As filed with the Securities and Exchange Commission on March 15, 2000
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-2681268
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
233 SOUTH WACKER DRIVE, SUITE 4200
CHICAGO, ILLINOIS 60606-6303
(Address of principal executive offices) (Zip code)
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
RESTRICTED STOCK UNIT PLAN
(Full title of the plan)
RICHARD D. NELSON
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
233 SOUTH WACKER DRIVE - SUITE 4200
CHICAGO, ILLINOIS 60606-6303
(Name and address of agent for service)
(312) 496-1200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Title of Securities to be Amount to be Proposed maximum Proposed maximum Amount of registration
registered /(1)/ registered/(1)/ offering price per share/(2)/ aggregate offering price/(2)/ fee/(3)/
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, 395,000 $35.81 $14,144,950 $3,734
$0.01 par value
- -----------------------------------------------------------------------------------------------------------------------------------
(1) Represents shares of common stock which are issuable pursuant to the
vesting of restricted stock units issuable under the Registrant's
Restricted Stock Unit Plan. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this Registration Statement also covers an
indeterminate number of shares of common stock of the Registrant as may be
issued upon the antidilution provisions contained in the Restricted Stock
Unit Plan.
(2) Pursuant to Rule 457(c), solely for the purpose of calculating the amount
of the registration fee. The average of the bid and asked prices reported
on the on the Nasdaq National Market on March 13, 2000 was $35.81.
(3) Pursuant to Rule 457(c), the filing fee was estimated based on the average
of the bid and asked prices of the Registrant's common stock as reported on
the Nasdaq National Market on March 13, 2000 as reported in THE WALL STREET
JOURNAL.
PART I
The information specified in Part I of Form S-8 is not required to be
filed with the SEC either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Note 1 to Part I of Form S-8
and Rule 424 under the Securities Act of 1933. The information required in the
Section 10(a) prospectus is included in the documents being maintained and
delivered by Heidrick & Struggles International, Inc. as required by Part I of
Form S-8 and by Rule 428 under the Securities Act.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Registrant's prospectus filed pursuant to Rule 424(b) containing the
Registrant's audited financial statements for the year ended December 31,
1998 (File No. 333-94017) filed with the SEC on February 3, 2000;
(b)(1) The Registrant's quarterly report filed on Form 10-Q for the quarter
ended March 31, 1999 filed with the SEC on May 17, 1999;
(b)(2) The Registrant's quarterly report filed on Form 10-Q for the quarter
ended June 30, 1999 filed with the SEC on August 16, 1999;
(b)(3) The Registrant's quarterly report filed on Form 10-Q for the quarter
ended September 30, 1999 filed with the SEC on November 15, 1999; and
(c)(1) The "Description of Capital Stock -- Common Stock" in the Registrant's
Registration Statement on Form S-1 (File No. 333-59931) as filed with the
SEC on March 31, 1999.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement 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 part hereof from the date of filing such documents. 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 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 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") authorizes the Registrant to indemnify its officers and
directors, under certain circumstances and subject to certain conditions and
limitations as stated therein, against all expenses and liabilities incurred by
or imposed upon them as a result of actions, suits and proceedings, civil or
criminal, brought against them as such officers and directors if they acted in
good faith and in a manner they reasonably believed to be in or not opposed to
the best interest of the Registrant and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.
The Registrant's Amended and Restated Bylaws provide for indemnification
of officers and directors of the Registrant to the fullest extent authorized by
Section 145 of the Delaware law. The Amended and Restated Bylaws authorize the
Registrant to purchase and maintain insurance on behalf of any officer,
director, employee, trustee or agent of the Registrant or its subsidiaries
against any liability asserted against or incurred by them in such capacity or
arising out of their status as such, whether or not the Registrant would have
the power to indemnify such officer, director, employee, trustee or agent
against such liability under the provisions of the Bylaws or Delaware law.
The Registrant maintains a directors' and officers' insurance policy
which insures the officers and directors of the Registrant from any claim
arising out of an alleged wrongful act by such person in their respective
capacities as officers and directors of the Registrant. Section 102(b)(7) of the
Delaware Law permits corporations to eliminate or limit the personal liability
of a director to the corporation or its stockholders for monetary damages for
breach of a fiduciary duty of care as a director. The Registrant's Amended and
Restated Certificate of Incorporation limits a director's liability in
accordance with Section 102(b)(7) of Delaware Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Document
- ----------- --------
1 - 3 Not applicable.
4.01 Form of Amended and Restated Certificate of Incorporation of
the Registrant (Incorporated by reference to Exhibit 3.02 of
the Registrant's Registration Statement on Form S-4 (File
No. 333-61023)).
4.02 Form of Amended and Restated Bylaws of the Registrant
(Incorporated by reference to Exhibit 3.03 of the
Registrant's Registration Statement on Form 2-4 (File No.
333-61023)).
4.03 Heidrick & Struggles International, Inc. Restricted Stock
Unit Plan.*
5.01 Opinion of Shefsky & Froelich Ltd.*
6 - 22 Not applicable.
23.01 Consent of Arthur Andersen LLP.*
2
Exhibit No. Document
- ----------- --------
23.02 Consent of Barbier Frinault & Associates (Arthur Andersen).*
24.01 Power of Attorney (included on signature page).*
25 - 99 Not applicable.
* denotes that the Exhibits are filed herein.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any 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; and
(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
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this 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 Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the
3
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 of
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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on this Registration Statement 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 City of Chicago, State of
Illinois, on March 15, 2000.
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
By: /s/ Donald M. Kilinski
-----------------------
Donald M. Kilinski, Chief Financial Officer and
Treasurer
5
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Donald M. Kilinski and Richard D. Nelson, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all future amendments to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and things and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
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 the
capacities and on the date(s) indicated.
/s/ Patrick S. Pittard March 15, 2000
- ------------------------------------------------
Patrick S. Pittard, President, Chief Executive
Officer and Director
/s/ Gerard R. Roche March 15, 2000
- ------------------------------------------------
Gerard R. Roche, Director
/s/ David C. Anderson March 15, 2000
- ------------------------------------------------
David C. Anderson, Director
/s/ Thomas J. Friel March 15, 2000
- ------------------------------------------------
Thomas J. Friel, Director
/s/ David B. Kixmiller March 15, 2000
- ------------------------------------------------
David B. Kixmiller, Director
/s/ Bengt Lejsved March 15, 2000
- ------------------------------------------------
Bengt Lejsved, Director
/s/ Dr. Jurgen B. Mulder March 15, 2000
- ------------------------------------------------
Dr. Jurgen B. Mulder, Director
/s/ Dr. John C. Viney March 15, 2000
- ------------------------------------------------
Dr. John C. Viney, Director
/s/ Robert W. Shaw March 15, 2000
- ------------------------------------------------
Robert W. Shaw, Director
/s/ Carlene M. Ziegler March 15, 2000
- ------------------------------------------------
Carlene M. Ziegler, Director
/s/ Robert Louis-Dreyfus March 15, 2000
- ------------------------------------------------
Robert Louis-Dreyfus, Director
6