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): March 23, 2006
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.) |
622 Third Avenue, New York, New York 10017
(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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(a) Not applicable.
(b) On March 23, 2006, Nicholas G. Moore notified Hudson Highland Group, Inc. (the “Company”) that he will resign as a director of the Company effective upon the Company’s 2006 annual meeting of stockholders, which is currently scheduled for May 5, 2006. Mr. Moore is resigning as a director of the Company because he will be appointed to the audit committee of another public company that has an audit committee charter that does not permit a director to serve on more than three audit committees, which would have prevented Mr. Moore from continuing to serve on the Audit Committee of the Company’s Board of Directors.
(c) Not applicable.
(d) Not applicable.
A copy of the press release announcing Mr. Moore’s resignation, issued by the Company on March 28, 2006, is filed as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits. The following exhibit is being filed herewith:
(99.1) Press Release of Hudson Highland Group, Inc., dated March 28, 2006.
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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: March 29, 2006 | By: | /s/ Latham Williams | ||
| Latham Williams | ||||
| Vice President, Legal Affairs and Administration, Corporate Secretary | ||||
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HUDSON HIGHLAND GROUP, INC.
Exhibit Index to Current Report on Form 8-K
| Exhibit Number |
||
| (99.1) | Press Release of Hudson Highland Group, Inc., dated March 28, 2006. |
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Exhibit 99.1
| For Immediate Release | Contacts: | David Kirby | ||
| Hudson Highland Group | ||||
| 212-351-7216 | ||||
| David.Kirby@hhgroup.com | ||||
| Thomas Smith | ||||
| Ogilvy Public Relations Worldwide | ||||
| 212-880-5269 | ||||
| Thomas.Smith@ogilvypr.com | ||||
Hudson Highland Group to Appoint Robert Dubner
to Company’s Board of Directors
NEW YORK, NY – March 28, 2006 – Hudson Highland Group, Inc. (NASDAQ: HHGP), one of the world’s leading providers of specialized professional staffing, retained executive search and talent management solutions, today announced that Robert B. Dubner will be appointed to the company’s board of directors and to its audit and executive committees on April 3, 2006. Dubner will replace Nicholas G. Moore, who will resign as a director in conjunction with the company’s annual meeting of shareholders, currently scheduled for May 5, 2006, to focus on other business commitments.
Jon Chait, chairman and chief executive officer of Hudson Highland Group, said, “it is customary in these circumstances to thank the retiring director for his service, but this is really a special situation. Nick Moore agreed to join our board before the spinoff, when the company was incurring substantial operating losses. Nevertheless, he had confidence in the vision of what the company could become. He has been an important counselor to me in the journey from that starting point to profitability. We wish him all the best in the future.
“We are fortunate to be able to recruit Robert Dubner to our board of directors. Bob brings 35 years of global professional services consulting and management experience encompassing strategic planning, operational expertise, system implementations and Fortune 1000 client relationships,” said Chait. “These are all highly valued assets for our next stage of growth and development.”
Most recently, Dubner was a member of IBM’s Business Consulting Services Global Middle Market leadership team, creating and leading the implementation of its growth strategy. Prior to that, he was the U.S. and global leader of PricewaterhouseCoopers (PwC) Middle Market Consulting Practice. Dubner also has served on PwC’s U.S. Board of Partners and its Global Oversight Board, and previously on Coopers & Lybrand’s Board of Partners.
Dubner has a Bachelor of Arts degree from Franklin and Marshall College, and a Masters in Business Administration from New York University.
Hudson Highland Group
Hudson Highland Group is one of the world’s leading professional staffing, retained executive search and talent management solution providers. We help our clients achieve greater organizational performance by attracting, selecting, engaging and developing the best and brightest people for their businesses. Our approximately 3,800 employees in more than 20 countries are dedicated to providing unparalleled service and value to our clients. More information about Hudson Highland Group is available at www.hhgroup.com.