Form SC TO-I/A HACKETT GROUP, INC. Filed by: HACKETT GROUP, INC.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
The Hackett Group, Inc.
(Name Of Subject Company (Issuer) And Filing Person (Offeror))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Frank A. Zomerfeld, Esq.
Executive Vice President, General Counsel and Secretary
The Hackett Group, Inc.
1001 Brickell Bay Drive, Suite 3000
Miami, Florida 33131
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
John B. Beckman, Esq.
Hogan Lovells US LLP
555 Thirteenth Street, NW
Washington, DC 20004
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
third-party tender offer subject to Rule 14d-1.
issuer tender offer subject to Rule 13e-4.
going-private transaction subject to Rule 13e-3.
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission (the SEC) by The Hackett Group, Inc., a Florida corporation (Hackett or the Company), on November 9, 2022 (the Schedule TO), in connection with the Companys offer to purchase up to $120 million in value of shares of its common stock, $0.001 par value per share (the Shares), at a price not greater than $23.50 nor less than $20.50 per Share, to the seller in cash, less any applicable withholding taxes and without interest.
Only those items amended or supplemented are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase dated November 9, 2022 and the Letter of Transmittal.
|Item 11.|| |
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information to the end thereof:
On December 9, 2022, Hackett issued a press release announcing the preliminary results of the Offer, which expired at 12:00 midnight, New York City time, at the end of the day on December 8, 2022. A copy of such press release is filed herewith as Exhibit (a)(5)(D) and is incorporated herein by reference.
|Item 12.|| |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(5)(D) Press Release announcing the preliminary results of the tender offer.
|ITEM 12.|| |
Previously filed on Schedule TO
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
|The Hackett Group, Inc.|
|Dated: December 9, 2022||By:||/s/ Ted A. Fernandez|
|Name:||Ted. A. Fernandez|
|Title:||Chief Executive Officer and Chairman of the Board|
ATTACHMENTS / EXHIBITS
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