As filed with the Securities and Exchange Commission on August 7, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE HACKETT GROUP, INC.
(Exact name of registrant as specified in its charter)
| Florida | 65-0750100 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1001 Brickell Bay Drive
Suite 3000
Miami, Florida 33131
(305) 375-8005
(Address of principal executive offices)
The Hackett Group, Inc. 1998 Stock Option and Incentive Plan (Amended and Restated as of February 15, 2024)
(Full title of the plan)
Frank A. Zomerfeld, Esq.
Executive Vice President,
General Counsel and Secretary
1001 Brickell Bay Drive
Suite 3000
Miami, Florida 33131
(305) 375-8005
(Name, address and telephone number, including area code, of agent for service)
Copies to:
John B. Beckman
Hogan Lovells US L.L.P.
555 Thirteenth Street, N.W.
Washington, DC 20004
(202) 637-5600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART I
EXPLANATORY STATEMENT
This Registration Statement on Form S-8 is being filed by The Hackett Group Inc. (the “Company,” “we,” “us” or “our”) to register an additional 1,200,000 shares of our common stock for issuance pursuant to our amended and restated 1998 Stock Option and Incentive Plan, as amended (the “Plan”). The Plan was amended and restated on February 15, 2024 to increase the number of shares authorized for issuance by 1,200,000 shares.
Earlier registration statements on Form S-8 related to the Plan were filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 23, 2022 (Registration No. 333-268989), June 19, 2020 (Registration No. 333-239306), September 6, 2018 (Registration No. 333-227215), July 3, 2001 (Registration No. 333-64542), June 16, 2000 (Registration No. 333-39460), November 9, 1999 (Registration No. 333-90635) and December 30, 1998 (Registration No. 333-69951).
In accordance with General Instruction E to Form S-8, the contents of such earlier registration statements are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those Items on Form S-8 containing new information not contained in the earlier registration statement are presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We hereby incorporate by reference into this Registration Statement the following documents filed with the Commission:
| (1) | Our Annual Report on Form 10-K for the fiscal year ended December 29, 2023, filed on March 1, 2024; |
| (2) | The portions of our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, filed on March 22, 2024, incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 29, 2023; |
| (3) | Our Quarterly Report on Form 10-Q for the quarter ended March 29, 2024, filed on May 8, 2024; |
| (4) | Our Quarterly Report on Form 10-Q for the quarter ended June 28, 2024, filed on August 7, 2024; |
| (5) | Our Current Report on Form 8-K, filed on May 7, 2024; and |
| (6) | The description of our common stock contained in our Registration Statement on Form 8-A, filed under Section 12 of the Exchange Act, and all amendments or reports filed for the purpose of updating such description. |
In addition, all documents and reports subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents or reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant 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 City of Miami, State of Florida, on this 7th day of August, 2024.
| THE HACKETT GROUP, INC. | ||
| By: | /s/ Ted A. Fernandez | |
| Name: | Ted A. Fernandez | |
| Title: | Chief Executive Officer and Chairman of the Board | |
Each person whose signature appears below constitutes and appoints Ted A. Fernandez and Robert A. Ramirez, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with all exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Name |
Title |
Date | ||
| /s/ Ted A. Fernandez Ted A. Fernandez |
Chief Executive Officer and Chairman (Principal Executive Officer) |
August 1, 2024 | ||
| /s/ Robert A. Ramirez Robert A. Ramirez |
Executive Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | August 1, 2024 | ||
| /s/ David N. Dungan David N. Dungan |
Chief Operating Officer, Vice Chairman and Director | August 1, 2024 | ||
| /s/ Maria A. Bofill Maria A. Bofill |
Director | August 1, 2024 | ||
| /s/ Richard Hamlin Richard Hamlin |
Director | August 2, 2024 | ||
| /s/ John R. Harris John R. Harris |
Director | August 1, 2024 | ||
| /s/ Robert A. Rivero Robert A. Rivero |
Director | August 1, 2024 | ||
| /s/ Alan T.G. Wix Alan T.G. Wix |
Director | August 1, 2024 | ||