UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 28, 2006
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HILL INTERNATIONAL,INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-50781 20-0953973
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
303 Lippincott Centre, Marlton, NJ 08053
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (856) 810-6200
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Arpeggio Acquisition Corporation
(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 (see General Instruction A.2. below):
|_| 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))
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On June 28, 2006, Arpeggio Acquisition Corporation (the "Company")
dismissed BDO Seidman, LLP as its independent registered public accountants in
connection with the closing that day of the merger of Hill International, Inc.
with and into the Company. The decision was approved by the Board of Directors
of the Company. In connection with the merger, the Company changed its name to
Hill International, Inc.
The report of BDO Seidman, LLP on the Company's balance sheets as of
December 31, 2005 and 2004, and the related statements of operations,
stockholders' equity and cash flows for the year ended December 31, 2005, the
period ended December 31, 2004 and the period from April 2, 2004 (inception) to
December 31, 2005, respectively, did not contain an adverse opinion or
disclaimer of opinion. However, such report dated February 28, 2006 contained an
explanatory paragraph relating to the ability of the Company to continue as a
going concern.
During the Company's fiscal periods ended December 31, 2005 and 2004 and
during the subsequent interim periods preceding the termination, there were no
disagreements with BDO Seidman, LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of BDO Seidman, LLP would
have caused BDO Seidman, LLP to make reference to the subject matter of the
disagreements in connection with its report on the financial statements for such
years or subsequent interim periods.
There were no reportable events as described in Item 304 (a)(i)(v) of
Regulation S-B during the period from April 2, 2004 (inception) to December 31,
2005.
The Company requested that BDO Seidman, LLP furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the Company's statements in this Item 4.01(a). A copy of the letter
furnished by BDO Seidman, LLP in response to that request, dated June 28, 2006,
is filed as Exhibit 16.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired. None.
(b) Pro forma financial information. None.
(c) Shell Company Transactions. None.
(d) Exhibits.
Exhibit Number Description
16.1 Letter from BDO Seidman, LLP dated June 28, 2006
regarding change in certifying accountant.
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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/ Irvin E. Richter
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Name: Irvin E. Richter
Dated: June 30, 2006 Title: Chairman and
Chief Executive Officer
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