UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
Hudson Global, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
443787106
(CUSIP Number)
JEFFREY E. EBERWEIN
LONE STAR VALUE MANAGEMENT, LLC
53 Forest Avenue, 1st Floor
Old Greenwich, Connecticut 06870
(203) 489-9500
STEVE WOLOSKY
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
Authorized to Receive Notices and Communications)
May 29, 2014
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 443787106
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1
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NAME OF REPORTING PERSON
LONE STAR VALUE INVESTORS, LP
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
1,875,000
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
1,875,000
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||
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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14
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TYPE OF REPORTING PERSON
PN
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2
CUSIP NO. 443787106
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1
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NAME OF REPORTING PERSON
LONE STAR VALUE INVESTORS GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
1,875,000
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
1,875,000
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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14
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TYPE OF REPORTING PERSON
OO
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3
CUSIP NO. 443787106
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1
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NAME OF REPORTING PERSON
LONE STAR VALUE MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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|
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
AF
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
1,875,000
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|
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8
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SHARED VOTING POWER
- 0 -
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||
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9
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SOLE DISPOSITIVE POWER
1,875,000
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||
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10
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SHARED DISPOSITIVE POWER
- 0 -
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875,000
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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||
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14
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TYPE OF REPORTING PERSON
OO
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4
CUSIP NO. 443787106
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1
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NAME OF REPORTING PERSON
JEFFREY E. EBERWEIN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
AF
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
1,875,000
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|
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8
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SHARED VOTING POWER
- 0 -
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||
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9
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SOLE DISPOSITIVE POWER
1,875,000
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||
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10
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SHARED DISPOSITIVE POWER
- 0 -
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875,000
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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14
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TYPE OF REPORTING PERSON
IN
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5
CUSIP NO. 443787106
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1
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NAME OF REPORTING PERSON
BRADLEY L. RADOFF
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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|
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
PF
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
603,800
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
603,800
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
603,800
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
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14
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TYPE OF REPORTING PERSON
IN
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6
CUSIP NO. 443787106
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1
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NAME OF REPORTING PERSON
RICHARD K. COLEMAN, JR.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
PF
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
3,000
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8
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SHARED VOTING POWER
- 0 -
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||
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9
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SOLE DISPOSITIVE POWER
3,000
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||
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10
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SHARED DISPOSITIVE POWER
- 0 -
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
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||
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
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|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14
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TYPE OF REPORTING PERSON
IN
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||
7
CUSIP NO. 443787106
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended to add the following:
In connection with the election of Jeffrey E. Eberwein and Richard K. Coleman, Jr. to the Board of Directors of the Issuer (the “Board”) at the 2014 annual meeting of stockholders held on May 29, 2014 (the “2014 Annual Meeting”), as described in further detail in Item 4 below, Mr. Coleman and Bradley L. Radoff are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 2. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Lone Star Value Investors were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,875,000 Shares beneficially owned by Lone Star Value Investors is approximately $6,845,352, including brokerage commissions.
The Shares purchased by each of Messrs. Radoff and Coleman were purchased with personal funds in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 603,800 Shares directly owned by Mr. Radoff is approximately $1,494,769, including brokerage commissions. The aggregate purchase price of the 3,000 shares directly owned by Mr. Coleman is approximately $11,269, excluding brokerage commissions.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following:
According to the preliminary voting results from the 2014 Annual Meeting of the Issuer, both of Lone Star Value Management’s director nominees, Jeffrey E. Eberwein and Richard K. Coleman, Jr., were elected to the Board by 26,100,463 votes, which represents close to 80% of all shares outstanding and approximately 95% of all the votes cast at the 2014 Annual Meeting.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 32,874,968 Shares outstanding, as of March 31, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2014.
8
CUSIP NO. 443787106
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A.
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Lone Star Value Investors
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(a)
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As of the close of business on May 29, 2014, Lone Star Value Investors beneficially owned 1,875,000 Shares.
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Percentage: Approximately 5.7%
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(b)
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1. Sole power to vote or direct vote: 1,875,000
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 1,875,000
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Lone Star Value Investors since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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B.
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Lone Star Value GP
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(a)
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Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the 1,875,000 Shares owned by Lone Star Value Investors.
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Percentage: Approximately 5.7%
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(b)
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1. Sole power to vote or direct vote: 1,875,000
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|
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2. Shared power to vote or direct vote: 0
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|
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3. Sole power to dispose or direct the disposition: 1,875,000
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Lone Star Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Lone Star Value Investors since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
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C.
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Lone Star Value Management
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(a)
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Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the 1,875,000 Shares owned by Lone Star Value Investors.
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Percentage: Approximately 5.7%
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(b)
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1. Sole power to vote or direct vote: 1,875,000
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2. Shared power to vote or direct vote: 0
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|
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3. Sole power to dispose or direct the disposition: 1,875,000
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Lone Star Value Management has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Lone Star Value Investors since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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9
CUSIP NO. 443787106
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D.
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Mr. Eberwein
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(a)
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Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the 1,875,000 Shares owned by Lone Star Value Investors.
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Percentage: Approximately 5.7%
|
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(b)
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1. Sole power to vote or direct vote: 1,875,000
|
|
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2. Shared power to vote or direct vote: 0
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|
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3. Sole power to dispose or direct the disposition: 1,875,000
|
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Eberwein has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Lone Star Value Investors since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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E.
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Mr. Radoff
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(a)
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As of the close of business on May 29, 2014, Mr. Radoff directly owned 603,800 Shares.
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Percentage: Approximately 1.8%
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(b)
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1. Sole power to vote or direct vote: 603,800
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 603,800
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Mr. Radoff has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
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F.
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Mr. Coleman
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(a)
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As of the close of business on May 29, 2014, Mr. Coleman directly owned 3,000 Shares.
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Percentage: Less than 1%
|
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(b)
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1. Sole power to vote or direct vote: 3,000
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 3,000
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Mr. Coleman since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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An aggregate of 2,481,800 Shares, constituting approximately 7.5% of the Shares outstanding, are reported in this Amendment No. 2 to the Schedule 13D.
10
CUSIP NO. 443787106
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Person. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended to add the following:
On May 29, 2014, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 2 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended to add the following exhibit:
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99.1
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Joint Filing Agreement by and among Lone Star Value Investors, LP, Lone Star Value Investors GP, LLC, Lone Star Value Management, LLC and Jeffrey E. Eberwein, dated May 29, 2014.
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11
CUSIP NO. 443787106
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 30, 2014
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Lone Star Value Investors, LP
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|||
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By:
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Lone Star Value Investors GP, LLC
General Partner
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By:
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/s/ Jeffrey E. Eberwein
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Name:
|
Jeffrey E. Eberwein
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Title:
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Manager
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Lone Star Value Investors GP, LLC
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|||
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By:
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/s/ Jeffrey E. Eberwein
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||
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Name:
|
Jeffrey E. Eberwein
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||
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Title:
|
Manager
|
||
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Lone Star Value Management, LLC
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|||
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By:
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/s/ Jeffrey E. Eberwein
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||
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Name:
|
Jeffrey E. Eberwein
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||
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Title:
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Sole Member
|
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/s/ Jeffrey E. Eberwein
|
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JEFFREY E. EBERWEIN
Individually and as attorney-in-fact for Richard K. Coleman, Jr.
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/s/ Bradley L. Radoff
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BRADLEY L. RADOFF
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12
CUSIP NO. 443787106
SCHEDULE A
Transactions in the Shares Since the Filing of Amendment No. 1 to the Schedule 13D
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
LONE STAR VALUE INVESTORS, LP
|
8,902
|
3.5355
|
05/21/14
|
|
|
5,000
|
3.5435
|
05/22/14
|
|
|
5,000
|
3.5495
|
05/23/14
|
|
|
5,000
|
3.5765
|
05/23/14
|
RICHARD K. COLEMAN, JR.
|
2,000
|
4.0000
|
05/27/2014
|
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 2 to the Schedule 13D originally filed on January 21, 2014 (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Hudson Global, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: May 29, 2014
|
Lone Star Value Investors, LP
|
|||
|
By:
|
Lone Star Value Investors GP, LLC
General Partner
|
||
|
By:
|
/s/ Jeffrey E. Eberwein
|
||
|
Name:
|
Jeffrey E. Eberwein
|
||
|
Title:
|
Manager
|
||
|
Lone Star Value Investors GP, LLC
|
|||
|
By:
|
/s/ Jeffrey E. Eberwein
|
||
|
Name:
|
Jeffrey E. Eberwein
|
||
|
Title:
|
Manager
|
||
|
Lone Star Value Management, LLC
|
|||
|
By:
|
/s/ Jeffrey E. Eberwein
|
||
|
Name:
|
Jeffrey E. Eberwein
|
||
|
Title:
|
Sole Member
|
||
|
/s/ Jeffrey E. Eberwein
|
|
|
JEFFREY E. EBERWEIN
|