Document/Exhibit Description Pages Size
1: S-8 POS Post-Effective S-8 Amendment No. 1 7 30K
2: EX-4.2 Hudson Global Resources Share Incentive Plan 92 181K
3: EX-5 Opinion of Foley & Lardner 2 10K
4: EX-23.1 Consent of Bdo Seidman, LLP. 1 6K
5: EX-24 Powers of Attorney 4 12K
Registration No. 333--104212
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________________
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. Employee Stock Purchase Plan
Hudson Global Resources Share Incentive Plan
(Full title of the plans)
__________________________________
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)
__________________________________
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.
---------------------------------------
The following documents filed with the Commission by Hudson Highland Group,
Inc. (the "Company") 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 Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2003 (File No. 0-50129).
3. 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 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.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
None.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
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
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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 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.
-3-
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.
Item 9. Undertakings.
------------
(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
-4-
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.
-5-
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the 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 16th day of May, 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 Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
[Enlarge/Download Table]
Signature Title Date
--------- ----- ----
/s/ Jon F. Chait Chairman of the Board, President, Chief May 16, 2003
---------------------------------- Executive Officer and Director (Principal
Jon F. Chait Executive Officer)
/s/ Richard W. Pehlke Executive Vice President, May 16, 2003
---------------------------------- Chief Financial Officer and Director
Richard W. Pehlke (Principal Financial Officer)
* Director May 16, 2003
----------------------------------
John J. Haley
* Director May 16, 2003
----------------------------------
Nicholas G. Moore
* Director May 16, 2003
----------------------------------
David G. Offensend
* Director May 16, 2003
----------------------------------
Rene Schuster
* By: /s/ Jon F. Chait
-----------------------------
Jon F. Chait
Attorney-in-fact
S-1
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit Description
------ -------------------
(4.1) Hudson Highland Group, Inc. Employee Stock Purchase Plan.*
(4.2) Hudson Global Resources Share Incentive Plan.
(4.3) 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)).
(24) Powers of attorney.
________________
* Previously filed.
E-1
Dates Referenced Herein and Documents Incorporated by Reference
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