<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Heidrick & Struggles International, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-2681268
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
233 South Wacker Drive--Suite 4200 60606-6303
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box.[_]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [x]
Securities Act registration statement file
number to which this form relates: 333-59931
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None Not applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of Class)
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2
Item 1. Description of Registrant's Securities to be Registered.
For a description of the Common Stock (the "Common Stock"), see the
information under the caption "Description of Capital Stock--Common Stock" in
the Registration Statement on Form S-1 (File No. 333-59931) (the "Registration
Statement") of Heidrick & Struggles International, Inc. (the "Company") as filed
with the Securities and Exchange Commission (the "Commission") on March 31, 1999
and any amendments to the Registration Statement filed with the Commission prior
to such Registration Statement's being declared effective, which description is
hereby incorporated herein by reference.
Item 2. Exhibits.
Exhibit
Number Description
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1.01 Amendment No. 1 to the Registration Statement on Form S-1 (File No.
333-59931), as filed with the Commission on September 8, 1998
1.02 Amendment No. 2 to the Registration Statement on Form S-1 (File No.
333-59931), as filed with the Commission on February 23, 1999
1.03 Amendment No. 3 to the Registration Statement on Form S-1 (File No.
333-59931), as filed with the Commission on March 31, 1999
3.01 Form of Amended and Restated Certificate of Incorporation of the
Registrant (Incorporated by reference to Exhibit 3.02 of this
Registrant's Registration Statement of Form S-4 (File No. 333-
61023))
3.02 Form of Amended and Restated By-laws of Registrant (Incorporated by
reference to Exhibit 3.03 of this Registrant's Registration
Statement of Form S-4 (File No. 333-61023))
*4.01 Specimen stock certificate
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*Filed herewith.
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3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
By /s/ Richard D. Nelson
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Name: Richard D. Nelson
Title: Secretary
April 20, 1999
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EXHIBIT 4.01
COMMON STOCK [PHOTO GOES HERE] COMMON STOCK
[GRAPHIC GOES HERE] [GRAPHIC GOES HERE]
HSI
INCORPORATED UNDER THE LAWS THIS CERTIFICATE IS TRANSFERABLE
OF THE STATE OF DELAWARE IN THE CITY OF NEW YORK, NY
RIDGEFIELD PARK, NJ OR ST. LOUIS MO
CUSIP 422819 10 2
HEIDRICK & STRUGGLES SEE REVERSE
INTERNATIONAL, INC. FOR CERTAIN
DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
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FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH
OF THE COMMON STOCK OF
CERTIFICATE OF STOCK
[LOGO] HSI Heidrick & Struggles International, Inc. transferable only on the
books of the Corporation by the holder hereof in person or by
duly authorized Attorney upon the surrender of this Certificate
properly endorsed.
The Corporation will furnish without charge to each
stockholder who so requests, the powers, designations, preferences
and relative participating, optional or other special rights of
each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
In Witness Whereof, the said Corporation has caused this
Certificate to be facsimile signed by its duly authorized officers
and to be facsimile sealed with the Seal of the Corporation.
Dated:
[SEAL]
/s/ Richard D. Nelson /s/ Patrick S. Pittard
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Secretary President and Chief Executive Officer
COUNTERSIGNED AND REGISTERED:
ChaseMellon Shareholder Services, L.L.C
TRANSFER AGENT
AND REGISTRAR
AUTHORIZED SIGNATURE
AMERICAN BANK NOTE COMPANY
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HEIDRICK & STRUGGLES INTERNATIONAL, INC.
The Corporation will furnish with charge to each stockholder who so
requests a copy of the provisions setting forth the powers, designations,
preferences and relative, participating, optional, or other special rights of
each class of stock or series thereof which the Corporation is authorized to
issue and the qualifications, limitations or restrictions of such preferences
and or rights.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT-_______________ Custodian______________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with rights of under Uniform Gifts to Minors
survivorship and not as tenants Act___________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, _________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ________________
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
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SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
