Unassociated Document
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As
filed with the United States Securities and Exchange Commission
on
November , 2006
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Registration
No. 333-114816
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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON,
D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
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TO
REGISTRATION STATEMENT ON FORM S-1
ON
REGISTRATION STATEMENT ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
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HILL
INTERNATIONAL, INC.
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(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
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(Address,
including zip code, and telephone number, including area code,of
registrant's principal executive offices)
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Irvin
E. Richter
Chairman
and Chief Executive Officer
Hill
International, Inc.
303
Lippincott Centre
Marlton,
New Jersey 08053
(856)
810-6200
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(Name,
address, including zip code, and telephone number, including area
code, of
agent for service)
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Copy
to:
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Jeffrey
A. Baumel, Esq.
Jeremy
L. Hirsh, Esq.
McCarter
& English, LLP
Four
Gateway Center
100
Mulberry Street
Newark,
New Jersey 07102
(973)
622-4444
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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.
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.
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.
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
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.
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.
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.
EXPLANATORY
NOTE
This
post-effective Amendment No. 2 to Form S-1 on Form S-3 is being filed to
supplement the registrant's disclosure under the section titled “Use of
Proceeds” and to add reference to Exhibit 5.1, and is otherwise unchanged from
the registrant's post-effective Amendment No. 1.
The
information in this prospectus supplement and accompanying prospectus is not
complete and may be changed. We may not sell these securities until the
prospectus supplement is delivered. This prospectus supplement and the
accompanying prospectus are not an offer to sell these securities and we are
not
soliciting offers to buy these securities in any state where the offer or sale
is not permitted.
Subject
to Completion, dated November 13, 2006
PRELIMINARY
PROSPECTUS
HILL
INTERNATIONAL, INC.
14,200,000
Shares
Common
Stock
This
prospectus relates to an aggregate of 14,200,000 shares of common stock, $0.0001
par value per share, that may be issued upon the exercise of outstanding
warrants. 13,600,000 of those warrants, which we refer to as our public
warrants, entitle the holders thereof, upon exercise, to purchase one share
of
our common stock at a price of $5.00 per share. 600,000 of those warrants
entitle the holders thereof, upon exercise, to purchase one share of our common
stock at a price of $6.25 per share.
Our
common stock is listed for trading on the Nasdaq Global Market under the trading
symbol "HINT." On November 9, 2006, the last reported sale price of our common
stock on Nasdaq was $5.89.
Investing
in our common stock involves certain risks. You should read this entire
prospectus and the applicable prospectus supplement carefully before you make
your investment decision. Please carefully consider the “Risk Factors" beginning
on page 1 of this prospectus.
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Per
Share
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Total
(1)
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Public
Offering Price
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$
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5.00
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(2)
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$
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71,750,000
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(2)
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Underwriting
Discounts and Commissions
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$
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0.00
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(3)
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$
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0
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(3)
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Proceeds,
Before Expenses, to Us.
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$
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5.00
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(2)
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$
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71,750,000
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(2)
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(1)
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These
amounts assume that all of our outstanding warrants are
exercised.
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(2)
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The
public offering price and the proceeds to us for 13,600,000 of the
share
is $5.00, and for 600,000 of the shares is
$6.25.
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| (3) |
We
have engaged EarlyBirdCapital, Inc., or EBC, on a non-exclusive basis,
as
our agent for the solicitation of the exercise of the warrants. Subject
to
certain conditions, we will pay EBC a commission of five
percent of the exercise price of the warrants, or $.25 per share,
for each
warrant exercised, payable on the date of such exercise. The amounts
presented in the above table assume that EBC, or any other soliciting
agent engaged by us, does not solicit any exercises of warrants.
If EBC
otherwise solicited fifty percent (50%) of the exercise of the public
warrants, and assuming that all warrants were exercised, total commissions
would be $1,700,000, and our proceeds, before expenses, would be
$70,050,000 (or approximately $4.933 per share). If EBC otherwise
solicited all of the exercises of the public warrants, and assuming
that
all warrants were exercised, total commissions would be $3,400,000,
and
our proceeds, before expenses, would be $68,350,000 (or approximately
$4.813 per share). See "Use of Proceeds.”
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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.
,
2006
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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ii
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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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7
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DETERMINATION
OF OFFERING PRICE
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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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PLAN
OF DISTRIBUTION
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8
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INDEMNIFICATION
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9
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LEGAL
MATTERS
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9
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EXPERTS
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9
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ABOUT
THIS PROSPECTUS
You
should rely only on the information contained or incorporated by reference
in
this prospectus and in an applicable prospectus supplement, if any, 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.
This
prospectus relates to an aggregate of 14,200,000 shares of common stock, $0.0001
par value per share, of the Company that may be issued upon the exercise of
the
Company’s outstanding warrants. 13,600,000 of those warrants, which we refer to
as our public warrants, entitle the holders thereof, upon exercise, to purchase
one share of our common stock at a price of $5.00 per share. 600,000 of those
warrants entitle the holders thereof, upon exercise, to purchase one share
of
our common stock at a price of $6.25 per share. Following the effectiveness
of
the registration statement of which this prospectus is a part, holders of the
warrants will be able to exercise their warrants by tendering the exercise
price
per share for each warrant so exercised.
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.
Vice
President and General Counsel
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:
| (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
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 superseded or updated by any subsequently filed
document which is incorporated by reference into this registration
statement.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
We
believe that some of the information in this prospectus constitutes
forward-looking statements within the definition of the Private Securities
Litigation Reform Act of 1995. However, the safe-harbor provisions of that
act
do not apply to statements made in this prospectus. You can identify these
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;
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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 and the Middle East.
Our
clients include the United States and other national governments and their
agencies, state and local governments and 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 divisions: 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, 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.
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.
Risks
Related to Our Business and Operations
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.
Hill
has had operating losses in two of its past three fiscal years.
Hill
has
not had a consistent record of operating profits. During the fiscal years ended
January 1, 2005 and December 27, 2003, Hill reported net losses of approximately
$424,000, and approximately $529,000, respectively. Due to Hill's history of
operating losses in the fiscal years ended January 1, 2005 and December 27,
2003, it is difficult for you to evaluate the Company's prospects for future
earnings based on past performance. Hill can not provide any assurance that
it
will be profitable in its 2006 fiscal year or any fiscal year in the future.
If
Hill fails to achieve consistent profitability, the value of your investment
would be negatively impacted.
Hill
depends 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, Hill will not realize all of its potential revenue and profit from
that project.
A
majority of Hill's revenues is derived from contracts with agencies and
departments of national, state and local governments, as well as foreign
governments. During the fiscal years ended December 27, 2003, January 1, 2005
and December 31, 2005, approximately 67.4%, 74.5% and 69.2%, respectively,
of
Hill's 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 Hill will not realize all of its potential revenue and profit
from that contract.
Because
Hill depends on government contracts for a significant portion of its revenue,
Hill's inability to win profitable government contracts could harm its
operations and adversely affect its net income.
Revenues
from federal government contracts and state and local government contracts
represented approximately 15.8% and 39.4%, respectively, of Hill's revenues
during fiscal year 2005 and revenues from foreign government contracts
represented approximately 14.0% of such annual revenues. Hill's inability to
win
profitable government contracts could harm its operations and adversely affect
its 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 Hill to make sustained
post-award efforts to reduce costs in order to realize revenues under these
contracts. If Hill is not successful in reducing the amount of costs it
anticipates, its profitability on these contracts may be negatively impacted.
Also, some of Hill's federal government contracts require U.S. government
security clearances. If Hill or certain of its personnel were to lose these
security clearances, Hill's ability to continue performance of these contracts
or to win new contracts requiring a clearance may be negatively
impacted.
Hill
depends on contracts that may be terminated by Hill's clients on short notice,
which may affect its ability to recognize all of its potential revenue and
profit from the project.
Substantially
all of Hill's contracts are subject to termination by the client either at
its
convenience or upon the default of Hill. If one of Hill's clients terminates
a
contract at its convenience, then Hill typically is able to recover only costs
incurred or committed, settlement expenses and profit on work completed prior
to
termination, which could prevent Hill from recognizing all of its potential
revenue and profit from that contract. For example, during the quarter ended
July 1, 2006, terminations and modifications of some of our contracts resulted
in a reduction of our previously reported backlog by approximately $16.0
million, or approximately 5.5% of our total backlog as of March 31, 2006. If
one
of Hill's clients terminates the contract due to Hill's default, Hill could
be
liable for excess costs incurred by the client in re-procuring services from
another source, as well as other costs.
Hill's
contracts with governmental agencies are subject to audit, which could result
in
adjustments to reimbursable contract costs or, if Hill is charged with
wrongdoing, possible temporary or permanent suspension from participating in
government programs.
Hill's
books and records are subject to audit by the various governmental agencies
it
serves 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, Hill or one of its subsidiaries is charged with wrongdoing or
the
government agency determines that Hill or one of its subsidiaries is otherwise
no longer eligible for federal contracts, then Hill 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, Hill is 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 Hill's operations.
Hill
submits change orders to its customers for work it performs beyond the scope
of
some of its contracts. If Hill's customers do not approve these change orders,
its net income and results of operations could be adversely impacted.
Hill
typically submits change orders under some of its contracts for payment of
work
performed beyond the initial contractual requirements. The applicable customers
may not approve or may contest these change orders and Hill cannot assure you
that these claims will be approved in whole, in part or at all. If these claims
are not approved, Hill's net income and results of operations could be adversely
impacted.
Hill's
business and operating results could be adversely affected by losses under
fixed-price contracts.
Hill
sometimes enters into fixed-price contracts that require it 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. In Hill's 2005 fiscal year,
$10,874,475 of Hill's revenue, or approximately 9.7% of Hill's total revenue
for
fiscal 2005, was derived from fixed-price contracts. Fixed-price contracts
expose Hill to a number of risks not inherent in cost-plus contracts, including
underestimation of costs, ambiguities in specifications, unforeseen costs or
difficulties, delays beyond Hill's 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
Hill's business.
Hill's
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 its future revenues and profits.
At
July
1, 2006, Hill's backlog of uncompleted projects under contract or awarded was
approximately $266 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. For example, during the quarter ended July 1, 2006,
terminations and modifications of some of our contracts resulted in a reduction
of our backlog by approximately $16.0 million, or approximately 5.5% of our
total backlog as of March 31, 2006. In addition, in many periods the volume
of
new contracts that we enter into may be less than the amount of backlog contract
work which we perform and complete during such period. For example, the excess
of (A) back-log contract work performed in the three-month period ended July
1,
2006 over (B) the new contracts entered into during the same three-month period
was approximately $9.0 million. Consequently, the combined impact of
terminations, modifications and the excess of backlog work performed over new
contracts awarded in the three-month period ended July 1, 2006 resulted in
a
reduction of our backlog by approximately $25.0 million during the three-month
period ended July 1, 2006.
Many
projects may remain in Hill's 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 Hill ultimately receives from
contracts reflected in its backlog. Included in Hill's backlog is the maximum
amount of all indefinite delivery/indefinite quantity ("ID/IQ"), or task order,
contracts, or a lesser amount if Hill does not reasonably expect to be issued
task orders for the maximum amount of such contracts. We can not provide any
assurance that Hill will in fact be awarded the maximum amount of such
contracts.
Hill
is dependent upon its key personnel.
Hill
is
dependent upon the efforts of its executive officers, particularly Irvin
Richter. Mr. Richter has served as Hill's only Chief Executive Officer since
its
founding in 1976, and the loss of Mr. Richter's services could have an adverse
effect on Hill's operations. Hill and Mr. Richter are parties to an employment
agreement for a term that commenced on June 28, 2006 and which extends until
June 27, 2009. Hill maintains key-man life insurance coverage for Mr.
Richter.
Hill's
ability to grow and compete in its industry will be harmed if it does not retain
the continued service of its 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 Hill competes. Hill may not be able to continue
to
attract and retain qualified personnel who are necessary for the development
of
its business or to replace qualified personnel. Any growth Hill experiences
is
expected to place increased demands on its resources and will likely require
the
addition of personnel and the development of additional expertise by existing
personnel. Also, some of Hill's personnel hold security clearance levels
required to obtain government projects and, if Hill 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 Hill's ability to complete
existing projects successfully and to compete for new projects.
Hill's
dependence on subcontractors, partners and specialists could adversely affect
its business.
Hill
relies on third-party subcontractors as well as third-party strategic partners
and specialists to complete its projects. To the extent that Hill cannot engage
such subcontractors, partners or specialists or cannot engage them on a
competitive basis, its ability to complete a project in a timely fashion or
at a
profit may be impaired. If Hill is unable to engage appropriate strategic
partners or specialists in some instances, it 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,
Hill 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
Hill's partners fail to perform their contractual obligations on a project,
Hill
could be exposed to legal liability, loss of reputation or reduced profits.
Hill
sometimes enters into 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 Hill's partners. If any of its partners fails to
satisfactorily perform its contractual obligations, Hill may be required to
make
additional investments and provide additional services to complete the project.
If Hill is unable to adequately address its partner's performance issues, then
its client could terminate the joint project, exposing Hill to legal liability,
loss of reputation or reduced profits.
Hill's
services expose it to significant risks of liability and its insurance policies
may not provide adequate coverage.
Hill's
services involve significant risks of professional and other liabilities that
may substantially exceed the fees that it derives from its services. In
addition, Hill sometimes contractually assumes liability under indemnification
agreements. Hill cannot predict the magnitude of potential liabilities from
the
operation of its business.
Hill
currently maintains 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, Hill's insurance policies may not protect it 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 Hill's business.
Also,
the
terrorist attacks that occurred on September 11, 2001 have had a material
adverse effect on the insurance industry as a whole. Consequently, along with
its competition, Hill has experienced, and expects to continue to experience,
a
significant increase in its insurance premiums.
International
operations expose Hill to legal, political and economic risks in different
countries and currency exchange rate fluctuations could adversely affect its
financial results.
During
the fiscal years ending December 27, 2003, January 1, 2005 and December 31,
2005, revenues attributable to Hill's international operations were 21.9%,
28.1%
and 34.6%, respectively. We expect the percentage of revenues attributable
to
its international operations to increase. There are risks inherent in doing
business internationally, including:
|
|
· |
lack
of developed legal systems to enforce contractual
rights;
|
|
|
· |
greater
risk of uncollectible accounts and longer collections
cycles;
|
|
|
· |
currency
exchange rate fluctuations;
|
|
|
· |
imposition
of governmental controls;
|
|
|
· |
political
and economic instability;
|
|
|
· |
changes
in U.S. and other national government policies affecting the markets
for
Hill's services;
|
|
|
· |
changes
in regulatory practices, tariffs and
taxes;
|
|
|
· |
potential
non-compliance with a wide variety of non-U.S. laws and regulations;
and
|
|
|
· |
general
economic and political conditions in these foreign markets.
|
Any
of
these factors could have a material adverse effect on Hill's business, results
of operations or financial condition.
Changes
to the laws of the foreign countries in which Hill operates may adversely affect
its international operations.
Hill
has
contracts to perform services for projects located in a number of foreign
countries, including, among others, Canada, the United Kingdom, Germany,
Romania, Macedonia, Serbia, Croatia, Latvia, Greece, Turkey, Iraq, Afghanistan,
Kuwait, Bahrain, Qatar, Egypt, Saudi Arabia, the United Arab Emirates,
China, Singapore, Malaysia, South Korea and Australia. Hill expects to have
additional similar contracts in the future. In addition, Hill has offices in
eleven foreign countries. The laws and regulations in the countries in which
Hill is working on projects or in which it has offices might change in a manner
that negatively impacts Hill's business. Such changes could have a material
adverse effect on Hill's business.
Hill's
business sometimes requires its 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
Hill's 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, Hill has employees working in Iraq, a high security
risk
country with substantial civil unrest and acts of terrorism. As a result, Hill
may be subject to costs related to employee injury, repatriation or other
unforeseen circumstances.
Hill
has 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, Hill has acquired eight companies and its strategy is to continue to
expand and diversify its operations with additional acquisitions as strategic
opportunities arise. Some of the risks that may affect Hill's ability to realize
any anticipated benefits from companies that it acquires include:
|
|
· |
unexpected
losses of key personnel or clients of the acquired
business;
|
|
|
· |
difficulties
arising from the increasing scope, geographic diversity and complexity
of
its 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 Hill's operations will require Hill to
continually improve its operational, financial and human resources management
systems and other internal systems and controls. If Hill is unable to manage
any
growth effectively or to successfully integrate any acquisitions, that could
have a material adverse effect on Hill's business.
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 shareholders;
|
| · |
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
October 26, 2006, there were 22,354,412 shares of our common stock outstanding.
Following the effectiveness of the registration statement of which this
prospectus is a part, an aggregate of 14,200,000 additional shares of our common
stock may be issued. 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 66.9% 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
amount of the proceeds we will receive from the shares covered by this
prospectus depends on the number of warrants exercised. If all of the warrants
are exercised, our gross proceeds from the sale of the shares of common stock
pursuant to the exercise of the warrants will be $71,750,000. We expect net
proceeds, which are what we will receive after paying the estimated expenses
of
this offering, to be approximately $71,705,000. For the purpose of estimating
net proceeds, we estimate that our offering expenses in this offering will
be
approximately $45,000. In the event that some of the warrants are exercised
as a
result of the efforts of a solicitation agent, our net proceeds per share
will
be reduced by $0.25 per share for each warrant that is exercised as a result
of
any such solicitation. For example, if a solicitation agent were to solicit
fifty percent (50%) of the exercises of the public warrants, and assuming
that
all of the warrants are exercised, total commissions would be $1,700,000
and net
proceeds would be approximately $70,005,000. See “Plan of Distribution,”
below.
We
intend
to use the net proceeds for working capital, or for other general corporate
purposes. We may also use a portion of the net proceeds to fund acquisitions
of
claims consulting and/or construction management firms.
DETERMINATION
OF OFFERING PRICE
The
offering price for the shares covered by this prospectus is the exercise price
of the warrants, which was determined at the time the warrants were issued.
The
exercise price of the warrants exercisable for 13,600,000 of the shares of
common stock is $5.00 per share. We refer herein to those warrants as the public
warrants. The exercise price of the warrants exercisable for 600,000 of the
shares of commons stock is $6.25 per share.
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 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.
PLAN
OF DISTRIBUTION
The
securities covered by this prospectus will be distributed solely to existing
warrantholders upon exercise of their warrants. The warrants are immediately
exercisable as of the effective date of the registration statement. The shares
of common stock issued upon exercise of the warrants will be freely tradable,
except that sales by warrantholders who are our affiliates will be subject
to
Rule 144 as promulgated under the Securities Act.
We
do not
know if or when the warrants will be exercised. We also do not know whether
any
of the shares acquired upon exercise will be sold.
We
have
engaged EarlyBirdCapital, Inc., which is referred to herein as EBC, on a
non-exclusive basis, as our agent for the solicitation of the exercise of the
warrants. With respect to such solicitation, we will (1) assist EBC with respect
to such solicitation, if requested by EBC, and (2) at EBC's request, provide
EBC, and direct our transfer and warrant agent to provide to EBC, at our cost,
lists of the record and, to the extent known, beneficial owners of, the
warrants. We will pay EBC a commission of five percent of the exercise price
of
the warrants, or $.25, for each warrant exercised, payable on the date of such
exercise, on the terms provided for in the warrant agreement, but only if
permitted under the rules and regulations of the NASD and only to the extent
that a warrant holder who exercises a warrant specifically designates, in
writing, that EBC solicited the exercise. EBC may engage sub-agents in its
solicitation efforts.
If
EBC
otherwise solicited twenty-five percent (25%) of the exercises of the public
warrants, and assuming that all warrants were exercised, total commissions
would
be $850,000, and net proceeds would be approximately $70,855,000. If EBC
otherwise solicited fifty percent (50%) of the exercises of the public warrants,
and assuming that all warrants were exercised, total commissions would be
$1,700,000, and net proceeds would be approximately $70,005,000. If EBC
otherwise solicited all of the exercises of the warrants, and assuming that
all
warrants were exercised, total commissions would be $3,400,000, and net proceeds
would be $68,305,000.
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 of 1933
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 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 31,
2005 and January 1, 2005 and for each of the three years in the period ended
December 31, 2005 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.
The
financial statements of the Company at December 31, 2005 and 2004 and for the
year ended December 31, 2005, the period from April 2, 2004 (inception) to
December 31, 2004, and the period from April 2, 2004 (inception) to December
31,
2005, have been audited by BDO Seidman, LLP, 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
|
|
$
|
0
|
|
|
Accounting
Fees and Expenses
|
|
$
|
15,000
|
|
|
Legal
Fees and Expenses
|
|
$
|
20,000
|
|
|
Printing
Fees and Expenses
|
|
$
|
5,000
|
|
|
Miscellaneous
|
|
$
|
5,000
|
|
| |
|
|
|
|
|
Total:
|
|
$
|
45,000
|
|
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 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 Registration Statement on Form
S-1
(333-114816) on April 23, 2004 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).
|
| |
|
|
|
4.4
|
|
Warrant
Certificate (previously filed with the Securities and Exchange
Commission
as Exhibit 4.3 to Amendment No. 1 to Registration Statement on
Form S-1/A
(333-114816) on May 28, 2004 and incorporated herein by
reference).
|
| |
|
|
|
4.5
|
|
Form
of Warrant Agreement (previously filed with the Securities and
Exchange
Commission as Exhibit 4.5 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* |
| |
|
|
|
23.1
|
|
Consent
of Amper, Politziner & Mattia P.C. (filed
herewith).
|
| |
|
|
|
23.2
|
|
Consent
of BDO Seidman, LLP (filed herewith).
|
| |
|
|
|
24.1
|
|
Power
of Attorney (included on signature page
hereto).
|
*
To be filed by an amendment or by a Current Report on
Form 8-K.
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 of 1933
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 of 1933 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 the Township
of
Marlton, State of New Jersey, on November 10, 2006.
| |
|
|
| |
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
|
|
November
10,
2006
|
|
Irvin
E. Richter
|
|
Chief
Executive Officer
(principal
executive officer)
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
David L. Richter
|
|
President
and Chief Operating
|
|
November
10, 2006
|
|
David
L. Richter
|
|
Officer
and Director
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
John Fanelli III
|
|
Senior
Vice President and Chief
|
|
November
10,
2006
|
|
John
Fanelli III
|
|
Financial
Officer (principal financial and
accounting officer)
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Eric S. Rosenfeld
|
|
Director
|
|
November
10,
2006
|
|
Eric
S. Rosenfeld
|
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Alan S. Fellheimer
|
|
Director
|
|
November
10,
2006
|
|
Alan
S. Fellheimer
|
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Brian W. Clymer
|
|
Director
|
|
November
10,
2006
|
|
Brian
W. Clymer
|
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
William J. Doyle
|
|
Director
|
|
November
10,
2006
|
|
William
J. Doyle
|
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Arnaud Ajdler
|
|
Director
|
|
November
10,
2006
|
|
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 Registration Statement on Form
S-1
(333-114816) on April 23, 2004 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).
|
| |
|
|
|
4.4
|
|
Warrant
Certificate (previously filed with the Securities and Exchange
Commission
as Exhibit 4.3 to Amendment No. 1 to Registration Statement on
Form S-1/A
(333-114816) on May 28, 2004 and incorporated herein by
reference).
|
| |
|
|
|
4.5
|
|
Form
of Warrant Agreement (previously filed with the Securities and
Exchange
Commission as Exhibit 4.5 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* |
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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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*
To be
filed by an amendment or by a Current Report on Form 8-K.