Securities Registration: Employee Benefit Plan (s-8)
September 06 2018 - 5:11PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 6, 2018
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
THE HACKETT GROUP, INC.
(Exact name of registrant as specified in its charter)
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Florida
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65-0750100
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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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1001 Brickell Bay Drive
Suite 3000
Miami,
Florida 33131
(305)
375-8005
(Address of principal executive offices)
The Hackett Group, Inc. 1998 Stock Option and Incentive Plan (Amended and Restated as of March 16, 2015)
The Hackett Group, Inc. Employee Stock Purchase Plan
(Full title of the plan)
Frank A. Zomerfeld, Esq.
General Counsel and Secretary
1001 Brickell Bay Drive
Suite 3000
Miami,
Florida 33131
(305)
375-8005
(Name, address and telephone number, including area code, of agent for service)
Copies to:
John
B. Beckman
Hogan Lovells US L.L.P.
555 Thirteenth Street, N.W.
Washington, DC 20004
(202)
637-5600
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule
12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Shares, $0.001 par value per share
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2,650,000
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$20.16
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$53,424,000
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$6,651.29
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933 (the Securities Act), as amended, this
registration statement also covers an indeterminate number of additional shares of common stock that may become issuable under the plans referenced above by reason of any stock dividend, stock split, recapitalization or other similar transaction.
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(2)
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Estimated pursuant to Rule 457 (c) and (h) under the Securities Act solely for purposes of calculating the
amount of registration fee, based on the average of the high and low prices per share of the Common Stock on September 5, 2018, as reported on The NASDAQ National Market.
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PART I
EXPLANATORY STATEMENT
This Registration
Statement on Form
S-8
is being filed by The Hackett Group Inc. (the Company, we, us or our) to register an additional 2,400,000 shares of our common stock for
issuance pursuant to our amended and restated 1998 Stock Option and Incentive Plan, as amended (the Plan) and an additional 250,000 shares of our common stock for issuance pursuant to our Employee Stock Purchase Plan, as amended (the
Purchase Plan). The Plan was amended and restated on March 16, 2015 to increase the number of shares authorized for issuance by 1,200,000 shares and further amended on May 3, 2017 to increase the number of shares authorized for
issuance by an additional 1,200,000 shares. The Purchase Plan was amended on May 3, 2017 to increase the number of shares authorized for issuance by 250,000 shares.
Earlier registration statements on Form
S-8
related to the Plan and the Purchase Plan were filed by the Company with
the Securities and Exchange Commission (the Commission) on September 9, 2003 (Registration
No. 333-108640),
July 3, 2001 (Registration
No. 333-64542),
June 16, 2000 (Registration
No. 333-39460),
November 9, 1999 (Registration
No. 333-90635)
and December 30, 1998 (Registration
No. 333-69951).
In accordance with General Instruction E to Form
S-8,
the contents of such earlier registration statements are
incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those Items on Form
S-8
containing new information not contained in the
earlier registration statement are presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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We hereby incorporate by reference into this Registration Statement the following documents filed with the Commission:
(1)
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Our Annual Report on Form
10-K
for the fiscal year ended
December 29, 2017, filed on March 9, 2018;
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(2)
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The portions of our Definitive Proxy Statement for our 2018 Annual Meeting of Stockholders, filed on
March 23, 2018, incorporated by reference in our Annual Report on Form
10-K
for the fiscal year ended December 29, 2017;
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(3)
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Our Quarterly Report on Form
10-Q
for the quarter ended March 30,
2018, filed on May 9, 2018;
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(4)
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Our Quarterly Report on Form
10-Q
for the quarter ended June 29,
2018, filed on August 8, 2018;
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(5)
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Our Current Report on Form
8-K,
filed on May 8, 2018; and
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(6)
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the description of our common stock contained in our Registration Statement on Form
8-A,
filed under Section 12 of the Exchange Act, and all amendments or reports filed for the purpose of updating such description.
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In addition, all documents and reports subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
Exchange Act), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of such documents or reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form
S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on this 6th day of
September, 2018.
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THE HACKETT GROUP, INC.
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By:
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/s/ Ted A. Fernandez
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Name:
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Ted A. Fernandez
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Title:
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Chief Executive Officer and
Chairman of the
Board
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Ted A. Fernandez and Robert A. Ramirez, and each of them, his or her true and lawful
attorney-in-fact
and agent, with fullpower of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any
amendments to this Registration Statement, and to file the same, with all exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, 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 he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or their, his or her
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated:
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Name
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Title
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Date
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/s/ Ted A. Fernandez
Ted A. Fernandez
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Chief Executive Officer and Chairman (Principal Executive
Officer)
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September 6, 2018
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/s/ Robert A. Ramirez
Robert A. Ramirez
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Executive Vice President, Finance and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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September 6, 2018
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/s/ David N. Dungan
David N. Dungan
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Chief Operating Officer and Director
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September 6, 2018
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/s/ Richard Hamlin
Richard Hamlin
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Director
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September 6, 2018
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/s/ John R. Harris
John R. Harris
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Director
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September 6, 2018
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/s/ Robert A. Rivero
Robert A. Rivero
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Director
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September 6, 2018
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/s/ Alan T.G. Wix
Alan T.G. Wix
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Director
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September 6, 2018
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