Form S-8 KORN FERRY INTERNATIONAL

As filed with the Securities and Exchange Commission on October 14, 2016

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

KORN/FERRY INTERNATIONAL

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware		95-2623879
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1900 Avenue of the Stars, Suite 2600

Los Angeles, California 90067

(Address, including Zip Code, of Registrant’s Principal Executive Offices)

KORN/FERRY INTERNATIONAL THIRD AMENDED AND RESTATED 2008 STOCK

INCENTIVE PLAN

(Full Title of Plan)

Gary D. Burnison

1900 Avenue of the Stars, Suite 2600

Los Angeles, California 90067

(310) 552-1834

(Name, address, zip code, and telephone number,

including area code, of agent for service)

Copy to:

Ari Lanin, Esq.

Gibson, Dunn & Crutcher LLP

2029 Century Park East

Los Angeles, CA 90067

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.01 per share		5,500,000(1)		$20.675(2)		$113,712,500(2)		$13,179.28

(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 Third 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 October 13, 2016.

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EXPLANATORY STATEMENT

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Korn/Ferry International, a Delaware corporation (the “Registrant”), relating to 5,500,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), issuable to eligible persons under the Korn/Ferry International Third Amended and Restated 2008 Stock Incentive Plan (the “Plan”), which 5,500,000 shares are in addition to the (i) 2,500,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on April 17, 2009, as amended by the Form S-8/A filed on June 5, 2009 (Commission File No. 333-158632), the (ii) 2,360,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on September 10, 2009 (Commission File No. 333-161844), and the (iii) 5,306,897 shares of Common Stock registered on the Registrant’s Form S-8 filed on December 12, 2012 (Commission File No. 333-185438) (collectively, the “Prior Registration Statements”) with the Securities and Exchange Commission (the “Commission”). The contents of the Prior Registration Statements are incorporated herein by reference and made a part of this Registration Statement, except as amended hereby.

Pursuant to General Instruction E to Form S-8, because this Registration Statement registers additional securities under the Plan of the same class as those to which the Prior Registration Statements relate and are effective, this Registration Statement consists only of the following: the facing page, the required statement regarding incorporation by reference, information required to be in this Registration Statement that is not in the Prior Registration Statements, the required opinions and consents, and the signature page.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

 

Exhibit No.		Description
4.1		Restated Certificate of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed December 9, 2013, and incorporated herein by reference.
4.2		Fourth Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed October 7, 2014, and incorporated herein by reference.
4.3		Form of Common Stock Certificate of the Registrant, filed as Exhibit 4.1 to the Registrant’s 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 Third Amended and Restated 2008 Stock Incentive Plan, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed October 12, 2016, and incorporated herein by reference.

 

* Filed herewith.

 

2

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, Korn/Ferry International, 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 Los Angeles, State of California, on this 14th day of October, 2016.

 

We, the undersigned officers and directors of Korn/Ferry International, do hereby constitute and appoint Gary D. Burnison and Robert P. Rozek, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for each of us and in each of our names, places and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto, 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 or necessary or desirable to be done in and about the premises, as fully to all intents and purposes as each of us might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or any of them, or his/her substitute, 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 the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Gary D. Burnison Gary D. Burnison		President, Chief Executive Officer (Principal Executive Officer) and Director		October 14, 2016
/s/ Robert P. Rozek Robert P. Rozek		Executive Vice President, Chief Financial Officer and Chief Corporate Officer (Principal Financial Officer and Principal Accounting Officer)		October 14, 2016
/s/ George T. Shaheen George T. Shaheen		Chairman of the Board and Director		October 14, 2016
/s/ Doyle N. Beneby Doyle N. Beneby		Director		October 14, 2016
/s/ William R. Floyd		Director		October 14, 2016
William R. Floyd
/s/ Christina A. Gold		Director		October 14, 2016
Christina A. Gold
/s/ Jerry P. Leamon		Director		October 14, 2016
Jerry P. Leamon
/s/ Debra J. Perry		Director		October 14, 2016
Debra J. Perry

 

3

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EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Restated Certificate of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed December 9, 2013, and incorporated herein by reference.
4.2		Fourth Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed October 7, 2014, and incorporated herein by reference.
4.3		Form of Common Stock Certificate of the Registrant, filed as Exhibit 4.1 to the Registrant’s 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 Third Amended and Restated 2008 Stock Incentive Plan, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed October 12, 2016, and incorporated herein by reference.

 

* Filed herewith.

 

4

Exhibit 5.1

October 14, 2016

Korn/Ferry International

1900 Avenue of the Stars, Suite 2600

Los Angeles, CA 90067

Re:         Proposed Offering of up to 5,500,000 Shares of Common Stock Pursuant to Korn/Ferry International Third Amended and Restated 2008 Stock Incentive Plan

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”), of Korn/Ferry International, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 5,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”). The Shares subject to the Registration Statement are to be issued under the Korn/Ferry International Third Amended and Restated 2008 Stock Incentive Plan (the “Plan”).

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

 

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Korn/Ferry International Third Amended and Restated 2008 Stock Incentive Plan of our reports dated June 28, 2016, with respect to the consolidated financial statements and schedule of Korn/Ferry International and subsidiaries and the effectiveness of internal control over financial reporting of Korn/Ferry International and subsidiaries included in its Annual Report (Form 10-K) for the year ended April 30, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Los Angeles, California

October 14, 2016

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