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
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Date of Report
(Date of earliest event reported):
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August 17, 2005
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Hudson Highland Group, Inc. |
(Exact name of registrant as specified in its charter) |
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Delaware |
000-50129 |
59-3547281 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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622 Third Avenue, New York, NY 10017 |
(Address of principal executive offices, including zip code) |
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(212) 351-7300 |
(Registrants telephone number, including area code) |
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:
[ ] |
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 2.01 Completion of
Acquisition or Disposition of Assets.
On
August 17, 2005, Hudson Highland Group, Inc. (the Company) and its subsidiary
Hudson Group Holdings B.V. (Holdings) completed the acquisition of all of the
shares of Balance Ervaring op Projectbasis B.V. (Balance), a leading
professional temporary and contract staffing firm in the Netherlands, from Geuzen Beheer
B.V., Ecart Invest 1 B.V. and Edberg International B.V. (collectively, the
Vendors) pursuant to a Share Purchase Agreement (the Purchase
Agreement), dated July 19, 2005, between the Vendors and the Company and Holdings.
The Purchase Agreement provided for a payment at closing of 17.75 million euros, up to 3.0
million euros in escrow to be paid to the Vendors in 2006 based upon 2005 earnings
thresholds for Balance, and additional earn-out payments of up to 4.25 million euros,
based on higher earnings thresholds for Balance from 2005 through 2007. If converted at
1.2 U.S. dollars per euro, the payment at closing and the escrow amount totals $24.9
million. There is no material relationship between the Company and its affiliates and the
Vendors other than the Purchase Agreement.
A
copy of the Purchase Agreement is filed as Exhibit 2.1 to this report and is incorporated
by reference herein. The foregoing description of the Purchase Agreement and the
transactions contemplated therein is qualified in its entirety by reference to such
exhibit.
Item 9.01
Financial Statements and Exhibits.
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(a) |
Financial
Statements of Businesses Acquired. |
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(b) |
Pro
Forma Financial Information. |
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2.1 |
Share
Purchase Agreement between Geuzen Beheer B.V., Ecart Invest 1 B.V. and Edberg
International B.V. and Hudson Group Holdings B.V. and Hudson Highland Group,
Inc. regarding Balance Ervaring op Projectbasis B.V., dated July 19, 2005
[Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K,
dated July 19, 2005, of Hudson Highland Group, Inc. (File No. 000-50129)].* |
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*
Certain schedules and exhibits to this document are not being filed herewith. The
registrant agrees to furnish supplementally a copy of any such schedule or exhibit to the
Securities and Exchange Commission upon request. |
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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HUDSON HIGHLAND GROUP, INC. |
DATE: August 17, 2005 |
By: /s/ Latham Williams |
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Latham Williams |
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Vice President, Legal Affairs and |
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Administration, Corporate Secretary |
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EXHIBIT INDEX
Exhibit |
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Number
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Description
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2.1 |
Share
Purchase Agreement between Geuzen Beheer B.V., Ecart Invest 1 B.V. and Edberg
International B.V. and Hudson Group Holdings B.V. and Hudson Highland Group,
Inc. regarding Balance Ervaring op Projectbasis B.V., dated July 19, 2005
[Incorporated by reference to Exhibit 2.1 to the Current Report on Form
8-K, dated July 19, 2005, of Hudson Highland Group, Inc. (File No. 000-50129)].* |
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*
Certain schedules and exhibits to this document are not being filed herewith. The
registrant agrees to furnish supplementally a copy of any such schedule or exhibit to the
Securities and Exchange Commission upon request. |
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