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
Date of report (Date of earliest event reported): September 18, 2006
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-25837 36-2681268
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
233 South Wacker Drive, Suite 4200
Chicago, Illinois 60606-6303
(Address of Principal Executive Offices and Zip Code)
(312) 496-1200
(Registrant's Telephone Number, Including Area Code)
(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 1.01 Entry into a Material Definitive Agreement
On September 18, 2006, Heidrick & Struggles International, Inc.
(the "Company") entered into a Purchase Agreement (the "Agreement") by
and among Hudson Highland Group, Inc., Highland Partners Co (Canada),
Highland Partners (Aust) Pty Ltd and Highland Partners Limited
(collectively, the "Highland Parties"), and the Company, Heidrick &
Struggles Canada, Inc. and Heidrick & Struggles Australia Ltd.
(collectively, the "Heidrick Parties"). Pursuant to the terms of the
Agreement, the Heidrick Parties have agreed to purchase the Highland
Partners executive search business (the "Business") from the Highland
Parties for $36.6 million in cash to be paid at closing and up to $15
million of additional cash consideration contingent upon the
performance of the Business in 2007 and 2008. The closing of the
transactions contemplated by the Agreement is subject to customary
closing conditions and is expected to occur in the fourth quarter of
2006.
A copy of the Agreement and a press release issued by the Company
on September 18, 2006 announcing the execution of the Agreement are
filed herewith as Exhibits 10.1 and 99.1, respectively, and are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
10.1 Purchase Agreement, dated as of September 18, 2006, by
and among Hudson Highland Group, Inc., Highland
Partners Co (Canada), Highland Partners (Aust) Pty Ltd
and Highland Partners Limited, and the Company,
Heidrick & Struggles Canada, Inc. and Heidrick &
Struggles Australia, Ltd.
99.1 Press release dated September 18, 2006.
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.
HEIDRICK & STRUGGLES INTERNATIONAL,
INC.
Date: September 20, 2006 By: /s/ K. Steven Blake
------------------------
Name: K. Steven Blake
Title: Secretary and
General Counsel