|
Registration No. 333-__________ |
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HUDSON HIGHLAND GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 59-3547281 | |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 622 Third Avenue New York, New York |
10017 | |
|---|---|---|
| (Address of principal executive offices) | (Zip Code) |
Hudson Highland Group, Inc. Long Term Incentive Plan
(Full title of the plan)
| Latham Williams Vice President, Legal Affairs and Administration, Corporate Secretary Hudson Highland Group, Inc. 10 South Wacker Drive, Suite 2600 Chicago, Illinois 60606 (312) 795-4216 |
Copy to: Benjamin F. Garmer, III Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414) 271-2400 | |
| (Name, address and telephone number, including area code, of agent for service) |
| CALCULATION OF REGISTRATION FEE | ||||
Title of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
|---|---|---|---|---|
| Common Stock, $.001 par value | 500,000 shares | $30.41 (2) | $15,205,000 (2) | $1,926.47 |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares of Common Stock that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the anti-dilution provisions of the Hudson Highland Group, Inc. Long Term Incentive Plan. |
| (2) | Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee based on the average of the high and low prices for Hudson Highland Group, Inc. Common Stock on The Nasdaq National Market on June 24, 2004. |
On April 1, 2003, Hudson Highland Group, Inc. (the “Registrant”), filed a Registration Statement on Form S-8 (File No. 333-104209) to register 1,000,000 shares of the Registrant’s Common Stock, par value $.001 per share (the “Common Stock”), issuable under the Hudson Highland Group, Inc. Long Term incentive Plan (the “Incentive Plan”).
On February 18, 2004, the Board of Directors of the Registrant approved an amendment to the Incentive Plan to increase the number of shares of Common Stock available under the Incentive Plan from 1,000,000 to 1,500,000. At the Registrant’s 2004 Annual Meeting of Stockholders held on April 30, 2004, the stockholders of the Registrant approved this amendment. The purpose of this Registration Statement is to register 500,000 additional shares of the Common Stock in connection with the Incentive Plan.
Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-1104209), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement.
The exhibits set forth in the accompanying Exhibit Index are filed (except where otherwise indicated) with this Registration Statement.
2
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 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 day of June, 2004.
| HUDSON HIGHLAND GROUP, INC. | ||
|---|---|---|
| By: | /s/ Jon F. Chait | |
| Jon F. Chait Chairman and Chief Executive Officer | ||
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 dates indicated.
| Signature |
Title |
Date |
|---|---|---|
/s/ Jon F. Chait |
Chairman, Chief Executive Officer and |
June 30, 2004 |
| Jon F. Chait | Director (Principal Executive Officer) | |
/s/ Richard W. Pehlke |
Executive Vice President, Chief Financial Officer and Director |
June 30, 2004 |
| Richard W. Pehlke | (Principal Financial Officer) | |
/s/ Ralph L. O'Hara |
Vice President, Controller (Principal |
June 30, 2004 |
| Ralph L. O'Hara | Accounting Officer) | |
* |
Director | June 30, 2004 |
| John J. Haley | ||
* |
Director | June 30, 2004 |
| Jennifer Laing | ||
* |
Director | June 30, 2004 |
| Nicholas G. Moore | ||
* |
Director | June 30, 2004 |
| David G. Offensend | ||
* |
Director | June 30, 2004 |
| René Schuster |
| *By: | /s/ Jon F. Chait |
|
| Jon F. Chait Attorney-in-fact |
||
S-1
| Exhibit Number |
Exhibit Description |
| (4) | Hudson Highland Group, Inc. Long Term Incentive Plan, as amended. [Incorporated by reference to Annex B to the Registrant's Definitive Proxy Statement on Schedule 14A filed on March 22, 2004 (File No. 000-50129)] |
| (5) | Opinion of Foley & Lardner LLP. |
| (23.1) | Consent of BDO Seidman, LLP. |
| (23.2) | Consent of Foley & Lardner LLP (filed as part of Exhibit (5)). |
| (24) | Powers of Attorney. |
E-1