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
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HUDSON HIGHLAND GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-3547281
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
622 Third Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
Hudson Highland Group, Inc. 401(k) Savings Plan
(Full title of the plan)
__________________________________
Latham Williams Copy to:
Vice President, Legal Affairs and Administration,
Corporate Secretary Benjamin F. Garmer, III
Hudson Highland Group, Inc. Foley & Lardner
225 West Wacker Drive, Suite 2100 777 East Wisconsin Avenue
Chicago, Illinois 60606 Milwaukee, Wisconsin 53202
(312) 795-4216 (414) 271-2400
(Name, address and telephone number,
including area code, of agent for service)
__________________
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Aggregate Offering Amount of
Registered Registered (1) Per Share Price Registration Fee
- ------------------------ ----------------------- ---------------------- ---------------------- -------------------
Common Stock, 500,000 shares $8.60 (2) $4,300,000 (2) $347.87
$.001 par value
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(1) Pursuant to Rule 416(a) 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. 401(k) Savings 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 March 25, 2003.
___________________________
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Commission by Hudson Highland Group,
Inc. (the "Company") or the Hudson Highland Group, Inc. 401(k) Savings Plan (the
"Plan") are hereby incorporated herein by reference:
1. The Company's Registration Statement on Form 10 (File No. 0-50129), as
filed with the Commission on March 14, 2003 and declared effective by the
Commission on March 17, 2003 (the "Form 10").
2. The description of the Company's common stock contained in the Company's
Form 10, including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of filing of this Registration Statement and prior to
such time as the Company files a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby 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 a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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None.
Item 6. Indemnification of Directors and Officers.
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Under the provisions of Section 145 of the Delaware General Corporation
Law, the Company is required to indemnify any present or former officer or
director against expenses arising out of legal proceedings in which the director
or officer becomes involved by reason of being a director or officer if the
director or officer is successful in the defense of such proceedings. Section
145 also provides that the Company may indemnify a director or officer in
connection with a proceeding in
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which he is not successful in defending if it is determined that he acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Company or, in the case of a criminal action, if it is
determined that he had no reasonable cause to believe his conduct was unlawful.
Liabilities for which a director or officer may be indemnified include amounts
paid in satisfaction of settlements, judgments, fines and other expenses
(including attorneys' fees incurred in connection with such proceedings). In a
stockholder derivative action, no indemnification may be paid in respect of any
claim, issue or matter as to which the director or officer has been adjudged to
be liable to the Company (except for expenses allowed by a court).
Article XIII of the Company's Amended and Restated Certificate of
Incorporation provides for indemnification of directors and officers of the
Company to the full extent permitted by applicable law. Under the provisions of
Article VII of the Company's Amended and Restated By-Laws, the Company is
required to indemnify officers or directors to a greater extent than under the
current provisions of Section 145 of the Delaware General Corporation Law.
Except with respect to stockholder derivative actions, the By-Law provisions
generally state that the director or officer will be indemnified against
expenses, amounts paid in settlement and judgments, fines, penalties and/or
other amounts incurred with respect to any threatened, pending or completed
proceeding, provided that (i) such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Company, and (ii) with respect to any criminal action or proceeding, such
person had no reasonable cause to believe his or her conduct was unlawful.
The foregoing standards also apply with respect to the indemnification of
expenses incurred in a stockholder derivative suit. However, a director or
officer may only be indemnified for settlement amounts or judgments incurred in
a derivative suit to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
In accordance with the Delaware General Corporation Law, Article XII of the
Company's Amended and Restated Certificate of Incorporation contains a provision
to limit the personal liability of the directors of the Company for violations
of their fiduciary duty. This provision eliminates each director's liability to
the Company or its stockholders, for monetary damages except (i) for breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions or (iv) for any transaction
from which a director derived an improper personal benefit. The effect of this
provision is to eliminate the personal liability of directors for monetary
damages for actions involving a breach of their fiduciary duty of are, including
any such actions involving gross negligence.
The Company maintains insurance policies that provide coverage to its
directors and officers against certain liabilities.
Item 7. Exemption from Registration Claimed.
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Not applicable.
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Item 8. Exhibits.
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The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.
The undersigned Registrant hereby undertakes to submit the Plan and any
amendments thereto, to the Internal Revenue Service ("IRS") in a timely manner
and will make all changes required by the IRS in order to qualify the Plan under
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended.
Item 9. Undertakings.
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(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;
(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 with or furnished to the
Securities and Exchange 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 herein, 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 this
Registration Statement shall be deemed to be a new registration statement
relating
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to the securities offered herein, 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 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 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 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 1st day of
April, 2003.
HUDSON HIGHLAND GROUP, INC.
By: /s/ Jon F. Chait
-------------------------------------
Jon F. Chait
Chairman of the Board, President 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 of the Board, President, Chief April 1, 2003
- ------------------------------- Executive Officer and Director (Principal
Jon F. Chait Executive Officer)
/s/ Richard W. Pehlke Executive Vice President and April 1, 2003
- ------------------------------- Chief Financial Officer
Richard W. Pehlke (Principal Financial Officer)
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Pursuant to the requirements of the Securities Act of 1933, as amended, the
Hudson Highland Group, Inc. Committee, which administers the Plan, 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 1st day of April, 2003.
HUDSON HIGHLAND GROUP, INC. 401(K)
SAVINGS PLAN
/s/ Peggy Buchenroth
-------------------------------------------
Peggy Buchenroth
/s/ Robert Molnar
-------------------------------------------
Robert Molnar
/s/ Margaretta Noonan
-------------------------------------------
Margaretta Noonan
The foregoing persons are all of the members of the Hudson Highland Group,
Inc. Committee which is the current administrator of the Hudson Highland Group,
Inc. 401(k) Savings Plan.
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EXHIBIT INDEX
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Exhibit
Number Exhibit Description
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(4.1) Amended and Restated Certificate of Incorporation of Hudson Highland
Group, Inc. (incorporated by reference to Exhibit 3.1 to Hudson
Highland Group, Inc.'s Registration Statement on Form 10 (File No.
0-50129)).
(5) Opinion of Foley & Lardner.
(23.1) Consent of BDO Seidman, LLP.
(23.2) Consent of Foley & Lardner (contained in Exhibit (5)).
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[GRAPHIC OMITTED][FOLEY & LARDNER LOGO]
FOLEY & LARDNER
777 East Wisconsin Avenue, Suite 3800
Milwaukee, Wisconsin 53202-5306
414.271.2400 TEL
April 1, 2003 414.297.4900 FAX
www.foleylardner.com
CLIENT/MATTER NUMBER
025294-0101
Highland Hudson Group, Inc.
622 Third Avenue
New York, New York 10017
Ladies and Gentlemen:
We have acted as counsel for Hudson Highland Group, Inc., a Delaware
corporation (the "Company"), in conjunction with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to 500,000 shares of the
Company's Common Stock, $.001 par value (the "Common Stock"), and interests in
the Hudson Highland Group, Inc. 401(k) Savings Plan (the "Plan"), which may be
issued or acquired pursuant to the Plan.
As such counsel, we have examined: (i) the Plan; (ii) the Registration
Statement; (iii) the Company's Restated Articles of Incorporation and By-Laws,
as amended to date; (iv) resolutions of the Company's Board of Directors
relating to the Plan and the issuance of securities thereunder; and (v) such
other documents and records as we have deemed necessary to enable us to render
this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Delaware.
2. It is presently contemplated that the shares of Common Stock to be
acquired under the Plan will either be purchased in the open market or purchased
directly from the Company. To the extent that the shares of Common Stock to be
acquired by the Plan shall constitute shares newly issued by and purchased from
the Company, such shares of Common Stock, when issued by the Company pursuant to
the terms and conditions of the Plan and as contemplated by the Registration
Statement, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving our consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
BRUSSELS DETROIT MILWAUKEE SAN DIEGO TAMPA
CHICAGO JACKSONVILLE ORLANDO SAN DIEGO/DEL MAR WASHINGTON, D.C.
DENVER LOS ANGELES SACRAMENTO SAN FRANCISCO WEST PALM BEACH
MADISON TALLAHASSEE
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Hudson Highland Group, Inc.
New York, New York
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 2003, relating to the
Financial Statements of Hudson Highland Group, Inc. for the fiscal years ended
December 31, 2002, 2001 and 2000, appearing in Hudson Highland Group, Inc.'s
Form 10 filed March 14, 2003.
/s/ BDO Seidman, LLP
New York, New York
March 31, 2003
