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Share Name | Share Symbol | Market | Type |
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Huron Consulting Group Inc | NASDAQ:HURN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 85.64 | 81.69 | 101.10 | 0 | 09:05:18 |
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Delaware
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01-0666114
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification Number)
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550 West Van Buren Street
Chicago, Illinois
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60607
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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Title of securities
to be registered
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Amount to be registered (1)
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Proposed maximum offering price
per share (2)
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Proposed maximum aggregate offering price (2)
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Amount of registration fee
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Common Stock, par value $0.01 per share
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1,500,000
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$42.45
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$63,675,000
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$7,380
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(1)
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Huron Consulting Group Inc. is filing this Registration Statement on Form S-8 to register an aggregate of 1,500,000 shares of its common stock, par value $0.01 per share (“Common Stock”), which may be issued pursuant to the Huron Consulting Group Inc. 2012 Omnibus Incentive Plan, as amended and restated (the “Plan”), consisting of (i) 804,000 shares of Common Stock reserved for issuance pursuant to the terms of the Plan and (ii) 696,000 shares of Common Stock that may become available for issuance pursuant to the share counting and share recycling provisions of the Plan, including upon the expiration, cancellation, forfeiture or other termination of awards. In addition, in accordance with Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall be deemed to cover any additional shares of Common Stock, which may be issued pursuant to the Plan to prevent dilution from stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, and based on the average of the high and low prices of shares of Common Stock of the registrant as reported on the NASDAQ Global Select Market on May 17, 2017.
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(a)
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the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on February 23, 2017;
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(b)
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the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Commission on May 1, 2017;
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(c)
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the Company’s Current Reports on Form 8-K filed with the Commission on January 6, 2017, March 6, 2017 and May 11, 2017; and
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(d)
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the description of the Company’s Common Stock, set forth under the heading “Description of Capital Stock” in the Company’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333-115434), filed with the Commission on May 13, 2004, as thereafter amended and supplemented.
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any breach of the director’s duty of loyalty to the Company or its stockholders;
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any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;
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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; and
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any transaction from which the director derived an improper personal benefit.
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4.1
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Third Amended and Restated Certificate of Incorporation of Huron Consulting Group Inc. is incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on February 16, 2005.
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4.2
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Amended and Restated Bylaws of Huron Consulting Group Inc. are incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 28, 2015.
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5.1
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Opinion of McDermott Will & Emery LLP.
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23.1
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Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.
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23.2
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Consent of McDermott Will & Emery LLP (included in opinion filed as Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page).
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99.1
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Huron Consulting Group Inc. 2012 Omnibus Incentive Plan, as amended and restated effective May 1, 2017, is incorporated herein by reference to Appendix A to the Company’s definitive Proxy Statement on Schedule 14A filed on March 27, 2017.
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(1)
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The undersigned registrant hereby undertakes:
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(a)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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;
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(iii)
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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;
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(b)
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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.
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(c)
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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.
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(2)
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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 Section 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.
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(3)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of registrant pursuant to the foregoing provisions, or otherwise, registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by registrant of expenses incurred or paid by a director, officer or controlling person of 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, 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.
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HURON CONSULTING GROUP INC.
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By:
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/s/ James H. Roth
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James H. Roth
President, Chief Executive Officer and Director
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By:
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/s/ James H. Roth
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By:
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/s/ John F. McCartney
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James H. Roth
President, Chief Executive Officer and Director
(Principal Executive Officer)
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John F. McCartney
Non-Executive Chairman of the Board
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By:
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/s/ George E. Massaro
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By:
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/s/ Debra Zumwalt
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George E. Massaro
Vice Chairman of the Board
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Debra Zumwalt
Director
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By:
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/s/ John D. Kelly
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By:
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/s/ James D. Edwards
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John D. Kelly
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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James D. Edwards
Director
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By:
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/s/ H. Eugene Lockhart
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By:
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/s/ John S. Moody
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H. Eugene Lockhart
Director
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John S. Moody
Director
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Exhibit
No.
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Description
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4.1
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Third Amended and Restated Certificate of Incorporation of Huron Consulting Group Inc. is incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on February 16, 2005.
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4.2
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Amended and Restated Bylaws of Huron Consulting Group Inc. are incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 28, 2015.
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5.1
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Opinion of McDermott Will & Emery LLP.
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23.1
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Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.
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23.2
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Consent of McDermott Will & Emery LLP (included in opinion filed as Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page).
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99.1
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Huron Consulting Group Inc. 2012 Omnibus Incentive Plan, as amended and restated effective May 1, 2017, is incorporated herein by reference to Appendix A to the Company’s definitive Proxy Statement on Schedule 14A filed on March 27, 2017.
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