|
Registration No. 333-__________ |
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HUDSON HIGHLAND GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 59-3547281 | |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
622 Third Avenue
New York, New York 10017
(212) 351-7300
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
| Richard W. Pehlke Executive Vice President and Chief Financial Officer Hudson Highland Group, Inc. 622 Third Avenue New York, New York 10017 (212) 351-7300 |
with a copy to: Benjamin F. Garmer, III, Esq. Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414) 271-2400 | |
|---|---|---|
| (Name, address, including zip code, and telephone number, including area code, of agent for service) |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this
Registration Statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. |_|
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,
please check the following box. |_|
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. |X| 333-110765
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.
|_|
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please check the
following box. |_|
| Title of Each Class of Securities to Be Registered |
Proposed Maximum Aggregate Offering Price(1)(2) |
Amount of Registration Fee |
||
|---|---|---|---|---|
| Debt Securities | (3) | |||
| Common Stock, par value $.001(4) | (3) | |||
| Total | $4,999,992 | $633.50 | ||
| (1) | There are being registered under this registration statement such indeterminate number of shares of common stock of the registrant and such indeterminate principal amount of debt securities of the registrant, as shall have an aggregate initial offering price not to exceed $4,999,992. If any debt securities are issued at an original issue discount, then the debt securities registered shall include such additional debt securities as may be necessary such that the aggregate initial public offering price of all securities issued pursuant to this registration statement will equal $4,999,992. Any securities registered under this registration statement may be sold separately or as units with other securities registered under this registration statement. The proposed maximum initial offering prices per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered under this registration statement. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. |
| (3) | Not specified with respect to each class of securities being registered under this registration statement pursuant to General Instruction II.D of Form S-3. |
| (4) | In addition to any shares of common stock that may be issued directly under this registration statement, there are being registered hereunder an indeterminate number of shares of common stock as may from time to time be issued (i) at indeterminate prices or (ii) upon conversion or exchange of debt securities. No separate consideration will be received for any shares of common stock so issued upon conversion or exchange of debt securities. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933.
This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both as promulgated under the Securities Act of 1933. The contents of the Registration Statement on Form S-3 (Registration No. 333-110765) and the exhibits thereto, filed by Hudson Highland Group, Inc. with the Securities and Exchange Commission, which was declared effective on December 4, 2003, are incorporated herein by reference.
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 the City of New York, State of New York, on March 17, 2004.
| HUDSON HIGHLAND GROUP, INC. | ||
|---|---|---|
| By: | /s/ Jon F. Chait | |
| Jon F. Chait Chairman, President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date |
|---|---|---|
/s/ Jon F. Chait |
Chairman, President, Chief Executive Officer |
March 17, 2004 |
| Jon F. Chait | and Director (Principal Executive Officer) | |
/s/ Richard W. Pehlke |
Executive Vice President, Chief Financial Officer and |
March 17, 2004 |
| Richard W. Pehlke | Director (Principal Financial and Accounting Officer) | |
/s/ Ralph L. O'Hara |
Vice President, Controller |
March 17, 2004 |
| Ralph L. O'Hara | (Principal Accounting Officer) | |
* |
Director | March 17, 2004 |
| John J. Haley | ||
* |
Director | March 17, 2004 |
| David G. Offensend | ||
* |
Director | March 17, 2004 |
| Nicholas G. Moore | ||
* |
Director | March 17, 2004 |
| Rene Schuster | ||
* |
Director | March 17, 2004 |
| Jennifer Laing |
| By: | /s/ Jon F. Chait |
||
| Jon F. Chait Attorney-in-fact |
S-1
| Exhibit Number |
Document Description |
| (5) | Opinion of Foley & Lardner LLP. |
| (23.1) | Consent of BDO Seidman, LLP. |
| (23.2) | Consent of Foley & Lardner LLP (filed as part of Exhibit (5)). |
| (24) | Powers of Attorney [Incorporated by reference to Exhibit 24 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-110765)]. |
E-1