UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
(Amendment No. 1)
Tender Offer Statement under Section
14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934
Hudson Global, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, par value $0.001 per
share
(Title of Class of Securities)
443787106
(CUSIP Number of Class of Securities)
Jeffrey E. Eberwein
53 Forest Avenue
Old Greenwich, CT 06870
(212) 351-7400
With a copy to:
Adam W. Finerman,
Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
(212) 451-2289
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing persons)
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** |
| $4,725,000 | $572.67 |
| * | The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase up to $4,725,000 in value of shares of the common stock, par value $0.001 per share, of Hudson Global, Inc. |
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $121.20 per million dollars of the value of the transaction. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $572.67 | Filing Party: Hudson Global, Inc. | |
| Form or Registration No.: Schedule TO | Date Filed: February 22, 2019 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 1 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission on February 22, 2019 (the “Schedule TO”) by Hudson Global, Inc., a Delaware corporation (“Hudson” or the “Company”), pursuant to Rule 13e–4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Company’s offer to purchase for cash up to 3,150,000 shares of its common stock, par value $0.001 per share (the “Shares”), at a price of $1.50 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated February 22, 2019 (the “Offer to Purchase”), a copy of which was previously filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal, a copy of which was previously filed as Exhibit (a)(1)(B) to the Schedule TO.
This Amendment is being filed in accordance with Rule 13e–4(c)(3) under the Exchange Act. Only those items reported in this Amendment are amended or supplemented. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase, the Letter of Transmittal and the other documents that constitute part of the Offer remain unchanged. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase, the Letter of Transmittal and the other documents that constitute part of the Offer, as each may be further amended or supplemented from time to time. Every Item in the Schedule TO is automatically updated, to the extent such Item incorporates by reference any section of the Offer to Purchase that is amended or supplemented herein. All capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Offer to Purchase.
| ITEM 11. | Additional Information. |
(c) The list contained under the heading “Incorporation by Reference” in Section 10 (“Certain Information Concerning the Company”) of the Offer to Purchase is hereby supplemented to include:
| · | Hudson’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed on March 8, 2019. |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| By: |
/s/ Jeffrey E. Eberwein | ||
| Name: | Jeffrey E. Eberwein | ||
| Title: | Chief Executive Officer | ||
Date: March 11, 2019