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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
_______________________
Date of
Report
(Date of
earliest event reported): September 23,
2010
Hudson Highland Group,
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-50129
|
59-3547281
|
|
(State
or other
jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
560
Lexington
Avenue, New
York, New York 10022
(Address
of principal executive offices, including zip code)
(212)
351-7300
(Registrant’s
telephone number, including area code)
_______________________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item
8.01.
|
Other
Events.
|
Since
2007, Hudson Highland Group, Inc. (the “Company”) has been responding to an
informal inquiry that became the previously disclosed investigation by the staff
of the Division of Enforcement (the “Staff”) of the Securities and Exchange
Commission (“SEC”) regarding disclosure of the Company’s North American state
sales tax charges and reserves. The total amount of the Company’s past due sales
tax liabilities for the seven-year period from 2001 to 2007 was less than $3.9
million. Company clients reimbursed the Company for approximately $450,000 of
such liabilities. The Company has settled all of such sales tax matters with,
and paid all taxes due to, the respective states. Furthermore, the Company
implemented a number of remedial actions and internal control enhancements in
2006 relating to sales tax matters, which have been
operating effectively for over three years. Under the direction of
the Company’s Audit Committee, the Company fully and voluntarily cooperated with
the Staff’s requests for information.
As
previously disclosed, on May 13, 2009, the Company received a “Wells
Notice” from the SEC in connection with the investigation by the Staff described
above. According to the Wells Notice, the Staff intended to recommend that the
SEC bring a civil injunctive action against the Company alleging that the
Company violated Section 13(a) of the Securities Exchange Act of 1934 and
related Rules 13a-1 and 13a-13. The Staff indicated that such Wells Notice
related to an alleged lack of narrative disclosure concerning sales tax matters
in the MD&A contained in the Company’s Quarterly Reports on Form 10-Q for
the quarters ended June 30, 2006, September 30, 2006 and
March 31, 2007 and the Annual Report on Form 10-K for the year ended
December 31, 2006. The SEC did not allege that the company’s
financial statements were incorrect in any respect. All quarterly and annual
financial statements for these periods were reviewed or audited by the Company’s
independent auditor at the time.
On
September 23, 2010, the Company received an additional Wells Notice from the SEC
in connection with the investigation related to the same
topic. According to the additional Wells Notice, the Staff also
intends to recommend that the SEC bring a civil injunctive action against the
Company alleging that the Company violated Sections 13(b)(2)(A) and 13(b)(2)(B)
of the Securities Exchange Act of 1934, which require registrants to keep books
and records that accurately and fairly reflect transactions and dispositions of
assets and to maintain a system of internal accounting controls, and seeking an
unspecified civil money penalty.
The
Company disagrees with the Staff’s proposed recommendations.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
HUDSON
HIGHLAND GROUP, INC.
Date: September
27, 2010
By:
/s/ Latham Williams
Latham
Williams
Senior
Vice President, Legal Affairs and
Administration,
Corporate Secretary
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