The Hackett Group, Inc. (HCKT) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on September 6, 2018

RegistrationNo. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE HACKETT GROUP, INC.

(Exact name of registrant as specified in its charter)

Florida	65-0750100
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1001 Brickell Bay Drive

Suite 3000

Miami, Florida 33131

(305)375-8005

(Address of principal executive offices)

The Hackett Group, Inc. 1998 Stock Option and Incentive Plan (Amended and Restated as of March 16, 2015)

The Hackett Group, Inc. Employee Stock Purchase Plan

(Full title of the plan)

Frank A. Zomerfeld, Esq.

General Counsel and Secretary

1001 Brickell Bay Drive

Suite 3000

Miami, Florida 33131

(305)375-8005

(Name, address and telephone number, including area code, of agent for service)

Copies to:

John B. Beckman

Hogan Lovells US L.L.P.

555 Thirteenth Street, N.W.

Washington, DC 20004

(202)637-5600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Shares, $0.001 par value per share	2,650,000	$20.16	$53,424,000	$6,651.29

(1) Pursuant to Rule 416(a) of the Securities Act of 1933 (the “Securities Act”), as amended, this registration statement also covers an indeterminate number of additional shares of common stock that may become issuable under the plans referenced above by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2) Estimated pursuant to Rule 457 (c) and (h) under the Securities Act solely for purposes of calculating the amount of registration fee, based on the average of the high and low prices per share of the Common Stock on September 5, 2018, as reported on The NASDAQ National Market.

PART I

EXPLANATORY STATEMENT

This Registration Statement on FormS-8 is being filed by The Hackett Group Inc. (the “Company,” “we,” “us” or “our”) to register an additional 2,400,000 shares of our common stock for issuance pursuant to our amended and restated 1998 Stock Option and Incentive Plan, as amended (the “Plan”) and an additional 250,000 shares of our common stock for issuance pursuant to our Employee Stock Purchase Plan, as amended (the “Purchase Plan”). The Plan was amended and restated on March 16, 2015 to increase the number of shares authorized for issuance by 1,200,000 shares and further amended on May 3, 2017 to increase the number of shares authorized for issuance by an additional 1,200,000 shares. The Purchase Plan was amended on May 3, 2017 to increase the number of shares authorized for issuance by 250,000 shares.

Earlier registration statements on FormS-8 related to the Plan and the Purchase Plan were filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 9, 2003 (RegistrationNo. 333-108640), July 3, 2001 (RegistrationNo. 333-64542), June 16, 2000 (RegistrationNo. 333-39460), November 9, 1999 (RegistrationNo. 333-90635) and December 30, 1998 (RegistrationNo. 333-69951).

In accordance with General Instruction E to FormS-8, the contents of such earlier registration statements are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those Items on FormS-8 containing new information not contained in the earlier registration statement are presented herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

We hereby incorporate by reference into this Registration Statement the following documents filed with the Commission:

(1) Our Annual Report on Form10-K for the fiscal year ended December 29, 2017, filed on March 9, 2018;

(2) The portions of our Definitive Proxy Statement for our 2018 Annual Meeting of Stockholders, filed on March 23, 2018, incorporated by reference in our Annual Report on Form10-K for the fiscal year ended December 29, 2017;

(3) Our Quarterly Report on Form10-Q for the quarter ended March 30, 2018, filed on May 9, 2018;

(4) Our Quarterly Report on Form10-Q for the quarter ended June 29, 2018, filed on August 8, 2018;

(5) Our Current Report on Form8-K, filed on May 8, 2018; and

(6) the description of our common stock contained in our Registration Statement on Form8-A, filed under Section 12 of the Exchange Act, and all amendments or reports filed for the purpose of updating such description.

In addition, all documents and reports subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents or reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit No.	Description
4.1	The Hackett Group, Inc. 1998 Stock Option and Incentive Plan (Amended and Restated as of March 16, 2015) (the “Plan”).
4.2	Amendment to the Plan.
4.3	Amendment No. 3 to The Hackett Group, Inc. Employee Stock Purchase Plan, as amended.
5.1	Opinion of Frank A. Zomerfeld, Esq. regarding the legality of the shares being registered.
23.1	Consent of Frank A. Zomerfeld, Esq. (included in Exhibit 5.1).
23.2	Consent of Independent Certified Public Accountants (RSM US LLP).
24.1	Power of Attorney (included on signature page).

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on this 6th day of September, 2018.

THE HACKETT GROUP, INC.
By:	/s/ Ted A. Fernandez
Name:	Ted A. Fernandez
Title:	Chief Executive Officer and Chairman of the Board

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Ted A. Fernandez and Robert A. Ramirez, and each of them, his or her true and lawfulattorney-in-fact and agent, with fullpower of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with all exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, 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 he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
/s/ Ted A. Fernandez Ted A. Fernandez	Chief Executive Officer and Chairman (Principal Executive Officer)	September 6, 2018
/s/ Robert A. Ramirez Robert A. Ramirez	Executive Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	September 6, 2018
/s/ David N. Dungan David N. Dungan	Chief Operating Officer and Director	September 6, 2018
/s/ Richard Hamlin Richard Hamlin	Director	September 6, 2018
/s/ John R. Harris John R. Harris	Director	September 6, 2018
/s/ Robert A. Rivero Robert A. Rivero	Director	September 6, 2018
/s/ Alan T.G. Wix Alan T.G. Wix	Director	September 6, 2018