Amendment No. 2 to Form 10-K - December 31, 2008
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 2)

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

Commission file number 001-33961

 

 

HILL INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   20-0953973
State or other jurisdiction of
incorporation or organization		   (I.R.S. Employer
Identification No.)
303 Lippincott Centre, Marlton, NJ   08053
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (856) 810-6200

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Name of each exchange on which registered

Common Stock, $.0001 par value   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Exchange Act: None

 

 

Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 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, and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by a 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 Exchange Act (Check one):

 

Large Accelerated Filer   ¨    Accelerated Filer   x
Non-Accelerated Filer   ¨    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The aggregated market value of shares of common stock held by non-affiliates based upon the closing sale price of the stock on the New York Stock Exchange on June 30, 2008 was approximately $349,395,000

As of March 2, 2009, there were 39,965,098 shares of the Registrant’s Common Stock outstanding.

 

 

Documents Incorporated by Reference – None

 

 

 

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EXPLANATORY NOTE

The purpose of this Annual Report on Form 10-K/A is to amend the Section 302 certifications of the Chief Executive Officer and the Chief Financial Officer so that the introductory portion of bullet point 4 includes the reference to the certifying officers’ responsibility for establishing and maintaining internal control over financial reporting, as well as paragraph 4(b).

 

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TABLE OF CONTENTS

 

     Page

PART III

   

Item 15. Exhibits and Financial Statement Schedules

    4

Signatures

    5

 

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Part III

 

Item 15. Exhibits and Financial Statement Schedules

(b) Exhibits

Exhibit Index

 

Exhibit
No.

   

Description

31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.

 

Hill International, Inc.
By:   /S/    IRVIN E. RICHTER        
  Irvin E. Richter
  Chairman and Chief Executive Officer
Date:   January 13, 2010

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dated indicated.

 

By:   /S/    IRVIN E. RICHTER             By:   /S/    WILLIAM J. DOYLE        
  Irvin E. Richter       William J. Doyle
  Chairman, Chief Executive Officer and Director       Director
Date:   January 13, 2010     Date:   January 13, 2010
By:   /S/    DAVID L. RICHTER             By:   /S/    BRIAN W. CLYMER        
  David L. Richter       Brian W. Clymer
  President, Chief Operating Officer and Director       Director
Date:   January 13, 2010     Date:   January 13, 2010
By:   /S/    JOHN FANELLI III             By:   /S/    ALAN S. FELLHEIMER        
  John Fanelli III       Alan S. Fellheimer
  Senior Vice President and Chief Financial Officer       Director
Date:   January 13, 2010     Date:   January 13, 2010
By:   /S/    CAMILLE S. ANDREWS             By:   /S/    ERIC S. ROSENFELD        
  Camille S. Andrews       Eric S. Rosenfeld
  Director       Director
Date:   January 13, 2010     Date:   January 13, 2010

 

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Exhibit Index

 

Exhibit
No.

         

Page

31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   
31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   
32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   
32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   

 

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