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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 1, 2021

 

HILL INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   000-33961   20-0953973

(State or other jurisdiction

of incorporation) 

 

(Commission

File Number) 

 

(IRS Employer

Identification No.) 

 

One Commerce Square

2005 Market Street, 17th Floor

Philadelphia, PA

  19103
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (215) 309-7700

 

(Former name or former address, if changed since last report) 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 HIL New York Stock Exchange (NYSE)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨

 

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 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 1.02 Termination of a Material Definitive Agreement.

 

As previously disclosed, on December 5, 2018, Hill International, Inc. (the “Company”) entered into a Board Observer and Standstill Agreement (the “Agreement”) with Richter Capital LLC and David L. Richter (collectively, the “Richter Group”), pursuant to which the Richter Group agreed to certain standstill provisions and the Company agreed to appoint Mr. Richter as an observer to the Company’s Board of Directors (the “Board”).

 

As a result of a professional conflict, on February 1, 2021, Mr. Richter delivered a notice of termination of the Agreement to the Company. Mr. Richter is therefore no longer an observer to the Board and the Agreement has been terminated, provided that the Richter Group must comply with certain post-termination obligations (such as confidentiality, standstill and non-compete/non-solicit provisions) for applicable time periods.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  HILL INTERNATIONAL, INC.
     
     
  By: /s/ William H. Dengler, Jr.
  Name: William H. Dengler, Jr.
Dated: February 12, 2021 Title: Chief Administrative Officer, Executive Vice President and Corporate Secretary

 

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