As
filed
with the Securities and Exchange Commission on July 3, 2008
Commission
File No. _____________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Hill
International, Inc.
(
Exact
name of Registrant as Specified in Its Governing Instruments
)
303
Lippincott Centre
Marlton,
New Jersey 08053
(856)
810-6200
(
Address,
Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s
Principal
Executive Offices
)
Hill
International, Inc.
Employee
Stock Purchase Plan
(Full
Title of Plan)
Irvin
E. Richter
Chairman
and Chief Executive Officer
Hill
International, Inc.
303
Lippincott Centre
Marlon,
New Jersey 08053
(856)
810-6200
(
Name,
Address, Including Zip Code and Telephone Number, Including Area Code, of
Agent
for
Service)
Copies
to:
Steven
D.
Dreyer, Esq.
Arent
Fox
LLP
1675
Broadway
New
York,
New York 10019
(212)
484-3900
Calculation
of Registration Fee
|
Title
of Each Class
of Securities to be
Registered
|
|
Amount to be
Registered (1)
|
|
Proposed Maximum
offering Price per
Share (2)
|
|
Proposed Maximum
Aggregate Offering
Price (2)
|
|
Amount of
Registration
Fee
|
|
|
Common
Stock, $0.0001 par value
|
|
|
2,000,000
|
|
$
|
16.57
|
|
$
|
33,140,000
|
|
$
|
1,302.40
|
|
(1)
In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate number of shares of
Common Stock that may be offered or issued by reason of stock splits, stock
dividends or similar transactions.
(2)
Estimated
solely for the purpose of calculating the registration fee pursuant to Rules
457(c), (h)(1) and (h)(3), based on the average of the high and low prices
for
our Common Stock as reported on the New York Stock Exchange on July 1,
2008.
Explanatory
Note
Pursuant
to this Registration Statement, we are registering 2,000,000 shares of our
common stock issuable under our Employee Stock Purchase Plan.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item
1.
Plan
Information
The
document(s) containing the information specified in Part I of Form S-8 will be
sent to the participants in the Hill International, Inc. Employee Stock Purchase
Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended
(the “Securities Act”). Such documents are not being filed with the Securities
and Exchange Commission, but constitute, along with the documents incorporated
by reference into this Registration Statement, a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item
2.
Registrant
Information and Employee Plan Annual Information
Hill
International, Inc. will furnish without charge to each person to whom the
prospectus is delivered, upon the written or oral request of such person, a
copy
of any and all of the documents incorporated by reference in Item 3 of Part
II
of this Registration Statement, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference to the information
that
is incorporated). Requests should be directed to Hill International, Inc.,
303
Lippincott Centre, Marlton, New Jersey 08053, Attention: General Counsel;
telephone: (856) 810-6200
PART
II
Information
Required in the Registration Statement
Item
3.
Incorporation
of Documents by Reference
The
following documents have been filed by Hill International, Inc., a corporation
organized under the laws of the State of Delaware (the “Company” or the
“Registrant”), with the Securities and Exchange Commission (the “Commission”)
and are incorporated herein by reference:
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·
|
The
definitive proxy statement on Schedule 14A for the Company’s 2008 annual
meeting of stockholders, as filed with the Commission on April 29,
2008.
|
|
|
·
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2008
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|
·
|
The
Company’s Annual Report on Form 10-K for the year ended December 31,
2007;
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|
·
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2007
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|
·
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2007; and
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|
·
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2007;
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|
·
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The
description of our common stock contained in the section entitled
“Description of Securities” in the registration statement on Form S-1, as
amended, which was initially filed with the Commission on April 23,
2004.
|
All
documents filed by us pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended subsequent to the filing hereof
and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
Item
4.
Description
of Securities
Not
applicable.
Item
5.
Interests
of Named Experts and Counsel
Not
applicable.
Item
6.
Indemnification
of Directors and Officers
The
Registrant’s amended and restated certificate of incorporation provides that all
directors, officers, employees and agents of the Registrant shall be entitled
to
be indemnified by the Registrant to the fullest extent permitted by Section
145
of the Delaware General Corporation Law.
Paragraph
B of Article Eighth of the Registrant’s certificate of incorporation
provides:
“The
Corporation, to the full extent permitted by Section 145 of the GCL, as amended
from time to time, shall indemnify all persons whom it may indemnify pursuant
thereto. Expenses (including attorneys’ fees) incurred by an officer or director
in defending any civil, criminal, administrative, or investigative action,
suit
or proceeding for which such officer or director may be entitled to
indemnification hereunder shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if
it shall ultimately be determined that he is not entitled to be indemnified
by
the Corporation as authorized hereby.”
The
Registrant’s bylaws provide the power to indemnify its officers, directors,
employees and agents or any person serving at the Registrant’s request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise to the fullest extent permitted by Delaware
law.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to the Registrant’s directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment of expenses incurred or paid by a director,
officer or controlling person in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to the court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Item
7.
Exemptions
from Registration Claimed
Not
applicable.
Item
8.
Exhibits
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4.1
|
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Amended
and Restated Certificate of Incorporation of the Company (previously
filed
with the Commission as Annex B to the Company’s Definitive Proxy Statement
on Schedule 14A (000-50781) on June 6, 2006 and incorporated herein
by
reference).
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4.2
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Amended
and Restated Bylaws of the Company (previously filed with the Commission
as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2007 on November 13, 2007 and incorporated
herein by reference).
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4.3
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Common
Stock Certificate (previously filed with the Commission as Exhibit
4.2 to
Amendment No. 1 to the Company’s Registration Statement on Form S-1
(333-114816) on April 23, 2004 and incorporated herein by
reference).
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4.4
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Hill
International, Inc. Employee Stock Purchase Plan (filed
herewith).
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5.1
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Opinion
of Arent Fox LLC, as to the legality of the shares being registered.
(filed herewith)
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23.1
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Consent
of Amper, Politziner & Mattia, P.C. (filed herewith)
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23.2
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Consent
of Baker Tilly UK Audit LLP (filed herewith).
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23.3
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Consent
of Arent Fox LLP (filed with Exhibit 5.1).
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24.1
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Power
of Attorney (included in signature page hereto).
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Item
9.
Undertakings.
The
undersigned registrant hereby undertakes:
(A)
The
undersigned Registrant hereby undertakes:
(1)
To
file,
during the period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii)
To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement.
(iii)
To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided,
however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange
Act
that are incorporated by reference in the registration statement.
(2)
That,
for
the purpose of determining any liability under the Securities Act of 1933,
each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona
fide
offering
thereof.
(3)
To
remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
(B)
The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is
incorporated by reference in the registration statement shall be deemed to
be a
new registration statement relating to the securities offered therein, and
the
offering of such securities at that time shall be deemed to be the initial
bona
fide
offering
thereof.
(C)
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Hill International, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Marlton, State of New Jersey on July 1,
2008.
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HILL
INTERNATIONAL, INC.
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By:
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/s/
Irvin E. Richter
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Irvin
E. Richter
Chairman
and Chief Executive
Officer
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POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, each of the undersigned constitutes and appoints Irvin
E.
Richter and David L. Richter, and each of them, as attorneys-in-fact and agents,
with full power of substitution and resubstitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
or any registration statement for this offering that is to be effective upon
the
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and
all post-effective amendments thereto, and to file the same, with all exhibits
thereto and all other documents in connection therewith, with the Securities
and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that each of said attorney-in-fact or substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in their capacities.
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Name
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Title
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|
Date
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Irvin
E. Richter
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Chairman
of the Board and Chief
Executive
Officer
(principal
executive officer)
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July
1,
2008
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/s/
David
L. Richter
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David
L. Richter
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President
and Chief Operating
Officer
and Director
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/s/
John
Fanelli III
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John
Fanelli III
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Senior
Vice President and
Chief Financial
Officer
(principal financial
and
accounting officer)
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./s/
Eric
S. Rosenfeld
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Eric
S. Rosenfeld
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Director
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/s/
Alan
S. Fellheimer
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Alan
S. Fellheimer
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Director
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/s/
Brian
W. Clymer
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Brian
W. Clymer
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Director
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/s/
William
J. Doyle
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William
J. Doyle
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Director
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/s/
Arnaud
Ajdler
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Arnaud
Ajdler
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Director
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Exhibit
4.4
HILL
INTERNATIONAL, INC.
EMPLOYEE
STOCK PURCHASE PLAN
HILL
INTERNATIONAL, INC.
EMPLOYEE
STOCK PURCHASE PLAN
TABLE
OF CONTENTS
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1.
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Purpose
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1
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2.
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Definitions
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1
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3.
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Eligibility
and Participation
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2
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4.
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Grant
of Right to Purchase and Purchase Price
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2
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5.
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Purchase
and Delivery
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3
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6.
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Stock
Subject to ESPP
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3
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7.
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Administration
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4
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8.
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Transferability
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4
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9.
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Adjustments
Upon Changes in Capitalization
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4
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10.
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Conditions
Upon Issuance of Shares
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4
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11.
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Legends
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5
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12.
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Amendment
or Termination
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5
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13.
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Notices
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5
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14.
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No
Contract
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5
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15.
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Headings
and Construction
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5
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16.
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Approval
of Stockholders
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5
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HILL
INTERNATIONAL, INC.
EMPLOYEE
STOCK PURCHASE PLAN
1.
Purpose.
The
purpose of the Hill International, Inc. Employee Stock Purchase Plan (the
“ESPP”) is to provide employees of Hill International, Inc., a Delaware
corporation (the “Company”), with an opportunity to be compensated through the
benefits of stock ownership and to acquire an interest in the Company through
the purchase of common stock of the Company (“Common Stock”). The Company
intends the ESPP to qualify as an employee stock purchase plan under Section
423
of the Internal Revenue Code. Accordingly, the provisions of the ESPP shall
be
construed so as to extend and limit participation in a manner consistent with
the requirements of Section 423.
2.
Definitions.
(a)
“
Board
of Directors
”
means
the board of directors of the Company.
(b)
“
Code
”
means
the Internal Revenue Code of 1986, as amended.
(c)
“
Compensation
”
shall
mean all regular gross wages exclusive of commissions, overtime, shift premium,
incentive compensation, incentive payments, bonuses and other compensation;
except as the Company may otherwise determine from time to time pursuant to
rules uniformly applied.
(d)
“
Designated
Subsidiaries
”
shall
mean the Subsidiaries which have been designated by the Board of Directors
from
time to time in its sole discretion as eligible to participate in the
ESPP.
(e)
“
Eligible
Employee
”
means
any Employee of the Company or a Designated Subsidiary, excluding:
(1)
any
Employee who customarily is employed for twenty (20) hours per week or less;
(2)
any
Employee who would own (immediately after the grant of an option under the
ESPP
and applying the rules of Code Section 424(d) in determining stock ownership)
shares, and/or hold outstanding options to purchase shares, possessing five
percent (5%) or more of the total combined voting power or value of all classes
of shares of the Company or of any Parent or Subsidiary;
(3)
any
employee who has been employed for a minimum of 90 days as of a Purchase Date
or
any lesser or greater minimum employment period not to exceed two years that
is
established by the Plan Administrator; and
(4)
if
established by the Plan Administrator, any Employee who customarily is employed
for five (5) months or less.
If
the
Company permits any employee of a Designated Subsidiary to participate in the
ESPP, then all employees of that Designated Subsidiary who meet the foregoing
requirements shall also be considered Eligible Employees.
(f)
“
Employee
”
means
any common law employee employed by the Company or a Subsidiary.
(g)
“
Parent
”
means
a
corporation (other than the Company) in an unbroken chain of corporations ending
with the Company if, at the time of the granting of the option hereunder, each
of the corporations other than the Company owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in
one
of the other corporations in such chain.
(h)
“
Participant
”
means
an Eligible Employee who participates in the ESPP pursuant to Paragraph
3.
(i)
Plan
Administrator
”
means
the Company’s Board of Directors or any Board appointed committee, or by one or
more executive officers designated by the Board or the committee.
(j)
“
Purchase
Date
”
means
the day a Participant in the ESPP gives notice to the Company of his election
to
purchases shares of the Common Stock.
(k)
“
Subsidiary
”
means
a
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if, at the time of the granting of the option
hereunder, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
3.
Eligibility
and Participation.
(a)
Any
person who has been an Eligible Employee at least ninety (90) days shall be
eligible to become a Participant in the ESPP.
(b)
A
person
shall cease to be an active Participant three (3) months after the date of
a
termination of employment from the Company and all Designated Subsidiaries,
for
any reason other than for cause. If such person’s employment has been terminated
for cause, he shall cease to be an active Participant on the date of such
termination. The Board of Directors shall determine, in its sole discretion,
and
on a case by case basis, whether any Participant’s employment has been
terminated for cause.
4.
Grant
of Right to Purchase and Purchase Price.
(a)
A
Participant is granted a right to purchase a whole number of shares at
eighty-five percent (85%) of the fair market value of the Common Stock on the
Purchase Date.
(b)
Notwithstanding
the preceding subparagraph or any other provisions of the ESPP, and
notwithstanding that fact that, in effect, a new option to purchase Common
Stock is granted each day under the ESPP to replace the option issued the
preceding day, the aggregate amount of shares which any Participant may purchase
in respect of each calendar year pursuant to all options granted to such
Participant under the ESPP throughout such calendar year may not exceed in
value
(determined at the time the shares are purchased), the amount of
$25,000.
(c)
For
purposes of the preceding subparagraphs, the fair market value of a share of
Common Stock on the Purchase Date shall be determined as of each such date,
or
the most immediately preceding business day with respect to which the
information required in the following clauses is available, as follows:
(1)
If
the
Common Stock is admitted to trading on any established national stock exchange
or market system on the date in question then the fair market value of a share
of Common Stock shall be equal to the closing sales price for such shares as
quoted on such national exchange or system on such date; or;
(2)
if
the
Common Stock is admitted to quotation or is regularly quoted by a recognized
securities dealer but selling prices are not reported on the date in question,
then the fair market value shall be equal to the mean between the bid and asked
prices of the Common Stock reported for such date;
(3)
if
there
are no such closing bid and asked prices, the average of the closing bid and
asked prices as reported by any other commercial service.
In
each
case, the applicable price shall be the price reported in such source as the
Board deems reliable; provided, however, that if there is no such reported
price
for the Common Stock for the date in question, then the fair market value shall
be equal to the price reported on the last preceding date for which such price
exists. If neither (1), (2) or (3) is applicable, then the fair market
value shall be determined by the Board in good faith on such basis as it deems
appropriate.
5.
Purchase
and Delivery.
Shares
shall not be delivered unless and until payment in full of the purchase price
actually has been received by the Company. No election to purchase shares under
the ESPP shall be valid unless such full payment is received by the Company
within seven calendar days after notice of the employee’s election to purchase
such shares is received by the Company. As soon as administratively feasible
after receipt of the purchase price, the Company shall deliver to the
Participant the shares of Common Stock purchased through participation in the
ESPP. The cost of any disposition of shares of Common Stock acquired through
participation in the ESPP shall be the sole responsibility of the
Participant.
6.
Stock
Subject to ESPP.
(a)
The
shares of Common Stock to be sold to Participants under the ESPP may, at the
election of the Company, be either treasury shares or shares originally issued
for such purpose. The maximum number of shares made available for sale under
the
ESPP shall be 2,000,000 shares, subject to adjustment upon changes in
capitalization of the Company as provided in Paragraph 9.
(b)
A
Participant will have no interest in shares until a certificate for such shares
is issued.
(c)
Shares
to
be delivered to a Participant under the ESPP will be registered in the name
of
the Participant, or if so directed by the Participant and if permissible under
applicable law, in the names of the Participant and one other person designated
by the Participant, as joint tenants with rights of survivorship.
(d)
Shares
of
Common Stock purchased under the terms of the ESPP may not be sold for a period
of ninety (90) days following the Purchase Date.
7.
Administration.
The Plan
Administrator shall have full and conclusive authority to interpret the ESPP;
to
prescribe, amend and rescind rules and regulations relating to the ESPP; and
to
make all other determinations necessary or advisable for the proper
administration of the ESPP, so long as such interpretation, administration
or
application regarding purchases corresponds to the requirements of Code Section
423. The Plan Administrator’s decisions shall be final and binding. The
Plan Administrator may delegate the duty to perform administrative functions
under the ESPP.
8.
Transferability.
No
rights to acquire shares under the ESPP may be assigned, transferred or pledged
in any way by the Participant.
9.
Adjustments
Upon Changes in Capitalization.
(a)
In
the
event that the outstanding shares of Common Stock of the Company are hereafter
increased or decreased or changed into or exchanged for a different number
or
kind of shares or other securities of the Company by reason of a
recapitalization, reclassification, stock split, combination of shares, or
dividend payable in shares of Common Stock, an appropriate adjustment shall
be
made by the Plan Administrator to the number and kind of shares available for
the ESPP, and to the maximum number of shares purchasable, as specified under
Paragraph 6(a). No fractional shares shall be issued or optioned in making
any
such adjustments. All adjustments made by the Plan Administrator under this
paragraph shall be conclusive.
(b)
The
right
to purchase Common Stock pursuant to the ESPP shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge
or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part
of
its business or assets.
(c)
The
Board
of Directors shall be entitled to establish limitations or procedures as the
Board of Directors determines in its sole discretion advisable which are
consistent with the ESPP.
10.
Conditions
Upon Issuance of Shares.
Shares
shall not be issued pursuant to the ESPP unless the issuance and delivery of
such shares pursuant thereto shall comply with all applicable provisions of
law,
domestic or foreign, including without limitations, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval
of
counsel for the Company with respect to such compliance.
As
a
condition to the purchase of Common Stock, the Company may require the
Participant to represent and warrant at the time of any such purchase that
the
shares are being purchased only for investment and without any present intention
to sell or distribute such shares if, in the opinion of counsel for the Company,
such a representation is required by any of the aforementioned applicable
provisions of law.
11.
Legends.
The
Company reserves the right to place an appropriate legend on any certificate
representing shares of Common Stock issuable under the ESPP with any such legend
reflecting restrictions on the transfer of the shares as may be necessary to
reflect the terms of the ESPP, to assure the availability of applicable
exemptions under federal and state securities laws, or both.
12.
Amendment
or Termination.
T
he
Board
of Directors at any time may amend or terminate the ESPP without shareholder
approval; provided, however, that the Board of Directors may condition any
amendment on the approval of the shareholders of the Company if such approval
is
necessary or advisable with respect to tax, securities or other applicable
laws
to which the Company, this ESPP, or Employees are subject. No amendment or
termination of the ESPP shall adversely affect the rights of an Employee without
his consent with respect to Common Stock previously acquired under the
ESPP.
13.
Notices.
All
notices or other communications by a Participant to the Company under or in
connection with the ESPP shall be deemed to have been duly given when received
in the form specified by the Company at the location, or by the person,
designated by the Company.
14.
No
Contract.
The ESPP
shall not be deemed to constitute a contract between the Company or any
Subsidiary and any Employee or to be a consideration or an inducement for the
employment of any Employee. Nothing contained in the ESPP shall be deemed to
give any Employee the right to be retained in the service of the Company or
any
Subsidiary or to interfere with the right of the Company or any Subsidiary
to
discharge any Employee at any time, regardless of the effect which such
discharge shall have upon him or her as a Participant.
15.
Headings
and Construction.
The
headings to Paragraphs in the ESPP have been included for convenience of
reference only. The ESPP shall be interpreted and construed in accordance with
the laws of the State of Delaware.
16.
Approval
of Stockholders.
The ESPP
shall be submitted to the stockholders of the Company for their approval within
twelve (12) months after the adoption of the ESPP by the Board of Directors.
The
ESPP is conditioned upon the approval of the stockholders of the Company, and
failure to receive their approval shall render the ESPP void and of no
effect.
IN
WITNESS WHEREOF, the Company has caused this ESPP to be executed as of this
10th
day of June, 2008.
Exhibit
5.1
Arent
Fox
LLP
1675
Broadway
New
York,
New York 10019
(212)
484-3900
Hill
International, Inc.
303
Lippincott Centre
Marlton,
New Jersey 08053
Dear
Sirs:
We
have
acted as counsel for Hill International, Inc., a Delaware corporation (the
“Company”), in connection with the Registration Statement on Form S-8 (the
“Registration Statement”) being filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
“Securities Act”), relating to the offer of up to 2,000,000 shares of common
stock, par value $0.0001 per share, of the Company (the “Shares”), issuable
under the Hill International, Inc. Employee Stock Purchase Plan (the
“Plan).
In
so
acting, we have examined, and relied as to matters of fact upon, the originals,
or copies certified or otherwise identified to our satisfaction, of the Amended
and Restated Certificate of Incorporation and the Amended and Restated Bylaws
of
the Company, the Plan, and such other certificates, records, instruments and
documents, and have made such other and further investigations, as we have
deemed necessary or appropriate to enable us to express the opinion set forth
below. In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based
upon the foregoing, we are of the opinion that upon payment, pursuant to the
provisions of the Plan, of the purchase price for the Shares purchased
thereunder by Plan participants, and the issuance and delivery by the Company
of
the Shares so purchased pursuant to the provisions of the Plan, the Shares
issued thereunder will be legally issued, fully paid and
non-assessable.
The
issuance of the Shares is subject to the continuing effectiveness of the
Registration Statement and the qualification, or exemption from registration,
of
such Shares under certain state securities laws.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption “Legal Matters” in
the prospectus filed as part of the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations
promulgated thereunder.
Very
truly yours,
/s/
Arent
Fox
LLP
Arent
Fox
LLP