Delaware | 95-2623879 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Proposed | Proposed | |||||||||||||
Maximum | Maximum | |||||||||||||
Amount | Offering | Aggregate | Amount of | |||||||||||
Title of Securities | to be | Price Per | Offering | Registration | ||||||||||
to be Registered | Registered | Share | Price | Fee | ||||||||||
Common Stock, par
value $0.01 per
share
|
2,360,000(1) | $12.83(2) | $30,278,800(2) | $1,689.56 | ||||||||||
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers such indeterminable number of additional shares of common stock of the Registrant as may become issuable to prevent dilution in the event of stock splits, stock dividends or similar transactions pursuant to the terms of the Korn/Ferry International Amended and Restated 2008 Stock Incentive Plan. | |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act, based upon the average of the high and low prices of the common stock of the Registrant on the New York Stock Exchange on September 4, 2009. |
PART II | ||||||||
Item 3. Incorporation of Documents by Reference. | ||||||||
Item 8. Exhibits. | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-5.1 | ||||||||
EX-23.1 | ||||||||
EX-99.1 |
a) | the Registrants Annual Report on Form 10-K for the fiscal year ended April 30, 2009, filed with the Commission on June 29, 2009; | ||
b) | the Registrants Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2009, filed with the Commission on September 9, 2009; | ||
c) | the Registrants Current Reports on Form 8-K filed with the Commission on May 20, 2009, June 5, 2009 and June 12, 2009; and | ||
d) | the description of the Registrants common stock contained in the Registration Statement filed with the Commission on November 3, 2000 on Form S-3 pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended (the Exchange Act), including any amendment or report filed for the purpose of updating such description. |
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Exhibit No. | Description | |
4.1
|
Certificate of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q, filed December 15, 1999, and incorporated herein by reference. | |
4.2
|
Second Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed April 29, 2009, and incorporated herein by reference. | |
4.3
|
Form of Common Stock Certificate of the Registrant, filed as Exhibit 4.1 to the Registrants Registration Statement on Form S-3 (File No. 333-49286), filed November 3, 2000, and incorporated herein by reference. | |
5.1*
|
Opinion of Gibson, Dunn & Crutcher LLP. | |
23.1*
|
Consent of Ernst & Young LLP. | |
23.2*
|
Consent of Counsel (included in Exhibit 5.1). | |
24.1*
|
Power of Attorney (included on signature page). | |
99.1*
|
Korn/Ferry International Amended and Restated 2008 Stock Incentive Plan. |
* | Filed herewith. |
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KORN/FERRY INTERNATIONAL |
||||
By: | /s/ Gary D. Burnison | |||
Gary D. Burnison | ||||
Chief Executive Officer and Director | ||||
Signature | Title | Date | ||
/s/ Gary D. Burnison |
Chief Executive Officer | September 10, 2009 | ||
(Principal Executive Officer) and Director | ||||
/s/ Michael A. DiGregorio |
Chief Financial Officer and Executive Vice President | September 10, 2009 | ||
(Principal Financial Officer) | ||||
/s/ Mark Neal |
VP, Finance (Principal Accounting Officer) | September 10, 2009 | ||
/s/ Kenneth Whipple |
Chair of the Board and Director | September 10, 2009 | ||
/s/ James E. Barlett |
Director | September 10, 2009 | ||
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Signature | Title | Date | ||
/s/ Denise Kingsmill |
Director | September 10, 2009 | ||
/s/ Edward D. Miller |
Director | September 10, 2009 | ||
/s/ Debra Perry |
Director | September 10, 2009 | ||
/s/ Gerhard Schulmeyer |
Director | September 10, 2009 | ||
/s/ George Shaheen |
Director | September 10, 2009 | ||
/s/ Harry L. You |
Director | September 10, 2009 | ||
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Exhibit No. | Description | |
4.1
|
Certificate of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q, filed December 15, 1999, and incorporated herein by reference. | |
4.2
|
Second Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed April 29, 2009, and incorporated herein by reference. | |
4.3
|
Form of Common Stock Certificate of the Registrant, filed as Exhibit 4.1 to the Registrants Registration Statement on Form S-3 (File No. 333-49286), filed November 3, 2000, and incorporated herein by reference. | |
5.1*
|
Opinion of Gibson, Dunn & Crutcher LLP. | |
23.1*
|
Consent of Ernst & Young LLP. | |
23.2*
|
Consent of Counsel (included in Exhibit 5.1). | |
24.1*
|
Power of Attorney (included on signature page). | |
99.1*
|
Korn/Ferry International Amended and Restated 2008 Stock Incentive Plan. |
* | Filed herewith. |
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