Current Report Filing (8-k)
February 06 2020 - 5:27PM
Edgar (US Regulatory)
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 3, 2020
HILL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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000-33961
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20-0953973
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, PA
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19103
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001
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HIL
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New York Stock Exchange (NYSE)
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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).
o
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.
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Item
8.01 Other Events.
As previously reported, in September 2017, the Board of Directors
of Hill International, Inc. (the “Company”) appointed a special committee of independent directors (the “Special
Committee”) to conduct a review of the need for, and causes of, the restatement of the Company’s financial statements.
The review was performed with the assistance of independent outside counsel and was completed in April 2018. The review discovered
facts that indicated certain former employees of the Company violated Company policies related to accounting for foreign currency
exchange transactions. The Company self-reported these facts to the staff of the Securities and Exchange Commission (the “SEC”)
in April 2018 and received a subpoena from the SEC in June 2018 and a second subpoena from the SEC in September 2019. Throughout
the SEC’s investigation, the Company cooperated with the SEC.
The Company has now agreed, without admitting or denying any
of the SEC’s allegations, to resolve the investigation by consent and a court-approved Consent Judgment to the effect that:
(1) the Company agrees to not violate (and is enjoined from violating) Section 17(a)(2) and (3) of the Securities Act of 1933 and
Sections 13(a) (and the relevant rules thereunder), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934; and (2)
the Company will pay a penalty of $500,000 to the SEC. Settlement of this matter was effective on February 3, 2020.
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.
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HILL INTERNATIONAL, INC.
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By:
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/s/ William H. Dengler, Jr.
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Name:
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William H. Dengler, Jr.
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Dated: February 6, 2020
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Title:
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Executive Vice President and Chief Administrative Officer
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