UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 13, 2006
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HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
__________
Delaware 0-25837 36-2681268
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
233 South Wacker Drive, Suite 4200, Chicago, IL 60606-6303
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 496-1200
N/A
(Former name or former address, if changed since last report.)
__________
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 (see General Instruction A.2. below):
/ / 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
JEFFREY R. SCHERB SEPARATION AGREEMENT.
On December 13, 2006, the Company entered into a Separation Agreement
and General Release with Jeffrey R. Scherb, currently the Company's
Chief Information Officer, Chief Operating Officer of the European
Region and Head of Knowledge Management Center in India. Under this
agreement, Mr. Scherb's last day of employment with the Company will
be December 31, 2006 (the "Termination Date"). Mr. Scherb will
receive a 2006 bonus payment of $210,000. He will also receive a
severance payment in an amount equal to his base salary of $400,000
and his target bonus of $262,500, for a total of $662,500. In
addition, Mr. Scherb will continue to receive (or, to the extent
already paid, be entitled to retain) expatriate benefits, including
reimbursement for his children's school fees and his housing expenses
through July 2007, provided that in no event shall such amounts,
together with moving expenses incurred in connection with his
relocating to the US, exceed $219,530. The separation agreement
provides that (i) all Company stock options granted to Mr. Scherb that
are vested as of the Termination Date will continue to be exercisable
for a period of sixty days after the Termination Date, (ii) all equity
awards and stock options that are unvested as of the Termination Date
will be forfeited, and (iii) six months after the Termination Date,
the Company will pay Mr. Scherb (a) an amount equal to the market
value as of the close of trading on December 29, 2006 of the portion
of the forfeited equity awards (restricted stock) that would have been
vested on the Termination Date if such awards had vested on a pro-rata
daily basis, plus (b) with respect to the portion of the forfeited
stock options that would have been vested on the Termination Date if
such options had vested on a pro-rata daily basis, an amount equal to
the difference between the market value as of the close of trading on
December 29, 2006 of such stock and the aggregate exercise price under
such options. The separation agreement provides for the execution of
a General Release and Waiver by Mr. Scherb and sets forth other
covenants in connection with the termination of his employment. For
more complete information, please refer to the full text of the
separation agreement which is attached to this Form 8-K as exhibit
99.01.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Effective December 31, 2006, Mr. Scherb's employment as the Company's
Chief Information Officer, Chief Operating Officer of the European
Region and Head of Knowledge Management Center in India will
terminate.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
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99.1 Separation Agreement and General Release between Jeffrey R.
Scherb and Heidrick & Struggles International, Inc., dated
as of December 12, 2006.
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.
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Registrant)
Date: December 14, 2006
By: /s/ K. Steven Blake
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Name: K. Steven Blake
Title: Secretary & General Counsel