As
filed
with the Securities and Exchange Commission on September 21, 2006
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
HILL
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or
other jurisdiction of incorporation or organization)
20-0953973
(I.R.S.
Employer Identification No.)
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303
LIPPINCOTT CENTRE, MARLTON, NEW
JERSEY
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08053
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(Address
of principal executive offices)
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(Zip
Code)
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HILL
INTERNATIONAL, INC. 401(k) RETIREMENT
SAVINGS PLAN
(Full
title of the plan)
Irvin
E.
Richter
Chief
Executive Officer
Hill
International, Inc.
303
Lippincott Centre
Marlton,
New Jersey 08053
(856)
810-6200
(Name,
address and telephone number of agent for service)
(856)
810-6200
(Telephone
number, including area code, of agent for service)
CALCULATION
OF REGISTRATION FEE
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Title
of Securities To Be Registered
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Amount
To Be Registered (1)
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Proposed
Maximum Offering Price Per Share (3)
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Proposed
Maximum Aggregate Offering Price (2)
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Amount
of Registration Fee
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Common
Stock, par value $0.0001 per share
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1,000,000
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$
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5.78
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$
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5,780,000
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$
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618.46
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(1)
In
addition, this Registration Statement also relates to such indeterminate
number
of additional shares of Common Stock of the Registrant as may be issuable
as a
result of stock splits, stock dividends or similar transactions.
(2)
Pursuant to Rule 416(c) of the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered
or sold
pursuant to the above Plan.
(3)
Estimated solely for the purpose of calculating the registration fee pursuant
to
Rule 457(h) of the Securities Act of 1933, and based on the average bid and
asked price of the Registrant’s Common Stock on the Nasdaq Stock Market on
September 19, 2006.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM
1.
Plan Information.
The
document(s) containing the information specified in Part I of Form S-8 will
be
sent or given to participants in the Hill International, Inc. 401(k) Retirement
Savings Plan as specified by Rule 428(b)(1) under the Securities Act of 1933,
as
amended (the “Securities Act”). Such documents are not being filed with the
Securities and Exchange Commission, but constitute, along with the documents
incorporated by reference into this Registration Statement, a prospectus
that
meets the requirements of Section 10(a) of the Securities Act.
ITEM
2.
Registrant Information and Employee Plan Annual Information.
The
Company will furnish without charge to each person to whom the prospectus
is
delivered, upon the written or oral request of such person, a copy of any
and
all of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference to the information that
is
incorporated). Requests should be directed to Hill International, Inc., 303
Lippincott Centre, Marlton, New Jersey 08053, Attention: General Counsel;
telephone: (856) 810-6200.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3.
Incorporation of Documents by Reference.
The
following documents have been filed by Hill International, Inc., a corporation
organized under the laws of the State of Delaware (the “Company” or the
“Registrant”), with the Securities and Exchange Commission (the “Commission”)
and are incorporated herein by reference (Commission File No.
000-50781):
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(a) |
The
Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005;
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(b) |
The
Company’s Definitive Proxy Statement on Schedule 14A filed June 6,
2006;
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(c) |
The
Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31
and July 1, 2006;
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(d) |
The
Company’s Current Reports on Form 8-K filed January 4, April 13, June 30,
July 5, July 26, August 18, September 6 and September 12, 2006;
and
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(e) |
The
description of the Common Stock included in the section entitled
“Description of Securities” in the registration statement on Form S-1, as
amended, which was initially filed with the Commission on April
23,
2004.
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All
documents filed after the date hereof by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act
of 1934, as amended, and prior to the filing of a post-effective amendment
which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, excluding those filings made under
items
2.02 or 7.01 of Form 8-K, shall be deemed to be incorporated by reference
in
this Registration Statement and to be part hereof from their respective dates
of
filing until the information contained in such documents superseded or updated
by any subsequently filed document which is incorporated by reference into
this
registration statement.
ITEM
4. Description
of Securities.
ITEM
5. Interests
of Named Experts and Counsel.
ITEM
6. Indemnification
of Directors and Officers.
The
Registrant’s certificate of incorporation provides that all directors, officers,
employees and agents of the Registrant shall be entitled to be indemnified
by
the Registrant to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law.
Section
145 of the Delaware General Corporation Law concerning indemnification of
officers, directors, employees and agents is set forth below.
Section
145. Indemnification
of officers, directors, employees and agents; insurance.
(a) A
corporation shall have power to indemnify any person who was or is a party
or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of
the
fact that the person is or was a director, officer, employee or agent of
the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint
venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding
if the
person acted in good faith and in a manner the person reasonably believed
to be
in or not opposed to the best interests of the corporation, and, with respect
to
any criminal action or proceeding, had no reasonable cause to believe the
person’s conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or
its equivalent, shall not, of itself, create a presumption that the person
did
not act in good faith and in a manner which the person reasonably believed
to be
in or not opposed to the best interests of the corporation, and, with respect
to
any criminal action or proceeding, had reasonable cause to believe that the
person’s conduct was unlawful.
(b) A
corporation shall have power to indemnify any person who was or is a party
or is
threatened to be made a party to any threatened, pending or completed action
or
suit by or in the right of the corporation to procure a judgment in its favor
by
reason of the fact that the person is or was a director, officer, employee
or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys’
fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in good
faith
and in a manner the person reasonably believed to be in or not opposed to
the
best interests of the corporation and except that no indemnification shall
be
made in respect of any claim, issue or matter as to which such person shall
have
been adjudged to be liable to the corporation unless and only 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.
(c) To
the
extent that a present or former director or officer of a corporation has
been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in
defense
of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection therewith.
(d) Any
indemnification under subsections (a) and (b) of this section (unless ordered
by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because
the
person has met the applicable standard of conduct set forth in subsections
(a)
and (b) of this section. Such determination shall be made, with respect to
a
person who is a director or officer at the time of such determination, (1)
by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less
than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the
stockholders.
(e) Expenses
(including attorneys’ fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding
may
be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys’ fees) incurred
by former directors and officers or other employees and agents may be so
paid
upon such terms and conditions, if any, as the corporation deems
appropriate.
(f) The
indemnification and advancement of expenses provided by, or granted pursuant
to,
the other subsections of this section shall not be deemed exclusive of any
other
rights to which those seeking indemnification or advancement of expenses
may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person’s official capacity and
as to action in another capacity while holding such office.
(g) A
corporation shall have power to purchase and maintain insurance on behalf
of any
person who is or was director, officer, employee or agent of the corporation,
or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person’s status as
such, whether or not the corporation would have the power to indemnify such
person against such liability under this section.
(h) For
purposes of this section, references to “the corporation” shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority
to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position
under
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.
(i) For
purposes of this section, references to “other enterprises” shall include
employee benefit plans; references to “fines” shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references
to “serving at the request of the corporation” shall include any service as a
director, officer, employee or agent of the corporation which imposes duties
on,
or involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person
who
acted in good faith and in a manner such person reasonably believed to be
in the
interest of the participants and beneficiaries of an employee benefit plan
shall
be deemed to have acted in a manner “not opposed to the best interests of the
corporation” as referred to in this section.
(j) The
indemnification and advancement of expenses provided by, or granted pursuant
to,
this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee
or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(k) The
Court
of Chancery is hereby vested with exclusive jurisdiction to hear and determine
all actions for advancement of expenses or indemnification brought under
this
section or under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. The Court of Chancery may summarily determine a
corporation’s obligation to advance expenses (including attorneys’
fees).”
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to the Registrant’s directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment of expenses incurred or paid by a director,
officer or controlling person in a 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 the court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Paragraph
B of Article Eighth of the Registrant’s certificate of incorporation
provides:
“The
Corporation, to the full extent permitted by Section 145 of the GCL, as amended
from time to time, shall indemnify all persons whom it may indemnify pursuant
thereto. Expenses (including attorneys’ fees) incurred by an officer or director
in defending any civil, criminal, administrative, or investigative action,
suit
or proceeding for which such officer or director may be entitled to
indemnification hereunder shall be paid by the Corporation in advance of
the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if
it shall ultimately be determined that he is not entitled to be indemnified
by
the Corporation as authorized hereby.”
The
Registrant’s bylaws provide the power to indemnify its officers, directors,
employees and agents or any person serving at the Registrant’s request as a
director, officer, employee or agent of another corporation, partnership,
joint
venture, trust or other enterprise to the fullest extent permitted by Delaware
law.
ITEM
7. Exemption
from Registration Claimed.
Not
Applicable.
ITEM
8. Exhibits.
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Exhibit
No.
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Description
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4.1
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Certificate
of Incorporation of the Registrant (previously filed with the Securities
and Exchange Commission as Exhibit 3.1 to the Registrant’s Registration
Statement on Form S-1 (333-114816) on April 23, 2004 and incorporated
herein by reference).
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4.2
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Bylaws
of the Registrant (Previously filed with the Securities and Exchange
Commission as Exhibit 3.2 to the Registration Statement on Form
S-1
(333-114816) on April 23, 2004 and incorporated herein by
reference).
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4.3
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Defined
Contribution Plan and Trust Sponsored by Prudential Retirement
Services:
Basic Plan Document #01 (Filed herewith).
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4.4
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Prudential
Retirement Services Nonstandardized 401(K) Plan Adoption Agreement:
Hill
International, Inc. 401(k) Retirement Savings Plan (Filed
herewith).
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5.1
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The
Company hereby undertakes that it has submitted or will submit
the Plan to
the Internal Revenue Service (“IRS”) in a timely manner and that it will
make all changes required by the IRS in order to qualify the Plan
under
Section 401 of the Internal Revenue Code.
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23.1
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Consent
of Amper, Politziner & Mattia P.C. (Filed
herewith).
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23.2
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Consent
of BDO Seidman, LLP (Filed herewith).
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24.1
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Power
of Attorney (included on signature page
hereto).
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(A) The
undersigned Registrant hereby undertakes:
(1) To
file,
during the 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. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective 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
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange
Act
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 therein, 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 15(d) of the Securities Exchange
Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is
incorporated by reference in the registration statement shall be deemed to
be a
new registration statement relating to the securities offered therein, 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.
SIGNATURES
HILL
INTERNATIONAL, INC.
Pursuant
to the requirements of the Securities Act of 1933, Hill International, Inc.
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 Township of Marlton, State of New Jersey on
September 20, 2006.
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HILL
INTERNATIONAL, INC.
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By: |
/s/Irvin
E. Richter |
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Irvin
E. Richter
Chief
Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, each of the undersigned constitutes and appoints Irvin
E.
Richter and David L. Richter, and each of them, as attorneys-in-fact and
agents,
with full power of substitution and resubstitution, for and in the name,
place
and stead of the undersigned, in any and all capacities, to sign any and
all
amendments (including post-effective amendments) to this registration statement
or any registration statement for this offering that is to be effective upon
the
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and
all post-effective amendments thereto, and to file the same, with all exhibits
thereto and all other documents in connection therewith, with the Securities
and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying
and
confirming all that each of said attorney-in-fact or substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in their capacities.
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Signature
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Title
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Date
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| /s/Irvin
E. Richter |
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Chairman
of the Board and
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September
20, 2006
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Irvin
E. Richter
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Chief
Executive Officer
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(principal
executive officer)
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| /s/David
L. Richter |
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President
and Chief Operating
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September
20, 2006
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David
L. Richter
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Officer
and Director
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| /s/
John Fanelli |
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Senior
Vice President and Chief
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September
20, 2006
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John
Fanelli III
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Financial
Officer (principal
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financial
and accounting officer)
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/s/
Eric S. Rosenfeld
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Director
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September
20, 2006
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| Eric
S. Rosenfeld |
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/s/
Alan S. Fellheimer
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Director
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September
20, 2006
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| Alan
S. Fellheimer |
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Director
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September
20, 2006
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| Bryan
W. Clymer |
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/s/
William
J. Doyle
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Director
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September
20, 2006
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| William
J. Doyle |
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/s/
Arnaud Ajdler
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Director
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September
20, 2006
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| Arnaud
Ajdler |
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SIGNATURES
HILL
INTERNATIONAL, INC. 401(k) RETIREMENT SAVINGS PLAN
Pursuant
to the requirements of the Securities Act of 1933, the trustees (or other
persons who administer the employee benefit plan) have caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Marlton, State of New Jersey, on September
20,
2006.
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HILL
INTERNATIONAL, INC.
401(k)
RETIREMENT SAVINGS PLAN
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By:
Hill International, Inc. as PlanSponsor
and Administrator |
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By: |
/s/ David L. Richter |
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David
L. Richter
President
and Chief Operating Officer
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EXHIBIT
INDEX
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Exhibit
No.
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4.1
*
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Certificate
of Incorporation of the Registrant.
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4.2
**
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Bylaws
of the Registrant.
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4.3+
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Defined
Contribution Plan and Trust Sponsored by Prudential Retirement
Services:
Basic Plan Document #01.
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4.4+
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Prudential
Retirement Services Nonstandardized 401(K) Plan Adoption Agreement:
Hill
International, Inc. 401(k) Retirement Savings Plan.
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5.1
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The
Company hereby undertakes that it has submitted or will submit
the Plan to
the Internal Revenue Service (“IRS”) in a timely manner and that it will
make all changes required by the IRS in order to qualify the Plan
under
Section 401 of the Internal Revenue Code.
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23.1+
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Consent
of Amper, Politziner & Mattia P.C.
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23.2+
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Consent
of BDO Seidman, LLP.
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24.1
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Power
of Attorney (included on signature page
hereto).
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*
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Previously
filed with the Securities and Exchange Commission as Exhibit 3.1
to the
Registrant’s Registration Statement on Form S-1 (333-114816) on April 23,
2004 and incorporated herein by
reference.
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**
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Previously
filed with the Securities and Exchange Commission as Exhibit 3.2
to the
Registration Statement on Form S-1 (333-114816) on April 23, 2004
and
incorporated herein by reference.
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