaining 3.5% of the outstanding shares of Knowles at the same purchase price
per share. Hill International SA intends to acquire those shares at such
purchase price.
Knowles
is a construction and engineering industry claims consulting and dispute
resolution company with 36 offices worldwide, headquartered in Daresbury, United
Kingdom. For its fiscal year ended July 31, 2005, Knowles recorded revenues
of
£30.2
million (or
approximately $57.16 million at the exchange rate current as of the date of
this
report) and profit on ordinary activities before taxation of £41,000
(or
approximately $77,605 at the exchange rate current as of the date of this
report).
On
July
20, 2006, Hill International SA, the Registrant and Knowles entered into
agreements with Knowles shareholders owning, in the aggregate, approximately
80.1% of the outstanding shares of Knowles, which agreements provided that
such
shareholders would sell all of their Knowles shares to Hill International SA.
These agreements were attached as exhibits to our Current Report on Form 8-K
filed with the SEC on July 26, 2006. Shareholders owning approximately 16.4%
of
the outstanding shares of Knowles agreed to sell their shares to Hill
International SA pursuant to a cash tender offer.
Knowles
is party to separate employment contracts with each of Brian S. Quinn, the
Chief
Executive Officer of Knowles, and Charlotte L. Parsons, the Group Finance
Director of Knowles. The agreement with Mr. Quinn provides for a base salary
of
£250,000
(or
approximately $473,200 at the exchange rate current as of the date of this
report), as well as for a car allowance, performance based compensation upon
the
achievement of certain performance criteria, and other terms and conditions
customary for agreements of its kind. The agreement with Mr. Quinn is terminable
by either party upon three months’ notice and with a termination payment of
£130,000
(or
approximately $246,064 at the exchange rate current as of the date of this
report). The agreement with Ms. Parsons provides for a base salary of
£115,000
(or
approximately $217,672 at the exchange rate current as of the date of this
report), as well as for participation in a discretionary bonus program, a car
allowance and other terms and conditions customary for agreements of its kind.
The agreement with Ms. Parsons is terminable by either party upon 12 months’
notice.
Knowles
is party to a service contract with Wynton Services Limited and J. Roger
Knowles, the former executive chairman and a former director of Knowles. The
agreement provides that Knowles shall pay Wynton Services Limited a fee of
£175,000
per annum (or
approximately $331,240 at the exchange rate current as of the date of this
report) less the amount of certain benefits received by Mr. Knowles or Wynton
Services Limited. The service contract terminates on September 29, 2006. Mr.
Knowles resigned as an officer and director of Knowles, effective at the time
of
Hill International SA’s acquisition of 96.5% of the outstanding shares of
Knowles.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
statements of business acquired.
Audited financial statements for Knowles required pursuant to Regulation
S-X will be furnished by an amendment to this Form 8-K within 71
calendar
days after the date this report was required to have been
filed.
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(b)
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Pro
forma financial information.
Any pro forma financial information required pursuant to Regulation
S-X
will be furnished by an amendment to this Form 8-K within 71 calendar
days
after the date this report was required to have been
filed.
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(c)
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Shell
Company Transactions.
None.
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Exhibit
No.
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Description
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10.1
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Irrevocable
Undertaking, dated July 20, 2006, to Hill International SA, Hill
International, Inc. and Ernst & Young LLP from Active Capital Trust
PLC (filed as
exhibit 10.1 to our Current Report on Form 8-K filed with the SEC
on July
26, 2006 and incorporated herein by reference).
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10.2
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Director’s
Irrevocable Undertaking, dated July 20, 2006, to Hill International
SA,
Hill International, Inc. and Ernst & Young LLP from Lord Lee of
Trafford (filed as
exhibit 10.2 to our Current Report on Form 8-K filed with the SEC
on July
26, 2006 and incorporated herein by reference).
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10.3
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Irrevocable
Undertaking, dated July 20, 2006, to Hill International SA, Hill
International, Inc. and Ernst & Young LLP from Michael Conrad Charlton
(filed as
exhibit 10.3 to our Current Report on Form 8-K filed with the SEC
on July
26, 2006 and incorporated herein by reference).
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10.4
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Director’s
Irrevocable Undertaking, dated July 20, 2006, to Hill International
SA,
Hill International, Inc. and Ernst & Young LLP from Peter Bates (filed
as
exhibit 10.4 to our Current Report on Form 8-K filed with the SEC
on July
26, 2006 and incorporated herein by reference).
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10.5
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Irrevocable
Undertaking, dated July 20, 2006, to Hill International SA, Hill
International, Inc. and Ernst & Young LLP from White Rose Nominees
Limited (filed as
exhibit 10.5 to our Current Report on Form 8-K filed with the SEC
on July
26, 2006 and incorporated herein by reference).
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10.6
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Director’s
Irrevocable Undertaking, dated July 20, 2006, to Hill International
SA,
Hill International, Inc. and Ernst & Young LLP from Roger Knowles
(filed as
exhibit 10.6 to our Current Report on Form 8-K filed with the SEC
on July
26, 2006 and incorporated herein by reference).
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10.7
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Director’s
Irrevocable Undertaking, dated July 20, 2006, to Hill International
SA,
Hill International, Inc. and Ernst & Young LLP from Wendy Knowles
(filed as
exhibit 10.7 to our Current Report on Form 8-K filed with the SEC
on July
26, 2006 and incorporated herein by reference).
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10.8
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Irrevocable
Undertaking, dated July 20, 2006, to Hill International SA, Hill
International, Inc. and Ernst & Young LLP from Wynton Services Limited
(filed as
exhibit 10.8 to our Current Report on Form 8-K filed with the SEC
on July
26, 2006 and incorporated herein by reference).
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10.9
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Director’s
Irrevocable Undertaking, dated July 20, 2006, to Hill International
SA,
Hill International, Inc. and Ernst & Young LLP from Brian Stephen
Quinn (filed as
exhibit 10.9 to our Current Report on Form 8-K filed with the SEC
on July
26, 2006 and incorporated herein by reference).
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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:
September 5, 2006
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HILL INTERNATIONAL, INC.
By:
/s/ Irvin E. Richter
Name:
Irvin E. Richter
Title:
Chairman and Chief Executive
Officer
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