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As filed with the Securities and Exchange Commission on November 16, 2007
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
incorporation or organization) identification no.)
233 South Wacker Drive
Suite 4200
Chicago, Illinois 60606-6303
(Address of principal executive offices, including zip code)
2007 HEIDRICK & STRUGGLES GLOBALSHARE PROGRAM
(Full title of the plan)
K. Steven Blake
Executive Vice President, General Counsel and Secretary
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)
With a copy to:
Lauralyn G. Bengel
Schiff Hardin LLP
6600 Sears Tower
Chicago, Illinois 60606
(312) 258-5670
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CALCULATION OF REGISTRATION FEE
Amount Proposed maximum Proposed maximum
to be offering price aggregate Amount of
Title of Securities to be Registered registered per share offering price registration fee
------------------------------------ ---------- --------- -------------- ----------------
Common Stock, $0.01 par value per share 4,403,386 $(1) $162,260,061(1) $4,983(1)(2)
(1) Computed on the basis of (i) the exercise prices of 720,966
outstanding stock options under the GlobalShare Program (with
exercise prices ranging from $11.90 - $48.74) and (ii) $38.135,
the average of the high and low sales prices of the common stock
reported on The Nasdaq Stock Market on November 13, 2007 with
respect to the 3,682,420 shares issuable pursuant to future
awards under the GlobalShare Program, in each case pursuant to
Rule 457(h) of the Securities Act of 1933, as amended (the "1933
Act") solely for the purpose of calculating the amount of the
registration fee.
(2) Pursuant to Rule 416 of the 1933 Act, this Registration Statement
shall also cover any additional shares of Common Stock which
become issuable under the GlobalShare Program pursuant to this
Registration Statement by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase
in the number of the Registrant's outstanding shares of Common
Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference in the Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 2006;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
periods ended March 31, 2007, June 30, 2007 and
September 30, 2007;
(c) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the
end of 2006; and
(d) The description of the Registrant's Common Stock
contained in the Form 8-A filed 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 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.
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 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 Certificate of
Incorporation provides 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 Certificate of
Incorporation authorizes 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 Amended and
Restated Certificate of Incorporation.
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 persons 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.
The Exhibits filed herewith are set forth on the Exhibit
Index filed as part of this Registration Statement.
The 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;
(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 (1)(i) and (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 Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the 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.
The 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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the 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.
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 Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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 of 1933
and will be governed by the final adjudication of such issue.
SIGNATURES
THE REGISTRANT. 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 Chicago, State of Illinois, on November 7, 2007.
HEIDRICK & STRUGGLES
INTERNATIONAL, INC.
(Registrant)
By: /s/ L. Kevin Kelly
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L. Kevin Kelly
President and Chief
Executive Officer
Each person whose signature appears below appoints L. Kevin
Kelly, Eileen A. Kamerick and K. Steven Blake, or any one of them, as
such person's true and lawful attorneys to execute in the name of each
such person, and to file, any post-effective amendments to this
Registration Statement that any of such attorneys shall deem necessary
or advisable to enable the Registrant to comply with the Securities
Act of 1933 and any rules, regulations and requirements of the
Commission with respect thereto, in connection with this Registration
Statement, which amendments may make such changes in such Registration
Statement as any of the above-named attorneys deems appropriate, and
to comply with the undertakings of the Registrant made in connection
with this Registration Statement; and each of the undersigned hereby
ratifies all that any of said attorneys shall do or cause to be done
by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
on behalf of the Registrant in the capacities indicated.
Signature Title Date
--------- ----- ----
/s/ L. Kevin Kelly President, Chief November 7, 2007
--------------------------- Executive Officer and
L. Kevin Kelly Director (Principal
Executive Officer)
/s/ Eileen A. Kamerick Executive Vice November 7,2007
--------------------------- President, Chief
Eileen A. Kamerick Financial Officer and
Chief Administrative
Officer (Principal
Financial and Accounting
Officer)
/s/ Richard J. Beattie Director November 7, 2007
---------------------------
Richard J. Beattie
/s/ Antonio Borges Director November 7, 2007
---------------------------
Antonio Borges
/s/ John A. Fazio Director November 7, 2007
---------------------------
John A. Fazio
/s/ Jill Kanin-Lovers Director November 7, 2007
---------------------------
Jill Kanin-Lovers
/s/ Gary E. Knell Director November 7, 2007
---------------------------
Gary E. Knell
/s/ Robert E. Knowling, Jr. Director November 7, 2007
---------------------------
Robert E. Knowling, Jr.
/s/ Gerald R. Roche Director November 7, 2007
---------------------------
Gerald R. Roche
/s/ V. Paul Unruh Director November 7, 2007
---------------------------
V. Paul Unruh
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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5 Opinion of Schiff Hardin LLP
23.1 Consent of Schiff Hardin LLP
(Contained in its Opinion filed as Exhibit 5)
23.2 Consent of KPMG LLP
24 Power of Attorney (contained on signature page)
Exhibit 5
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November 16, 2007
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-1004
Re: Heidrick & Struggles International, Inc. -
Registration Statement on Form S-8
Covering the Registration of 4,403,386 Shares of Common Stock
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Ladies and Gentlemen:
We have acted as counsel to Heidrick & Struggles International,
Inc., a Delaware corporation (the "Company"), in connection with the
Company's filing of a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission
covering the registration of 4,403,386 shares of the Company's common
stock, $0.01 par value per share (the "Stock"), issuable pursuant to
the 2007 Heidrick & Struggles GlobalShare Program (the "Plan").
In that connection, we have examined such documents and have made
such factual and legal investigations as we have deemed necessary or
appropriate for the purpose of this opinion.
Based upon the foregoing, it is our opinion that those shares of
Stock covered by the Registration Statement that are issued in
accordance with the terms of the Plan will be legally issued, fully
paid and non-assessable.
The foregoing opinion is limited to the General Corporation Law
of the State of Delaware, which includes those statutory provisions
and all applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting such laws, and we express no
opinions with respect to the laws of any other jurisdiction. The
opinion expressed in this opinion letter is as of the date of this
opinion letter only and as to laws covered hereby only as they are in
effect on that date, and we assume no obligation to update or
supplement such opinion to reflect any facts or circumstances that may
come to our attention after that date or any changes in law that may
occur or become effective after that date.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN LLP
By: /s/ Lauralyn G. Bengel
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Lauralyn G. Bengel
Exhibit 23.2
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Heidrick & Struggles International, Inc.:
We consent to the use of our reports dated March 15, 2007, with respect
to the consolidated balance sheets of Heidrick & Struggles International,
Inc. and subsidiaries as of December 31, 2006 and 2005, and the related
consolidated statements of operations, stockholders' equity and compre-
hensive income (loss), and cash flows for each of the years in the
three-year period ended December 31, 2006, and the related financial
statement schedule, management's assessment of the effectiveness of
internal control over financial reporting as of December 31, 2006, and
the effectiveness of internal control over financial reporting as of
December 31, 2006, incorporated herein by reference.
Our report on the financial statements refers to the Company's adoption
of Statement of Financial Accounting Standards (SFAS) No. 158, Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans --
an amendment of FASB No. 87, 88, 106 , and 132(R), and SFAS No. 123 (R),
Share-Based Payment.
/s/ KPMG LLP
Chicago, Illinois
November 16, 2007