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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM
10-Q/A
 
(Amendment No. 1)
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2020
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
                    
to
                    
.
Commission File Number
1-10427
 
ROBERT HALF INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware
 
94-1648752
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
2884 Sand Hill Road
Suite 200
Menlo Park, California
 
94025
(Address of principal executive offices)
 
(zip-code)
 
Registrant’s telephone number, including area code: (650)
234-6000
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 $0.001 per share
 
RHI
 
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  
☒
    No  
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  
☒
    No  
☐
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.
Large accelerated filer
 
☒
 
Accelerated filer
 
☐
             
Non-accelerated
filer
 
☐
 
 
             
Smaller reporting company
 
☐
 
Emerging growth company
 
☐
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.    
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    Yes  
☐
    No  
☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of April 30, 2020: 114,602,242 shares of $.001 par value Common Stock
 
 
EXPLANATORY NOTE – AMENDMENT
Robert Half International Inc. (the “Company”) is filing this Amendment No. 1 on Form
10-Q/A
(the “Amendment”) to amend the Company’s quarterly report on Form
10-Q
for the period ended March 31, 2020 (the “Form
10-Q
”), filed with the Securities and Exchange Commission on May 4, 2020 (the “Original Filing Date”). This Amendment is an exhibit-only filing. The purpose of this Amendment is to correct Exhibit 3.2. which was incorrect on the Form 10-Q. Except for the changes to Exh. 3.2, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
No other changes have been made to the Form
10-Q.
This Amendment speaks as of the Original Filing Date of the Form
10-Q,
does not reflect events that may have occurred subsequent to the Original Filing Date and does not modify or update in any way any other disclosures made in the Form
10-Q.
In addition, as required by Rule
12b-15
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule
13a-14(a)
of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
ITEM 6. Exhibits
 
 
 
 
 
 
3.1
 
 
 
 
 
 
 
 
3.2
 
 
 
 
 
 
 
 
10.1*
 
 
 
 
 
 
 
 
31.1+
 
 
 
 
 
 
 
 
31.2+
 
 
 
 
 
 
 
 
32.1**
 
 
 
 
 
 
 
 
32.2**
 
 
 
 
 
 
 
 
101.1*
 
 
Part I, Item 1 of Form
10-Q
formatted in Inline XBRL.
 
 
 
 
 
 
104*
 
 
Cover page of Form
10-Q
formatted in Inline XBRL and contained in Exhibit 101.
*  
Previously filed with the Registrant’s Quarterly Report on Form
10-Q
for the period ended March 31, 2020, as filed on May 4, 2020.
+  
Filed herewith.
**
Previously furnished with the Registrant’s Quarterly Report on Form
10-Q
for the period ended March 31, 2020, as filed on May 4, 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 thereunto duly authorized.
 
 
 
Robert Half International Inc.
(Registrant)
 
 
 
 
 
Date: May 6, 2020
 
 
 
/s/ Michael C. Buckley
 
 
 
Michael C. Buckley
 
 
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and duly authorized signatory)
 
 
 
 
 
Date: May 6, 2020
 
 
 
/s/ M. Keith Waddell
 
 
 
M. Keith Waddell
 
 
 
President and Chief Executive Officer
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