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CUSIP
NO. 431466 10 1
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Irvin
E. Richter
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a)
x
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(b)
o
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3
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4
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OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
or 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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7
8
9
10
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8,957,075
6,706,772
1
8,957,075
6,706,772
(see footnote one)
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1
For purposes of Section 13(d), Irvin E. Richter may be deemed to beneficially
own an aggregate of 15,663,847 shares of common stock of the issuer consisting
of (a) 8,957,075 shares of common stock held by Mr. Richter directly, (b)
3,866,465 shares of common stock held by David L. Richter, (c) 2,237,375
shares
of common stock held by Brady H. Richter, and (d) 602,932 shares of common
stock
held by Stuart S. Richter. Each of Messrs. Irvin E. Richter, David L. Richter
and Stuart S. Richter is an officer of the Issuer. David L. Richter and Brady
H.
Richter are the sons of Irvin E. Richter. Stuart S. Richter is the brother
of
Irvin E. Richter. Mr. Irvin E. Richter disclaims beneficial ownership of
any
shares of common stock held by Messrs. David L. Richter, Brady H. Richter
and
Stuart S. Richter.
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,663,847
(see footnote one)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%
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14
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IN
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CUSIP
NO. 431466 10 1
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1.
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David
L. Richter
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a)
x
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(b)
o
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3.
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4.
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OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
or 2(e)
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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7.
8.
9.
10.
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3,866,465
11,797,382
2
3,866,465
11,797,382
(see footnote two)
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2
For purposes of Section 13(d), David L. Richter may be deemed to beneficially
own an aggregate of 15,663,847 shares of common stock of the issuer consisting
of (a) 3,866,465 shares of common stock held by Mr. Richter directly, (b)
8,957,075 shares of common stock held by Irvin E. Richter, (c) 2,237,375 shares
of common stock held by Brady H. Richter, and (d) 602,932 shares of common
stock
held by Stuart S. Richter. Each of Messrs. Irvin E. Richter, David L. Richter
and Stuart S. Richter is an officer of the Issuer. David L. Richter is the
brother of Brady H. Richter and the son of Irvin E. Richter. Mr. David L.
Richter disclaims beneficial ownership of any shares of common stock held by
Messrs. Irvin E. Richter, Brady H. Richter and Stuart S. Richter.
11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,663,847
(see footnote two)
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%
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14.
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IN
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CUSIP
NO. 431466 10 1
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1.
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Brady
H. Richter
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a)
x
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(b)
o
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3.
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4.
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OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d)
or 2(e)
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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7.
8.
9.
10.
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SOLE
VOTING POWER
2,237,375
2,237,375
SHARED
DISPOSITIVE POWER
13,426,472
(see footnote
three)
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3
For purposes of Section 13(d), Brady H. Richter may be deemed
to
beneficially own an aggregate of 15,663,847 shares of common stock
of the issuer
consisting of (a) 2,237,375 shares of common stock held by Mr. Richter
directly,
(b) 3,866,465 shares of common stock held by David L. Richter, (c)
8,957,075
shares of common stock held by Irvin E. Richter, and (d) 602,932 shares
of
common stock held by Stuart S. Richter. Each of Messrs. Irvin E. Richter,
David
L. Richter and Stuart S. Richter is an officer of the Issuer. Brady
H. Richter
is the brother of David L. Richter and is the son of Irvin E. Richter.
Mr. Brady
H. Richter disclaims beneficial ownership of any shares of common stock
held by
Messrs. David L. Richter, Irvin E. Richter and Stuart S. Richter.
11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,663,847
(see footnote three)
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE
INSTRUCTIONS)
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%
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14.
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IN
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CUSIP
NO. 431466 10 1
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1.
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Stuart
S. Richter
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a)
x
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(b)
o
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3.
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4.
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OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
or 2(e)
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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7.
8.
9.
10.
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SHARED
DISPOSITIVE POWER
15,060,915
(see footnote
four)
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4
For
purposes of Section 13(d), Stuart S. Richter may be deemed to beneficially
own
an aggregate of 15,663,847 shares of common stock of the issuer consisting
of
(a) 602,932 shares of common stock held by Mr. Richter directly, (b) 3,866,465
shares of common stock held by David L. Richter, (c) 2,237,375 shares of
common
stock held by Brady H. Richter, and (d) 8,957,075 shares of common stock
held by
Irvin E. Richter. Each of Messrs. Irvin E. Richter, David L. Richter and
Stuart
S. Richter is an officer of the Issuer. Stuart S. Richter is the brother
of
Irvin E. Richter, and he is the uncle of David L. and Brady H. Richter.
Mr.
Stuart S. Richter disclaims beneficial ownership of any shares of common
stock
held by Messrs. Irvin E. Richter, Brady H. Richter and David L.
Richter.
11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,663,847
(see footnote four)
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%
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14.
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IN
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Item
1.
Security
and Issuer.
The
securities to which this statement relates are shares of common stock, par
value
$.0001 per share (the “Common Stock”), of Hill International, Inc., a Delaware
corporation (the “Issuer”). The principal executive offices of the Issuer are
located at 303 Lippincott Centre, Marlton, New Jersey 08053.
Item
2.
Identity
and Background.
This
Schedule 13D/A is filed by Messrs. Irvin E. Richter, David L. Richter, Brady
H.
Richter and Stuart S. Richter (collectively, the “Filers”). The business address
of the Filers, other than Mr. Brady Richter, is Hill International, Inc., 303
Lippincott Centre, Marlton, New Jersey 08053. The address of Mr. Brady Richter
is: 68-9 St. Martin’s Lane, London WC2N 4JS, United Kingdom. Irvin E. Richter is
the chairman and chief executive officer of the Issuer. David L. Richter is
the
president and chief operating officer of the issuer. Stuart S. Richter is a
senior vice president of the issuer. Irvin E. Richter and David L. Richter
are
also directors of the Issuer. Each of the reporting persons is a citizen of
the
United States.
During
the last five years none of the individuals filing this Schedule 13D/A have
been
(1) convicted in a criminal proceeding or (2) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect
to
such laws.
Each
of
the Filers is a citizen of the United States.
Item
3.
Source
and Amount of Funds or Other Consideration.
On
June
28, 2006, in a private placement transaction and pursuant to the Agreement
and
Plan of Merger, by and among Hill International, Inc., Arpeggio Acquisition
Corporation and Messrs. Irvin E. Richter, David L. Richter and Brady H. Richter
(the “Merger Agreement”), the Filers acquired their shares of the Issuer in
exchange for their shares of Hill International, Inc. a Delaware corporation
(“Old Hill”). Pursuant to the Merger Agreement, Old Hill merged with Arpeggio
Acquisition Corporation, and Arpeggio Acquisition Corporation was the surviving
company of the merger. Immediately upon consummation of the merger Arpeggio
Acquisition Corporation changed its name to Hill International, Inc. (“New Hill”
or the “Issuer”). On the date of the merger, a number of the shares of common
stock of New Hill owned by the Filers were acquired pursuant to the merger
transaction in exchange for their shares of Old Hill.
On
April
6, 2007, pursuant to an earn-out right arising under the Merger Agreement,
the
Company issued a total of 2,300,000 shares of its common stock (the “2006
Earn-Out Shares”), which amount included an aggregate of 2,204,093 shares issued
to the Filers. The 2006 Earn-Out shares which were issued to the Filers
constitute part of the consideration for the shares of Old Hill that the Filers
exchanged in the merger.
On
October 23, 2007, the Company announced the redemption of its outstanding
warrants for the purchase of its common stock. In connection with the redemption
of the warrants and prior thereto, 13,575,601 warrants were exercised, each
for
one share of common stock. The final settlement date for the exercise of the
warrants was November 28, 2007. The Company’s issuance of the 13,575,601 shares
of common stock has reduced the percentage of the class of common stock that
is
owned by the Filers.
Item
4.
Purpose
of Transaction.
The
Filers acquired the shares of common stock of the Issuer for investment
purposes. The Filers may in the future be awarded stock pursuant to future
earn-out awards, or they may be awarded stock or options to purchase stock
of
the Issuer pursuant to compensatory incentive plans of the Issuer. For
description of the June 28, 2006 merger transaction, reference is made to the
disclosure in the Current Report on Form 8-K (File no. 000-50781) filed by
the
Issuer with the SEC on July 5, 2006, which is incorporated herein by reference.
Concurrently
with the closing of the merger, Messrs. Irvin E. Richter, David L. Richter
and
Brady H. Richter, on the one hand, and Mr. Eric Rosenfeld and Mr. Arnaud Ajdler,
on the other hand entered into a voting agreement dated as of June 28, 2006.
The
parties to the voting agreement currently collectively beneficially own
approximately 43.7% of the outstanding stock of the Issuer. The voting agreement
requires that each individual member of the two groups of signatories to the
voting agreement vote for the designees of the other group as the directors
of
the Issuer until immediately following the election at the annual meeting of
stockholders that will be held in 2008. The voting agreement is incorporated
by
reference as Exhibit 7.2 to this Schedule 13D/A.
Item
5.
Interest
in Securities of the Issuer.
(a)
and
(b):
As
of
April 12, 2007 the Filers beneficially and directly owned 15,663,847 shares
of
common stock consisting of 8,957,075 shares of common stock owned by Irvin
L.
Richter, 3,866,465 shares of common stock owned by David L. Richter, 2,237,375
shares of common stock owned by Brady H. Richter and 602,932 shares of common
stock owned by Stuart S. Richter. Each individual Filer has sole power to vote
and to dispose of the shares which he owns. In addition, each Filer may be
deemed to share the power to vote and dispose of those shares owned by each
of
the other three Filers.
(c):
None.
(d):
No
person
other than the Filers has the right to receive or the power to direct receipt
of
dividends, or the proceeds from the sale of the common stock of the Issuer.
(e):
Not
Applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships
With
Respect to Securities of the Issuer.
Messrs.
Irvin E. Richter, David L. Richter and Brady H. Richter are parties to Lock-up
Agreements with the Issuer pursuant to which each of them has agreed that they
will not sell or otherwise transfer any of the shares of common stock of the
issuer acquired by them in the merger until December 31, 2007, subject to
certain exceptions, including the right to use their shares to secure margin
loans not to exceed 20% of the value of the shares at the time that the loans
are made.
Messrs.
Irvin E. Richter, David L. Richter and Brady H. Richter have entered into a
voting agreement with Messrs. Eric Rosenfeld and Arnaud Ajdler, which agreement
requires that the Richter signatories to the voting agreement agree to vote
for
the designees of Messrs. Rosenfeld and Ajdler as Directors of the Issuer and
that Messrs. Rosenfeld and Ajdler agree to vote for the designees of the Richter
signatories to the voting agreement, in both cases until immediately following
the election that will be held at the annual meeting of stockholders of the
Issuer in 2008. The voting agreement is incorporated by reference as Exhibit
7.2
to this Schedule 13D/A.
The
Filers, together with other stockholders of Old Hill who received shares of
the
Issuer in the merger have agreed, pursuant to the Agreement and Plan of Merger,
to deposit 12% of such shares into escrow. The shares are in escrow to secure
any indemnification claims by the Issuer. Claims for indemnification may be
asserted by the Issuer once damages exceed $500,000 and are indemnifiable to
the
extent that damages exceed that amount. However, claims with respect to taxes
and certain other matters are not subject to such threshold. Shares still in
escrow on December 30, 2010, will be released on the next business day even
if
claims to which they relate are not then resolved. The Escrow Agreement was
attached as Annex F to the Definitive Proxy Statement filed by the Issuer on
June 6, 2006 and is incorporated herein by reference.
Item
7.
Materials
to be Filed as Exhibits
Exhibit
7.1
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Form
of Escrow Agreement (included as Annex F of the Definitive Proxy
Statement
(No. 000-50781), dated June 5, 2006 and incorporated by reference
herein).
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Exhibit
7.2
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Form
of Voting Agreement (included as Annex E of the Definitive Proxy
Statement
(No. 000-50781), dated June 5, 2006 and incorporated by reference
herein).
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Exhibit
7.3
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Agreement
and Plan of Merger dated December 5, 2005, as amended, by and among
Arpeggio Acquisition Corporation, Hill International, Inc. and the
then
stockholders of Hill International, Inc. (included as Annex A of
the
Definitive Proxy Statement (No. 000-50781) filed with the SEC and
incorporated by reference
herein).
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
December 3, 2007
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By:
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/s/
Irvin E. Richter
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Irvin
E. Richter
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By:
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/s/
David L. Richter
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David
L. Richter
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By:
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/s/
Brady H. Richter
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Brady
H. Richter
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By:
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/s/
Stuart S. Richter
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Stuart
S. Richter
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INDEX
TO
EXHIBITS
Exhibit
7.1
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Form
of Escrow Agreement (included as Annex F of the Definitive Proxy
Statement
(No. 000-50781), dated June 5, 2006 and incorporated by reference
herein).
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Exhibit
7.2
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Form
of Voting Agreement (included as Annex E of the Definitive Proxy
Statement
(No. 000-50781), dated June 5, 2006 and incorporated by reference
herein).
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Exhibit
7.3
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Agreement
and Plan of Merger dated December 5, 2005, as amended, by and among
Arpeggio Acquisition Corporation, Hill International, Inc. and the
then
stockholders of Hill International, Inc., (included as Annex A of
the
Definitive Proxy Statement (No. 000-50781) filed with the SEC and
incorporated by reference herein).
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