Unassociated Document
As
filed with the United States Securities and Exchange Commission on December
19,
2007
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
REGISTRATION
STATEMENT ON FORM S-3
UNDER
THE
SECURITIES ACT OF 1933
HILL
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-0953973
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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303
Lippincott Centre
Marlton,
New Jersey 08053
(856)
810-6200
(Address,
including zip code, and telephone number, including area code,
of
registrant's principal executive offices)
Irvin
E.
Richter
Chairman
and Chief Executive Officer
Hill
International, Inc.
303
Lippincott Centre
Marlton,
New Jersey 08053
(856)
810-6200
(Name,
address, including zip code, and telephone
number,
including area code, of agent for service)
Copy
to:
Jeffrey
A. Baumel, Esq.
Jeremy
L.
Hirsh, Esq.
McCarter
& English, LLP
Four
Gateway Center
100
Mulberry Street
Newark,
New Jersey 07102
(973)
622-4444
Approximate
date of commencement of proposed sale to the public:
From
time
to time after the effective date of this Registration Statement.
If
the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. o
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If
this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. o
If
this
form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
CALCULATION
OF REGISTRATION FEE
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Title of Securities To Be
Registered
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Amount To Be Registered
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Proposed Maximum Offering Price
Per Share (1)
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Proposed Maximum Aggregate
Offering Price
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Amount of
Registration Fee
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Common
Stock, par value $0.0001 per share
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1,320,000
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$
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12.51
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$
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16,513,200
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$
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506.96
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(1)
Estimated solely for the purpose of calculating the registration fee pursuant
to
Rule 457(c) promulgated under the Securities Act of 1933, and based on the
average of the high and low sales price of the Registrant’s Common Stock on the
Nasdaq Global Market on December 13, 2007.
The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
Subject
to Completion, dated December 19, 2007
PRELIMINARY
PROSPECTUS
HILL
INTERNATIONAL, INC.
1,320,000
Shares of Common Stock
This
prospectus relates to 1,320,000 shares of our common stock that may be offered
for sale or otherwise transferred from time to time by the selling stockholders
named in this prospectus.
The
selling stockholders may offer their shares from time to time through public
or
private transactions, on or off of the Nasdaq Global Market at prevailing market
prices or at privately negotiated prices. We will not receive any of the
proceeds from the sale of the shares of common stock by the selling
stockholders.
Our
common stock is listed for trading on the Nasdaq Global Market under the trading
symbol "HINT." On December 13, 2007, the last reported sale price of our common
stock on the Nasdaq Global Market was $12.54.
Investing
in our common stock involves certain risks. You should read this entire
prospectus and the applicable prospectus supplement carefully before you make
your investment decision. Please carefully consider the “Risk Factors" beginning
on page 1 of this prospectus before investing.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
,
2007
TABLE
OF CONTENTS
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ABOUT
THIS PROSPECTUS
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i
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WHERE
YOU CAN FIND MORE INFORMATION
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i
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INCORPORATION
BY REFERENCE
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ii
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CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
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iii
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ABOUT
HILL INTERNATIONAL, INC.
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1
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RISK
FACTORS
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1
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USE
OF PROCEEDS
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8
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DIVIDEND
POLICY
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8
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DESCRIPTION
OF SECURITIES
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8
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SELLING
STOCKHOLDERS
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8
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PLAN
OF DISTRIBUTION
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9
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INDEMNIFICATION
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10
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LEGAL
MATTERS
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11
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EXPERTS
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11
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ABOUT
THIS PROSPECTUS
You
should rely only on the information contained or incorporated by reference
in
this prospectus and in any
applicable prospectus supplements, or in any amendment to this prospectus.
We
have not authorized any other person to provide you with different information,
and if anyone provides, or has provided, you with different or inconsistent
information, you should not rely on it. We will not make an offer to sell our
common stock in any jurisdiction where the offer or sale is not permitted.
You
should assume that the information appearing in this prospectus as well as
the
information we filed previously with the SEC and incorporated herein by
reference is accurate only as of the date of the document containing the
information.
In
this
prospectus, references to “the Company,” “we,” “us,” “our,” “registrant” and
“Hill” refer to Hill International, Inc. and its consolidated
subsidiaries.
WHERE
YOU CAN FIND MORE INFORMATION
We
are
subject to the information reporting requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and accordingly file
annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission (the “SEC”). Members of the public
may read and copy any materials we file with the SEC at the SEC's Public
Reference Room located at 450 Fifth Street, N.W., Room 1024, Washington, DC
20549. Information on the operation of the Public Reference Room may be obtained
by calling the SEC at 1-800-SEC-0330.
In
addition, we are required to file electronic versions of these materials with
the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval
(EDGAR) database system. Copies of this registration statement and its exhibits,
as well as of our annual reports, quarterly reports, proxy statements and other
filings, may be examined without charge via the EDGAR database. The internet
address of the EDGAR database is http://www.sec.gov.
We
will
provide without charge to each person, including any beneficial owner, to whom
this prospectus is delivered, upon written or oral request of such person,
a
copy of any or all of the documents incorporated by reference in this prospectus
other than exhibits, unless such exhibits specifically are incorporated by
reference into such documents or this prospectus.
Requests
for such documents should be addressed in writing or by telephone to:
William
H. Dengler, Jr.
Senior
Vice President, General Counsel and Secretary
Hill
International, Inc.
303
Lippincott Centre
Marlton,
NJ 08053
Telephone:
(856) 810-6200
We
have
filed the
following documents with the SEC (SEC File No. 000-50781), which are
incorporated herein by reference:
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The
Company’s Annual Report on Form 10-K for the fiscal year ended December
30, 2006;
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(b)
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The
Company’s Definitive Proxy Statement on Schedule 14A filed June 6,
2006;
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(c)
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The
Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 2007;
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(d)
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The
Company’s Current Reports on Form 8-K filed March 6, October 16, October
23, November 19 and November 30, 2007; and
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(e)
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The
description of the Common Stock included in the section entitled
“Description of Securities” in the registration statement on Form S-1
filed with the SEC on April 23, 2004, as amended by amendment no.
1 on
Form S-1/A, filed with the SEC on May 28,
2004.
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All
documents filed after the date hereof by the Registrant with the SEC pursuant
to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 is superseded or updated by any subsequently filed
document which is incorporated by reference into this registration
statement.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
We
intend
these forward-looking statements to be covered by the safe harbor provisions
for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and we are including this paragraph for purposes of complying
with
these safe harbor provisions. You can identify these forward-looking statements
by forward-looking words such as "may," "expect," "anticipate," "contemplate,"
"believe," "estimate," "intends," and "continue" or similar words. You should
read statements that contain these words carefully because they discuss future
expectations, contain projections of future results of operations or financial
condition or state other "forward-looking" information.
We
believe it is important to communicate our expectations to our security holders.
However, there may be events in the future that we are not able to predict
accurately or over which we have no control. The risk factors and cautionary
language discussed in this prospectus provide examples of risks, uncertainties
and events that may cause actual results to differ materially from the
expectations described by us in such forward-looking statements, including
among
other things:
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outcomes
of government reviews, inquiries, investigations and related litigation;
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continued
compliance with government regulations;
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legislation
or regulatory environments, requirements or changes adversely affecting
the business in which Hill is engaged;
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fluctuations
in client demand;
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management
of rapid growth;
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general
economic conditions as well as the outlook for the construction industry;
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Hill's
business strategy and plans; and
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the
results of future financing
efforts.
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You
are
cautioned not to place undue reliance on these forward-looking
statements, which
speak only as of the date of this
prospectus.
All
forward-looking statements included herein attributable to us are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section. Except to the extent required by applicable laws and
regulations, Hill undertakes no obligations to update these forward-looking
statements to reflect events or circumstances after the date of this prospectus
or to reflect the occurrence of unanticipated events.
ABOUT
HILL INTERNATIONAL, INC.
We
provide fee-based project management and construction claims services to clients
worldwide, but primarily in the United States, Europe, the Middle East and
Asia/Pacific. Our clients include the United States and other national
governments and their agencies, state and local governments and their agencies
and the private sector. Our company was incorporated in Delaware in 2004, under
the name Arpeggio Acquisition Corporation, as a specified purpose acquisition
corporation. On June 28, 2006, we merged with Hill International, Inc., a
Delaware corporation, and our company was the surviving entity of the merger.
Following the merger, we changed the name of our company to Hill International,
Inc. We are organized into two key operating segments: the Project Management
Group and the Construction Claims Group.
In
our
Project Management Group, we provide construction management services which
include program management, project management, construction management, project
management oversight, troubled project turnaround, staff augmentation,
estimating and cost management, project labor agreements and management
consulting. In our Construction Claims Group, we advise clients in order to
assist them in preventing or resolving claims and disputes based upon schedule
delays, cost overruns and other problems on major construction projects
worldwide.
Our
executive and operating offices are located at 303 Lippincott Centre, Marlton,
New Jersey 08053. The telephone number at our executive office is (856)
810-6200. We maintain a website at www.hillintl.com. The information contained
on our website is not a part of, and is not incorporated by reference into,
this
prospectus.
RISK
FACTORS
You
should carefully consider the following risk factors, together with all of
the
other information included in this report in evaluating your investment in
Hill
securities and any investment you decide to make in the common stock of Hill.
The
value
of your investment in Hill is subject to the significant risks inherent in
the
construction management and claims consulting business. You should carefully
consider the risks and uncertainties described below and other information
included in this report. If any of the events described below occur, our
business and financial results could be adversely affected in a material way.
This could cause the trading price of our equity securities to decline, perhaps
significantly, and you therefore may lose all or part of your investment.
Risks
Related to Our Business and Operations
We
have had operating losses in two of our past five fiscal years.
We
have
not had a consistent record of operating profits. Although we reported net
income in 2005 and 2006 of $3,142,000 and $8,580,000, respectively, during
the
2003 and 2004 fiscal years, we reported net losses of approximately $424,000
and
approximately $529,000, respectively. Due to the inconsistency of our earnings
pattern, it is difficult for you to evaluate our prospects for future earnings
based on past performance. We cannot provide any assurance that we will be
profitable in any fiscal year in the future. If we fail to achieve consistent
profitability, the value of your investment would be negatively impacted.
We
depend on long-term government contracts, many of which are funded on an annual
basis. If appropriations are not made in subsequent years of a multiple-year
contract, we will not realize all of our potential revenue and profit from
that
project.
A
significant amount of our revenues is derived from contracts with agencies
and
departments of national, state and local governments, as well as foreign
governments. During the 2004, 2005 and 2006 fiscal years and during the nine
month periods ended September 30, 2006 and September 30, 2007, approximately
74.5%, 69.2%, 54.7 %, 57.7% and 55.8%, respectively, of our total revenues
were
derived from contracts with government entities.
Most
government contracts are subject to the continuing availability of legislative
appropriation. Legislatures typically appropriate funds for a given program
on a
year-by-year basis, even though contract performance may take more than one
year. As a result, at the beginning of a program, the related contract is only
partially funded, and additional funding is normally committed only as
appropriations are made in each subsequent fiscal year. These appropriations,
and the timing of payment of appropriated amounts, may be influenced by, among
other things, the state of the economy, competing priorities for appropriation,
the timing and amount of tax receipts and the overall level of government
expenditures. If appropriations are not made in subsequent years on government
contracts, then we will not realize all of our potential revenue and profit
from
those contracts.
Because
we depend on government contracts for a significant portion of our revenue,
our
inability to win profitable government contracts could harm our operations
and
adversely affect our net income.
Total
revenues from federal government contracts and state and local government
contracts represented approximately 8.3% and 31.5%, respectively, of our total
revenues during fiscal year 2006 and approximately 11.5% and 30.7%,
respectfully, of our total revenues during the nine month period ended September
30, 2007 and revenues from foreign government contracts represented
approximately 14.9% of our fiscal year 2006 total revenues and 13.6% of our
total revenues for the nine month period ended September 30, 2007. Our inability
to win profitable government contracts could harm our operations and adversely
affect our net income. Government contracts are typically awarded through a
heavily regulated procurement process. Some government contracts are awarded
to
multiple competitors, causing increases in overall competition and pricing
pressure. The competition and pricing pressure, in turn, may require us to
make
sustained post-award efforts to reduce costs under these contracts. If we are
not successful in reducing the amount of costs we anticipate, our profitability
on these contracts may be negatively impacted. Also, some of our federal
government contracts require U.S. government security clearances. If we or
certain of our personnel were to lose these security clearances, our ability
to
continue performance of these contracts or to win new contracts requiring a
clearance may be negatively impacted.
We
depend on contracts that may be terminated by our clients on short notice,
which
may affect our ability to recognize all of our potential revenue and profit
from
the project.
Substantially
all of our contracts are subject to termination by the client either at its
convenience or upon our default. If one of our clients terminates a contract
at
its convenience, then we typically are able to recover only costs incurred
or
committed, settlement expenses and profit on work completed prior to
termination, which could prevent us from recognizing all of our potential
revenue and profit from that contract. If one of our clients terminates the
contract due to our default, we could be liable for excess costs incurred by
the
client in re-procuring services from another source, as well as other
costs.
Our
contracts with governmental agencies are subject to audit, which could result
in
adjustments to reimbursable contract costs or, if we are charged with
wrongdoing, possible temporary or permanent suspension from participating in
government programs.
Our
books
and records are subject to audit by the various governmental agencies we serve
and by their representatives. These audits can result in adjustments to
reimbursable contract costs and allocated overhead. In addition, if as a result
of an audit, we or one of our subsidiaries is charged with wrongdoing or the
government agency determines that we or one of our subsidiaries is otherwise
no
longer eligible for federal contracts, then we or, as applicable, that
subsidiary, could be temporarily suspended or, in the event of convictions
or
civil judgments, could be prohibited from bidding on and receiving future
government contracts for a period of time. Furthermore, as a U.S. government
contractor, we are subject to an increased risk of investigations, criminal
prosecution, civil fraud, whistleblower lawsuits and other legal actions and
liabilities to which non-government contractors are not, the results of which
could have a material adverse effect on our operations.
We
submit change orders to our customers for work we perform beyond the scope
of
some of our contracts. If our customers do not approve these change orders,
our
net income and results of operations could be adversely impacted.
We
typically submit change orders under some of our contracts for payment for
work
performed beyond the initial contractual requirements. The applicable customers
may not approve or may contest these change orders and we cannot assure you
that
these claims will be approved in whole, in part or at all. If these claims
are
not approved, our net income and results of operations could be adversely
impacted.
Our
business and operating results could be adversely affected by losses under
fixed-price contracts.
We
sometimes enters into fixed-price contracts that require us to either perform
all work under the contract for a specified lump-sum or to perform an estimated
number of units of work at an agreed price per unit, with the total payment
determined by the actual number of units performed. Approximately $10.8 million,
or approximately 5.5% of our total revenue for fiscal 2006, was derived from
fixed-price contracts. Fixed-price contracts expose us to a number of risks
not
inherent in cost-plus contracts, including underestimation of costs, ambiguities
in specifications, unforeseen costs or difficulties, delays beyond our control,
failures of subcontractors to perform and economic or other changes that may
occur during the contract period. Losses under fixed-price contracts could
have
a material adverse effect on our business.
Our
backlog of uncompleted projects under contract or awarded is subject to
unexpected adjustments and cancellations, including future appropriations by
the
applicable contracting government agency, and is, therefore, an uncertain
indicator of our future revenues and profits.
At
September 30, 2007, our backlog of uncompleted projects under contract or
awarded was approximately $380 million. We can not assure you that the revenues
attributed to uncompleted projects under contract will be realized or, if
realized, will result in profits.
Many
projects may remain in our backlog for an extended period of time because of
the
size or long-term nature of the contract. In addition, from time to time
projects are scaled back or cancelled. These types of backlog reductions
adversely affect the revenue and profit that we ultimately receive from
contracts reflected in our backlog. Included in our backlog is the maximum
amount of all indefinite delivery/indefinite quantity ("ID/IQ"), or task order,
contracts, or a lesser amount if we do not reasonably expect to be issued task
orders for the maximum amount of such contracts. We can not provide any
assurance that we will in fact be awarded the maximum amount of such
contracts.
We
depend on the continued services of certain executive officers. We cannot assure
you that we will be able to retain the services of these
individuals.
We
are
dependent upon the efforts and service of certain executive officers,
particularly Irvin E. Richter, our Chairman and Chief Executive Officer, and
David L. Richter, our President and Chief Operating Officer, because of their
knowledge, experience, skills and relationships with major clients. Irvin E.
Richter has served as our Chief Executive Officer since 1976. We have employment
agreements with these individuals which contain non-competition covenants which
survive their actual term of employment. We also maintain key-man life insurance
coverage for Irvin E. Richter. Nevertheless, were we to lose the services of
these individuals for any reason, that could have an adverse effect on our
operations.
Our
ability to grow and compete in our industry will be harmed if we do not retain
the continued service of our key management, sales and technical personnel
and
identify, hire and retain additional qualified personnel.
There
is
intense competition for qualified management, sales and technical personnel
in
the industry sectors in which we compete. We may not be able to continue to
attract and retain qualified personnel who are necessary for the development
of
our business or to replace qualified personnel. Any growth we experience is
expected to place increased demands on our resources and will likely require
the
addition of personnel and the development of additional expertise by existing
personnel. Also, some of our personnel hold security clearance levels required
to obtain government projects and, if we were to lose some or all of these
personnel, they may be difficult to replace. Loss of the services of, or failure
to recruit, key personnel could limit our ability to complete existing projects
successfully and to compete for new projects.
Our
dependence on subcontractors, partners and specialists could adversely affect
our business.
We
rely
on third-party subcontractors as well as third-party strategic partners and
specialists to complete our projects. To the extent that we cannot engage such
subcontractors, partners or specialists or cannot engage them on a competitive
basis, our ability to complete a project in a timely fashion or at a profit
may
be impaired. If we are unable to engage appropriate strategic partners or
specialists in some instances, we could lose the ability to win some contracts.
In addition, if a subcontractor or specialist is unable to deliver its services
according to the negotiated terms for any reason, including the deterioration
of
its financial condition or over-commitment of its resources, we may be required
to purchase the services from another source at a higher price. This may reduce
the profit to be realized or result in a loss on a project for which the
services were needed.
If
our partners fail to perform their contractual obligations on a project, we
could be exposed to legal liability, loss of reputation or reduced profits.
We
sometimes enter into joint venture subcontracts and other contractual
arrangements with outside partners to jointly bid on and execute a particular
project. The success of these joint projects depends on the satisfactory
performance of the contractual obligations of our partners. If any of our
partners fails to satisfactorily perform its contractual obligations, we may
be
required to make additional investments and provide additional services to
complete the project. If we are unable to adequately address our partner's
performance issues, then our client could terminate the joint project, exposing
us to legal liability, loss of reputation or reduced profits.
Our
services expose us to significant risks of liability and our insurance policies
may not provide adequate coverage.
Our
services involve significant risks of professional and other liabilities that
may substantially exceed the fees that we derive from our services. In addition,
we sometimes contractually assume liability under indemnification agreements.
We
cannot predict the magnitude of potential liabilities from the operation of
our
business.
We
currently maintain comprehensive general liability, umbrella and professional
liability insurance policies. Professional liability policies are "claims made"
policies. Thus, only claims made during the term of the policy are covered.
Additionally, our insurance policies may not protect us against potential
liability due to various exclusions and retentions. Partially or completely
uninsured claims, if successful and of significant magnitude, could have a
material adverse affect on our business.
International
operations expose us to legal, political and economic risks in different
countries and currency exchange rate fluctuations could adversely affect our
financial results.
During
our 2004, 2005 and 2006 fiscal years and during the nine month periods ended
September 30, 2006 and September 30, 2007, revenues attributable to our
international operations were 28.1%, 34.6%, 49.1%, 49.3% and 52.6%,
respectively. We expect the percentage of revenues attributable to our
international operations to increase. There are risks inherent in doing business
internationally, including:
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lack
of developed legal systems to enforce contractual rights;
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greater
risk of uncollectible accounts and longer collections cycles;
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currency
exchange rate fluctuations;
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imposition
of governmental controls;
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political
and economic instability;
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changes
in U.S. and other national government policies affecting the markets
for
Hill's services;
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changes
in regulatory practices, tariffs and taxes;
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potential
non-compliance with a wide variety of non-U.S. laws and regulations;
and
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general
economic and political conditions in these foreign
markets.
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Any
of
these factors could have a material adverse effect on our business, results
of
operations or financial condition.
Changes
to the laws of the foreign countries in which we operate may adversely affect
our international operations.
We
have
contracts to perform services for projects located in a number of foreign
countries, including, Canada, the United Kingdom, Germany, Romania, Macedonia,
Serbia, Croatia, Latvia, Greece, Turkey, Egypt, Libya, Iraq, Kuwait, Bahrain,
Qatar, Saudi Arabia, the United Arab Emirates, China, Singapore, Malaysia,
Vietnam, South Korea and Australia. We expect to have additional contracts
in
foreign countries in the future. In addition, we have offices in over 25 foreign
countries. The laws and regulations in the countries in which we are working
on
projects or in which we have offices might change. Such changes could have
a
material adverse effect on our business.
Our
business sometimes requires our employees to travel to and work in high security
risk countries, which may result in employee injury, repatriation costs or
other
unforeseen costs.
Many
of
our employees often travel to and work in high security risk countries around
the world that are undergoing or that may undergo political, social and economic
upheavals resulting in war, civil unrest, criminal activity or acts of
terrorism. For example, we have employees working in Iraq, a high security
risk
country with substantial civil unrest and acts of terrorism. As a result, we
may
be subject to costs related to employee injury, repatriation or other unforeseen
circumstances.
We
have acquired and may continue to acquire businesses as strategic opportunities
arise and may be unable to realize the anticipated benefits of those
acquisitions.
Since
1998, we have acquired nine businesses and our strategy is to continue to expand
and diversify our operations with additional acquisitions as strategic
opportunities arise. Some of the risks that may affect our ability to realize
any anticipated benefits from companies that we acquire include:
|
|
|
unexpected
losses of key personnel or clients of the acquired
business;
|
|
|
· |
difficulties
arising from the increasing scope, geographic diversity and complexity
of
our operations;
|
|
|
·
|
diversion
of management's attention from other business concerns;
and
|
|
|
·
|
adverse
effects on existing business relationships with
clients.
|
In
addition, managing the growth of our operations will require us to continually
improve our operational, financial and human resources management systems and
other internal systems and controls. If we are unable to manage any growth
effectively or to successfully integrate any acquisitions, that could have
a
material adverse effect on our business.
We
cannot be certain that we will be able to raise capital or obtain debt financing
to meet our future capital needs.
We
are
currently party to a revolving credit agreement to assist in funding working
capital needs and for potential future acquisitions. This agreement contains
certain covenants with respect to minimum net worth, total debt to EBITDA
ratios, fixed charge coverage ratios, billed accounts receivable to total debt
ratios as well as other financial covenants. If our operating results are not
as
positive as we expect, that could cause us to be in default of these covenants.
In addition, our current revolving credit agreement may not provide us with
sufficient credit to meet all of the future financial needs of our business.
There is no guarantee that we could increase the availability under our current
revolving credit agreement or obtain alternative debt or equity financing on
terms that would be acceptable to us, or at all.
Risks
Related to Ownership of Our Common Stock
The
market price for our common stock could be volatile and could decline, resulting
in a substantial or complete loss of your investment.
The
stock
markets, including the Nasdaq Global Market, on which we list our common stock,
have experienced significant price and volume fluctuations. As a result, the
market price of our common stock could be similarly volatile, and investors
in
our common stock may experience a decrease in the value of their shares,
including decreases unrelated to our operating performance or prospects. The
price of our common stock could be subject to wide fluctuations in response
to a
number of factors, including:
| |
·
|
our
operating performance and the performance of other similar
companies;
|
| |
·
|
actual
or anticipated differences in our operating
results;
|
| |
·
|
changes
in our revenues or earnings estimates or recommendations by securities
analysts;
|
| |
·
|
publication
of research reports about us or our industry by securities
analysts;
|
| |
·
|
additions
and departures of key personnel;
|
| |
·
|
speculation
in the press or investment
community;
|
| |
·
|
actions
by institutional stockholders;
|
| |
·
|
changes
in accounting principles;
|
| |
·
|
general
market conditions, including factors unrelated to our
performance.
|
Future
sales of our common stock may depress the price of our common
stock.
As
of
November 29, 2007, there were approximately 38.5 million shares of our common
stock outstanding. As a result of our redemption of our public warrants on
November 23, 2007, an aggregate of approximately 13.6 million additional shares
of our common stock were issued through exercises of our public warrants on
or
before November 23, 2007. Sales of a substantial number of these shares in
the
public market could decrease the market price of our common stock. In addition,
the perception that such sales might occur may cause the market price of our
common stock to decline. Future issuances or sales of our common stock could
have an adverse defect on the market price of our common stock.
Voting
control by four of our directors and one stockholder may limit your ability
to
influence the outcome of director elections and other matters requiring
stockholder approval.
Five
persons who are parties to a voting agreement dated June 28, 2006 (Irvin
Richter, David Richter, Brady Richter, Eric Rosenfeld and Arnaud Ajdler) own
approximately 43.7% of our voting stock. These persons have agreed to vote
for
each other's designees to our board of directors through director elections
in
2008. Accordingly, they will be able to control the election of directors and,
therefore, our policies and direction during the term of the voting agreement.
This concentration of ownership and voting agreement could have the effect
of
delaying or preventing a change in our control or discouraging a potential
acquirer from attempting to obtain control of us, which in turn could have
a
material adverse effect on the market price of our common stock or prevent
our
stockholders from realizing a premium over the market price for their shares
of
common stock.
USE
OF PROCEEDS
The
Company will not receive any proceeds from the sale of the common stock covered
by this prospectus.
DIVIDEND
POLICY
We
currently intend to retain all of our earnings to finance our operations, repay
any outstanding indebtedness and fund our future growth. We have not paid any
dividends in the past and do not expect to pay any dividends on our common
stock
for the foreseeable future.
DESCRIPTION
OF SECURITIES
The
description of the securities covered by this prospectus is contained in our
proxy statement filed with the SEC on June 6, 2006, under the heading
“Description of Arpeggio Common Stock and Other Securities –Common Stock,” and
that description is incorporated herein by reference.
SELLING
STOCKHOLDERS
The
following table sets forth information with respect to the beneficial ownership
of our common stock as of November 29, 2007, by each of the selling stockholders
and the maximum number of shares that may be sold hereunder.
We
do not
know when or in what amounts the selling stockholders will offer shares for
sale. The selling stockholders may choose not to sell any or all of the shares
offered by this prospectus. We cannot estimate the number of shares that will
be
sold in the offering or held by the selling stockholders after completion of
the
offering. For purposes of this table, however, we have assumed that, after
completion of the offering, the maximum number of shares covered by this
prospectus will have been sold by the selling stockholders. Messrs. Ajdler
and
Rosenfeld are directors of Hill International, Inc.
The
amounts and percentage of common stock beneficially owned are reported on the
basis of regulations of the SEC governing the determination of beneficial
ownership of securities. Under the rules of the SEC, a person is deemed to
be a
“beneficial owner” of a security if that person has or shares “voting power,”
which includes the power to vote or to direct the voting of such security,
or
“investment power,” which includes the power to dispose of or to direct the
disposition of such security. A person is also deemed to be a beneficial owner
of any securities of which that person has a right to acquire beneficial
ownership within 60 days. Under these rules, more than one person may be
deemed a beneficial owner of the same securities and a person may be deemed
to
be a beneficial owner of securities as to which such person has no economic
interest. The inclusion of shares in this table does not constitute an admission
of beneficial ownership of all such shares for the stockholders named below.
The
percentage of our share capital before and after this offering is based on
approximately 38.5 million shares of common stock outstanding on November 29,
2007.
| |
|
Shares Beneficially
Owned
|
|
Maximum Number
of Shares to be Sold
Hereunder
|
|
Shares Beneficially Owned
after the Sale of Maximum
Number of Shares
|
|
|
Name and Address
|
|
Number
of
Shares
|
|
%
|
|
Number
of Shares
|
|
Number
of
Shares
|
|
%
|
|
|
Eric
S. Rosenfeld(1)
|
|
|
1,576,837
|
|
|
4.1
|
|
|
1,080,000
|
|
|
496,837
|
|
|
1.3
|
|
|
Rosenfeld
1991 Children’s Trust(2)
|
|
|
120,000
|
|
|
*
|
|
|
120,000
|
|
|
0
|
|
|
*
|
|
|
Arnaud
Ajdler(3)
|
|
|
82,000
|
|
|
*
|
|
|
60,000
|
|
|
22,000
|
|
|
*
|
|
|
Jon
Bauer
|
|
|
60,000
|
|
|
*
|
|
|
60,000
|
|
|
0
|
|
|
*
|
|
*represents
less than 1% of the shares outstanding.
(1)
Includes 10,000 shares of common stock issuable upon exercise of options held
by
Mr. Rosenfeld.
(2)
The
sole trustee of the Rosenfeld 1991 Children’s Trust is Mrs. Eric Rosenfeld. Mr.
Rosenfeld disclaims beneficial
ownership of the common stock held by the Rosenfeld 1991 Children’s
Trust.
(3)
Includes 10,000 shares of common stock issuable upon exercise of options held
by
Mr. Ajdler.
PLAN
OF DISTRIBUTION
The
purpose of this prospectus is to permit the selling stockholders and their
pledgees, donees, transferees, or other successors in interest (collectively,
the “selling stockholders”) to offer for sale or to sell shares of common stock
covered by this prospectus at such time and at such prices as each of them,
in
its sole discretion, chooses. We will not receive any of the proceeds from
these
offerings or sales.
The
selling stockholders may sell or distribute some or all of their shares from
time to time through dealers or brokers or other agents or directly to one
or
more purchasers in transactions (which may involve crosses and block
transactions) on the Nasdaq Global Market or other exchanges on which our common
stock may be listed for trading, through put or call options transactions
relating to the shares, through short sales of shares, in privately negotiated
transactions (including sales pursuant to pledges) or in the over-the-counter
market, or in brokerage transactions or in a combination of these transactions.
In addition, the selling stockholders may sell or distribute some or all of
their shares of common stock in a transaction involving an underwriter. Such
transactions may be effected by the selling stockholders at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices, which may be changed. Brokers,
dealers or their agents participating in such transactions as agent may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders (and, if they act as agent for the purchaser of the shares,
from the purchaser). Such discounts, concessions or commissions as to a
particular broker, dealer or other agent might be in excess of those customary
in the type of transaction involved.
If
applicable law requires, we will provide a supplement to this prospectus to
disclose the specific shares to be sold, the public offering price of the shares
to be sold, the names of any agents, dealers or underwriters employed by the
selling stockholders in connection with such sale and any applicable commissions
or discounts with respect to a particular offer.
If
underwriters are used in the sale, the offered securities will be acquired
by
the underwriters for their own account. The underwriters may resell the
securities in one or more transactions, including negotiated transactions,
at a
fixed public offering price or at varying prices determined at the time of
sale.
The obligations of the underwriters to purchase the securities will be subject
to certain conditions. Unless indicated in an accompanying prospectus
supplement, the underwriters must purchase all the securities offered if any
of
the securities are purchased.
The
selling stockholders and any such brokers, dealers or other agents that
participate in such distribution may be deemed to be “underwriters” within the
meaning of the Securities Act of 1933 (the “Securities Act”), and any discounts,
commissions or concessions received by any such brokers, dealers or other agents
might be deemed to be underwriting discounts and commissions under the
Securities Act. Any underwriters or agents will be identified and their
compensation described in an accompanying prospectus supplement.
We
may
have agreements with the underwriters, dealers and agents to indemnify them
against certain civil liabilities, including liabilities under the Securities
Act, or to contribute with respect to payments that the underwriters, dealers
or
agents may be required to make.
In
connection with the offer and sale of the shares of common stock by the selling
stockholders, various state securities laws and regulations require that any
such offer and sale should be made only through the use of a broker-dealer
registered as such in any state where a selling stockholder engages such
broker-dealer and in any state where such broker-dealer intends to offer and
sell shares.
Under
applicable rules and regulations under the Exchange Act, any person engaged
in a
distribution of the shares of common stock offered hereby may not simultaneously
engage in market activities with respect to common stock for the applicable
period under Regulation M prior to the commencement of such distribution.
In addition, the selling stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including
Rule 10b-5 and Regulation M, which provisions may limit the timing of
purchases and sale of any of the shares by the selling stockholders. All of
the
foregoing may affect the marketability of the shares offered hereby.
We
will
pay all expenses of the registration of the offered securities, including SEC
filing fees and expenses of compliance with state securities or “blue sky” laws.
The selling stockholders will pay any underwriting discounts and selling
commissions. The selling stockholders will be indemnified by us against certain
civil liabilities, including certain liabilities under the Securities Act.
The
selling stockholders will indemnify us against certain civil liabilities,
including certain liabilities under the Securities Act.
INDEMNIFICATION
Our
certificate of incorporation provides that the Company, to the full extent
permitted by Section 145 of the Delaware General Corporation Law, as amended
from time to time, shall indemnify all persons whom it may indemnify pursuant
thereto. It further provides that 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 Company 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 Company as authorized thereby.
Our
bylaws provide the Company with the power to indemnify its officers, directors,
employees and agents or any person serving at the Company’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.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the registrant pursuant
to the foregoing provisions, the registrant has been informed that in the
opinion of the SEC such indemnification is against public policy as expressed
in
the Securities Act and is therefore unenforceable.
LEGAL
MATTERS
The
validity of the common stock offered hereby will be passed upon for us by
McCarter & English, LLP.
EXPERTS
The
consolidated financial statements of Hill International, Inc. at December 30,
2006 and December 31, 2005 and for each of the three years in the period ended
December 30, 2006 have been audited by Amper, Politziner & Mattia, P.C.,
independent registered public accounting firm, as set forth in their report
incorporated by reference herein, and are included in reliance upon such report
given on the authority of such firm as experts in accounting and
auditing.
PART
II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the estimated expenses payable by the registrant
in
connection with the sale and distribution of the securities registered hereby.
All amounts other than the SEC registration fee are estimated.
|
SEC
Registration Fee
|
|
$
|
507
|
|
|
Accounting
Fees and Expenses
|
|
$
|
10,000
|
|
|
Legal
Fees and Expenses
|
|
$
|
10,000
|
|
|
Printing
Fees and Expenses
|
|
$
|
5,000
|
|
|
Miscellaneous
|
|
$
|
4,493
|
|
| |
|
|
|
|
|
Total:
|
|
$
|
30,000
|
|
Item
15. Indemnification of Directors and Officers.
Our
certificate of incorporation provides that the Company, to the full extent
permitted by Section 145 of the Delaware General Corporation Law, as amended
from time to time, shall indemnify all persons whom it may indemnify pursuant
thereto. It further provides that 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 Company 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 Company as authorized thereby.
Our
bylaws provide the Company with the power to indemnify its officers, directors,
employees and agents or any person serving at the Company’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.
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.
Item
16. Exhibits.
|
Exhibit
No.
|
|
Description
|
| |
|
|
|
4.1
|
|
Certificate
of Incorporation of the Registrant (previously filed with the Securities
and Exchange Commission as Exhibit 3.1 to the Current Report on form
10-Q
for the quarter ended September 30, 2007 and incorporated herein
by
reference).
|
| |
|
|
|
4.2
|
|
Bylaws
of the Registrant (previously filed with the Securities and Exchange
Commission as Exhibit 3.2 to the Current Report on Form 10-Q for
the
quarter ended September 30, 2007 and incorporated herein by reference).
|
| |
|
|
|
4.3
|
|
Common
Stock Certificate (previously filed with the Securities and Exchange
Commission as Exhibit 4.2 to Amendment No. 1 to Registration Statement
on
Form S-1/A (333-114816) on May 28, 2004 and incorporated herein by
reference).
|
| |
|
|
|
5.1
|
|
Opinion
of McCarter & English, LLP (filed herewith).
|
| |
|
|
|
23.1
|
|
Consent
of Amper, Politziner & Mattia, P.C. (filed
herewith).
|
| |
|
|
|
23.2
|
|
Consent
of McCarter & English, LLP (included in Exhibit
5.1).
|
| |
|
|
|
24.1
|
|
Power
of Attorney (included on signature page
hereto).
|
Item
17. Undertakings.
(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;
(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 a 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, 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, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to
Section 15(d) of the Exchange Act) 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.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the registrant pursuant
to the foregoing provisions, the registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Marlton, State
of New Jersey, on December 14, 2007.
| |
|
|
| |
HILL
INTERNATIONAL, INC. |
|
|
|
| |
By: |
/s/
Irvin E. Richter
|
| |
|
| |
Irvin
E. Richter |
| |
Chairman
and Chief Executive Officer
|
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.
|
Signature
|
|
Title
|
|
Date
|
| |
|
|
|
|
|
/s/
Irvin
E. Richter
|
|
Chairman
of the Board and
Chief
Executive Officer
|
|
December
14, 2007
|
|
Irvin
E. Richter
|
|
(principal
executive officer)
|
|
|
| |
|
|
|
|
|
/s/
David
L. Richter
|
|
President
and Chief Operating
|
|
December
14, 2007
|
|
David
L. Richter
|
|
Officer
and Director
|
|
|
|
|
|
|
|
|
|
/s/ John
Fanelli III
|
|
Senior
Vice President and Chief
|
|
December
14, 2007
|
|
John
Fanelli III
|
|
Financial
Officer (principal
financial
and accounting
officer)
|
|
|
|
/s/
Eric S. Rosenfeld
|
|
Director
|
|
December
17, 2007
|
|
Eric
S. Rosenfeld
|
|
|
|
|
| |
|
|
|
|
|
/s/
Alan S. Fellheimer
|
|
Director
|
|
December
15, 2007
|
|
Alan
S. Fellheimer
|
|
|
|
|
| |
|
|
|
|
| /s/
Brian
W. Clymer |
|
Director
|
|
December
17, 2007
|
|
Brian
W. Clymer
|
|
|
|
|
| |
|
|
|
|
| /s/
William J. Doyle |
|
Director
|
|
December
15, 2007
|
|
William
J. Doyle
|
|
|
|
|
| |
|
|
|
|
| /s/
Arnaud Ajdler |
|
Director
|
|
December
17, 2007
|
|
Arnaud
Ajdler
|
|
|
|
|
INDEX
TO
EXHIBITS
|
Exhibit
No.
|
|
Description
|
| |
|
|
|
4.1
|
|
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).
|
| |
|
|
|
4.2
|
|
Bylaws
of the Registrant (previously filed with the Securities and Exchange
Commission as Exhibit 3.2 to the Current Report on Form 10-Q for
the
quarter ended September 30, 2007 and incorporated herein by reference).
|
| |
|
|
|
4.3
|
|
Common
Stock Certificate (previously filed with the Securities and Exchange
Commission as Exhibit 4.2 to Amendment No. 1 to Registration Statement
on
Form S-1/A (333-114816) on May 28, 2004 and incorporated herein by
reference).
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5.1
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Opinion
of McCarter & English, LLP (filed herewith).
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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 McCarter & English, LLP (included in Exhibit
5.1).
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24.1
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Power
of Attorney (included on signature page
hereto).
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