UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-25837
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
--------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2681268
------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
233 South Wacker Drive, Suite 4200, Chicago, Illinois 60606-6303
--------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(312) 496-1200
--------------------------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 per value
Indicate by check mark if the registrant is a well-known seasoned
issuer as defined in Rule 405 of the Act. Yes / / No /X/
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 of Section 15(d) of the Act.
Yes / / No /X/
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 /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. / /
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer or a non-accelerated filer. See definition
of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of
the Act. (Check one):
Large accelerated filer / /
Accelerated filer /X/
Non-accelerated filer / /
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes / / No /X/
The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant on June 30, 2005 was approximately
$472,709,128 based upon the closing market price of $26.08 on that
date of a share of Common Stock as reported on the Nasdaq National
Market. As of February 24, 2006, there were 18,583,534 shares of the
Company's Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for its Annual
Meeting of Stockholders to be held on May 24, 2006, are incorporated
by reference into Part III of this Form 10-K.
* * *
This amendment is being filed for the sole purpose of filing Exhibits
31.3 and 31.4.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
1. Index to Consolidated Financial Statements:
See Consolidated Financial Statements included as part of
this Form 10-K beginning on page 33.
2. Financial Statement Schedules:
Page
----
Schedule II -- Valuation and Qualifying Accounts 68
---------------------------------
3. Exhibits:
Exhibit
No. Description
------- -----------
3.01 Amended and Restated Certificate of Incorporation of the
Registrant (Incorporated by reference to Exhibit 3.02 of
this Registrant's Registration Statement on Form S-4 (File
No. 333-61023))
3.02 Amended and Restated By-laws of the Registrant (Incorporated
by reference to Exhibit 3.02 of the Registrant's Form 10-K
Filed March 26, 2003)
4.01 Specimen Stock Certificate (Incorporated by reference to
Exhibit 4.01 of this Registrant's Registration Statement on
Form S-4 (File No. 333-61023))
10.01 Credit Agreement among Heidrick & Struggles International,
Inc., the Lenders party thereto and JPMorgan Chase Bank, as
administrative Agent (Incorporated by reference to Exhibit
10.01 of the Registrants Form 10-K, filed March 12, 2004)
10.02 Amendment No. 1 to Credit Agreement between Heidrick &
Struggles International, Inc., the Lenders Party Hereto and
JPMorgan Chase Bank, as Administrative Agent dated December
22, 2003 (Incorporated by reference to Exhibit 10.01 of the
Registrant's Form 10-Q filed August 6, 2004)
10.03 Employment Agreement of Thomas J. Friel (Incorporated by
reference to Exhibit 10.01 of the Registrants From 10-Q
filed on August 14, 2003)
10.04 Employment agreement of Eileen A. Kamerick (Incorporated by
reference to Exhibit 10.02 of the Registrant's Form 10-Q
filed on August 6, 2004)
10.05 Employment Agreement of Jeff R. Scherb (Incorporated by
reference to Exhibit 10.06 of the Registrant's Form 10-K
filed on March 11, 2005)
10.06 Employment Agreement of Bonnie W. Gwin (Incorporated by
reference to Exhibit 10.07 of the Registrant's Form 10-K
filed on March 11, 2005)
10.07 Employment Agreement of L. Kevin Kelly (Incorporated by
reference to Exhibit 10.08 of the Registrant's Form 10-K
filed on March 11, 2005)
10.08 Heidrick & Struggles International, Inc. Restricted Stock
Unit Plan (Incorporated by reference to Exhibit 4.03 of this
Registrant's Registration Statement on Form S-8 (File No.
333-32544))
10.09 Amendment No. 1 to the Heidrick & Struggles Restricted Stock
Unit Plan (Incorporated by reference to Exhibit 99.05 of the
Registrant's Form 10-K filed on March 29, 2002)
10.10 Heidrick & Struggles International, Inc. U.S. Employees
Deferred Compensation Plan
10.11 Heidrick & Struggles International, Inc. Deferred
Compensation Plan (Incorporated by reference to Exhibit 4.1
of this Registrant's Registration Statement on Form S-8
(File No. 333-82424))
Table of Contents
-----------------
Exhibit
No. Description
------- -----------
10.12 Form of Heidrick & Struggles Non-Qualified Stock Option
Agreement (Incorporated by reference to Exhibit 10.01 of the
Registrant's Form 10-Q filed on November 9, 2004)
10.13 Form of Heidrick & Struggles Restricted Stock Unit
Participation Agreement (Incorporated by reference to
Exhibit 10.02 of the Registrant's Form 10-Q filed on
November 9, 2004) reference to Exhibit 10.02 of the
Registrant's Form 10-Q filed on November 9, 2004)
10.14 Heidrick & Struggles Non-Employee Directors' Voluntary
Deferred Compensation Plan
21.01 Subsidiaries of the Registrant
23.01 Consent of Independent Registered Public Accounting Firm
31.1 Certification of the Company's Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of the Company's Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.3 Certification of the Company's Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.4 Certification of the Company's Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the Company's Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of the Company's Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
* Filed herewith.
(b) SEE EXHIBIT INDEX ABOVE
(c) FINANCIAL STATEMENTS NOT PART OF ANNUAL REPORT
None.
SIGNATURE
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.
Dated: January 18, 2007 HEIDRICK & STRUGGLES INTERNATIONAL, INC.
By: /s/ Eileen A. Kamerick
------------------------------------
Eileen A. Kamerick
Chief Financial Officer