As filed with the Securities and Exchange Commission on February 8, 2002
Registration No. 333-
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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 other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
233 South Wacker Drive, Suite 4200
Chicago, Illinois 60606-6303
(Address of Principal Executive Offices) (Zip Code)
Heidrick & Struggles International, Inc.
Deferred Compensation Plan
Heidrick & Struggles International, Inc.
Deferred Compensation Plan for UK Employees
(Full Title of the Plans)
Stephanie W. Abramson
Heidrick & Struggles International, Inc.
245 Park Avenue
New York, New York 10167
(Name and Address of Agent for Service)
(212) 551-1639
(Telephone Number, Including Area Code, of Agent for Service)
______________________________
Copy to:
A. Richard Susko
Cleary, Gottlieb, Steen &
Hamilton
One Liberty Plaza
New York, New York 10006
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Per Aggregate Offering Registration
Registered Registered Share Price Fee
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Common Stock, par value
$.01 (1) 750,000 shares $15.94 (3) $11,955,000 (3) $1,100.00 (3)
- ----------------------------------------------------------------------------------------------------------------------
Deferred Compensation
Obligations (2) $ 15,000,000 N/A $15,000,000 (4) $1,380.00 (4)
- ----------------------------------------------------------------------------------------------------------------------
(1) Consists of common shares of Heidrick & Struggles International, Inc. (the
"Common Stock") to be issued pursuant to the Heidrick & Struggles Deferred
Compensation Plan (the "US Plan") and the Heidrick & Struggles
International, Inc. Deferred Compensation Plan for UK Employees (the "UK
Plan"), (collectively the "Plans"), together with an indeterminate number
of shares that may be necessary to adjust the number of shares reserved for
issuance pursuant to the Plans as a result of a stock split, stock dividend
or similar adjustment of the outstanding Common Stock.
(2) The deferred compensation obligations are unsecured obligations of Heidrick
& Struggles International, Inc. to pay deferred compensation in the future
in accordance with the terms of the Plans.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 with respect
to shares of Common Stock issuable pursuant to the Plans and based upon the
average of the high and low prices of the Common Stock of Heidrick &
Struggles International, Inc. as reported on NASDAQ on February 5, 2002.
(4) Solely for purposes of calculating the registration fee pursuant to Rule
457(h), the amount of deferred compensation obligations registered is based
on an estimate of the amount of compensation participants may defer under
the Plans.
Part I
The information specified in Part I of Form S-8 is not required to be
filed with the Securities and Exchange Commission (the "Commission") 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, as amended (the "Securities Act"). 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
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K, dated March 29, 2001,
relating to the fiscal year ended December 31, 2000.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report on Form 10-K referred to in (a)
above; and
(c) The description of the Common Stock of the Registrant contained
under the caption "Description of Capital Stock--Common Stock" in the
Registration Statement on Form S-1 (File No. 333-59931) as filed with the
Commission and incorporated by reference to the Registration Statement on Form
8-A filed by the Registrant under the Exchange Act with the Commission on April
21, 1999.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act 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.
An aggregate principal amount of $15,000,000 of deferred compensation
obligations are being registered hereby based on estimated contributions of
participants in the Plans. Further amounts may be registered and issued as new
or existing participants of the Plans elect to defer or request to waive
portions of their compensation in subsequent years.
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Under the US Plan the obligations of the Registrant to pay such deferred
amounts in the future to the US Plan participants in accordance with the terms
of the US Plan (the "US Obligations") will be unsecured and unsubordinated
indebtedness of the Registrant and will rank pari passu with other unsecured,
unsubordinated indebtedness of the Registrant from time to time outstanding.
Under the US Plan, there is no limitation on the Registrant's right to issue
senior debt or other securities.
The amount to be deferred by each participant in the US Plan will be
determined in accordance with the US Plan based on elections by the participant.
Amounts deferred by a participant will be credited to a participant's deferral
account. Participants will make elections as to how their respective account
balances shall be deemed invested among an interest-bearing cash account, an
account referencing the value of Registrant stock, or such other alternatives
that may be implemented pursuant to the provisions of the Plan. Participant
accounts will be credited with earnings, gains and losses as if the deferred
amounts were actually invested in accordance with the participant's investment
elections. There is no trading market for the US Obligations.
Each US Obligation will be payable as soon as reasonably practicable after
the earlier of the first business day of the calendar quarter following a
termination of the participant's employment with the Registrant for any reason
or the date or dates selected by the participant in accordance with the terms of
the US Plan. US Obligations relating to the interest-bearing cash account will
be payable in cash and in a lump sum or such number of annual installments
(subject to certain requirements of the US Plan), not to exceed ten, as directed
by the participant. US Obligations relating to the Registrant stock account will
be payable, in a lump sum, in shares of Registrant stock.
As soon as is reasonably practicable following a change in control (as
defined in the US Plan), a termination of the US Plan or a participant's death,
the Registrant will pay to a participant the balance of his or her deferral
account(s) in a lump sum.
Other than by will or the laws of descent and distribution, the US
Obligations are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment or garnishment. Any
attempt by any person to transfer or assign benefits under the US Plan, other
than a claim for benefits by a participant or his or her beneficiary(ies), will
be null and void. Except for distributions from the US Plan in the form of
shares of Common Stock, the US Obligations are not convertible into any other
security of the Registrant. No trustee has been appointed to take action with
respect to the US Obligations and each participant in the US Plan will be
responsible for enforcing his or her own rights with respect to the US
Obligations. The Registrant may establish a trust or trusts to serve as a source
of funds from which it can satisfy the US Obligations. Participants in the US
Plan will have no right to any assets held by such trust or trusts, except as
general creditors of the Registrant. Assets of any trust will at all times be
subject to the claims of the Registrant's general creditors.
The Registrant reserves the right to amend or terminate the US Plan at any
time, except that no such amendment shall adversely affect the right of a
participant to the balance of his or her deferral account as of the date of such
amendment or termination. The US Plan will remain in effect until it is
terminated.
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Under the UK Plan the obligations of the Registrant to pay such waived
amounts in the future to the UK Plan participants in accordance with the terms
of the UK Plan (the "UK Obligations") will be unsecured and unsubordinated
indebtedness of the Registrant and will rank pari passu with other unsecured,
unsubordinated indebtedness of the Registrant from time to time outstanding.
Under the UK Plan, there is no limitation on the Registrant's right to issue
senior debt or other securities.
The amount to be waived by each participant in the UK Plan will be
determined in accordance with the UK Plan based on requests by the participant.
Amounts waived by a participant will be credited to a participant's waiver
account. Participants will make requests as to how their respective account
balances shall be deemed invested among an interest-bearing cash account, an
account referencing the value of Registrant stock, or such other alternatives
that may be implemented pursuant to the provisions of the UK Plan. Participant
accounts will be credited with earnings, gains and losses as if the waived
amounts were actually invested in accordance with the participant's investment
requests. There is no trading market for the UK Obligations.
Each UK Obligation will be payable as soon as reasonably practicable after
the earlier of the first business day of the calendar quarter following a
termination of the participant's employment with the Registrant for any reason
or the date or dates selected by the participant in accordance with the terms of
the UK Plan. UK Obligations relating to the interest-bearing cash account will
be payable in cash and in a lump sum or such number of annual installments
(subject to certain requirements of the UK Plan), not to exceed ten, as directed
by the participant. UK Obligations relating to the Registrant stock account will
be payable, in a lump sum, in shares of Registrant stock.
As soon as is reasonably practicable following a change in control (as
defined in the UK Plan), a termination of the UK Plan or a participant's death,
the Registrant will pay to a participant the balance of his or her waiver
account(s) in a lump sum.
Other than by will or the laws of descent and distribution, the UK
Obligations are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment or garnishment. Any
attempt by any person to transfer or assign benefits under the UK Plan, other
than a claim for benefits by a participant or his or her beneficiary(ies), will
be null and void. Except for distributions from the UK Plan in the form of
shares of Common Stock, the UK Obligations are not convertible into any other
security of the Registrant. No trustee has been appointed to take action with
respect to the UK Obligations and each participant in the UK Plan will be
responsible for enforcing his or her own rights with respect to the UK
Obligations. The Registrant may establish a trust or trusts to serve as a source
of funds from which it can satisfy the UK Obligations. Participants in the UK
Plan will have no right to any assets held by such trust or trusts, except as
general creditors of the Registrant. Assets of any trust will at all times be
subject to the claims of the Registrant's general creditors.
The Registrant reserves the right to amend or terminate the UK Plan at any
time, except that no such amendment shall adversely affect the right of a
participant to the balance of his or her waiver account as of the date of such
amendment or termination. The UK Plan will remain in effect until it is
terminated.
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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.
The Plans provide for indemnification, to the maximum extent permitted
by law, of the Compensation Committee of the Board of Directors and the
Administrator of the Plan with respect to any action taken or omitted in good
faith in connection with the interpretation or administration of the Plans.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K)
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Exhibit No. Document
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4.1 Heidrick & Struggles International, Inc. Deferred
Compensation Plan
4.2 Heidrick & Struggles International, Inc. Deferred
Compensation Plan for UK Employees
4.3 Form of Amended and Restated Certificate of Incorporation of
the Registrant
4.4 Form of Amended and Restated Bylaws of the Registrant
5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton regarding the
validity of the securities being registered
23.1 Consent of Arthur Andersen, LLP, Independent Accountants
23.2 Consent of Cleary, Gottlieb, Steen & Hamilton (included in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
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;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of the prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this 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 with
or furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this 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 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 Commission such indemnification is
against public policy as expressed in the Securities 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 or 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
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Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing 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 New York, State of New York, on this 5/th/ day of
February, 2002.
Heidrick & Struggles International, Inc.
By: /s/ Stephanie W. Abramson
-------------------------
Stephanie W. Abramson
Chief Legal Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephanie W. Abramson and Kevin Smith,
and each of the, 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 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, this Registration
Statement has been signed by the following persons in the capacities and on the
date(s) indicated.
Signature Title
--------- -----
/s/ Piers Marmion President, Chief Executive Officer and Director
- ----------------- (Principal Executive Officer)
Name: Piers Marmion
On this 1/st/ day of February, 2002
/s/ Kevin Smith Chief Financial Officer and Treasurer (Principal
- --------------- Financial Officer)
Name: Kevin Smith
On this 4/th/ day of February, 2002
II-7
/s/ Gerard R. Roche Director
- -------------------
Name: Gerard R. Roche
On this 4/th/ day of February, 2002
/s/ David C. Anderson Director
- ---------------------
Name: David C. Anderson
On this 1/st/ day of February, 2002
/s/ Carlene M. Ziegler Director
- ----------------------
Name: Carlene M. Ziegler
On this 1/st/ day of February, 2002
/s/ Thomas J. Friel Director
- -------------------
Name: Thomas J. Friel
On this 4/th/ day of February, 2002
/s/ Robert E. Knowling, Jr. Director
- ---------------------------
Name: Robert E. Knowling, Jr.
On this 5/th/ day of February, 2002
/s/ Bengt Lejsved Director
- -----------------
Name: Bengt Lejsved
On this 1/st/ day of February, 2002
/s/ Dr. Juergen B. Muelder Director
- ----------------------------------
Name: Dr. Juergen B. Muelder
On this 1/st/ day of February, 2002
/s/ Robert W. Shaw Director
- ---------------------------
Name: Robert W. Shaw
On this 1/st/ day of February, 2002
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EXHIBIT INDEX
Exhibit Description Method of Filing
Number
4.1 Heidrick & Struggles International, Inc. Deferred Filed herewith
Compensation Plan
4.2 Heidrick & Struggles International, Inc. Deferred Filed herewith
Compensation Plan for UK Employees
4.3 Form of Amended and Restated Certificate of Incorporation Filed as Exhibit 3.02
of the Registrant to the Registration
Statement on S-4 (File
No. 333-61023) and
incorporated herein by
reference
4.4 Form of Amended and Restated Bylaws of the Registrant Filed as Exhibit 3.02
to the Registration
Statement on Form S-4
(File No. 333-61023)
and incorporated
herein by reference
5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton regarding Filed herewith
the validity of the securities being registered
23.1 Consent of Arthur Andersen, LLP, Independent Accountants Filed herewith
23.2 Consent of Cleary, Gottlieb, Steen & Hamilton (included in Filed herewith
Exhibit 5.1)
24.1 Power of Attorney (included on signature page) Filed herewith
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