As filed with the Securities and Exchange Commission on May 5, 2010
File No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HURON CONSULTING GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization)
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01-0666114
(I.R.S. Employer Identification No.) |
550 West Van Buren Street
Chicago, Illinois 60607
(Address of principal executive offices)
Amended and Restated Huron Consulting Group Inc. 2004 Omnibus Stock Plan
(Full title of the plan)
Natalia Delgado
Vice President, General Counsel and Corporate Secretary
Huron Consulting Group Inc.
550 West Van Buren Street
Chicago, Illinois 60607
(Name and Address of Agent for Service)
(312) 583-8700
(Telephone Number, including area code, of Agent for Service)
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. (Check one):
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| Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Maximum |
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Maximum |
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Aggregate |
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Title of Each Class of Securities to be |
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Amount to be |
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Offering Price |
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Offering |
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Amount of |
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Registered |
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Registered1 |
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Per Share2 |
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Price2 |
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Registration Fee |
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Common Stock, par value $.01 per share
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650,000 |
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$22.74 |
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$14,781,000 |
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$1,053.89 |
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This registration statement shall also cover any additional shares of common stock of the
Registrant which may become issuable under the plan being registered pursuant to this
registration statement by reason of any stock dividend, stock split, recapitalization or any
other similar transaction, effected as required by such plan. |
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Estimated in accordance with Rules 457 (c) and (h) of the Securities Act solely for purposes
of calculating the registration fee on the basis of the average of the high and low sale
prices of the Registrant’s Common Stock on the NASDAQ Global
Market on May 3, 2010 ($22.74). |
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form
S-8 (File No. 333-119697 and 333-137107) of Huron Consulting Group Inc. (the “Company”) are
incorporated herein by reference. This Registration Statement covers an additional 650,000 shares
of common stock, par value $.01 per share, of the Company (the “Common Stock”) issuable under the
Amended and Restated Huron Consulting Group Inc. 2004 Omnibus Stock Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Chicago, Illinois, on May 5, 2010.
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HURON CONSULTING GROUP INC.
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By: |
/s/ James H. Roth
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Name: |
James H. Roth |
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Title: |
President, Chief Executive Officer and Director |
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POWER OF ATTORNEY
We, the undersigned directors and officers of Huron Consulting Group Inc., a Delaware
corporation, do hereby constitute and appoint James H. Roth, James K. Rojas and Natalia Delgado,
and each of them individually, our true and lawful attorneys-in-fact and agents, 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 do any and all acts and things in our names and on our behalf in our capacities
as directors and officers and to execute any and all instruments for us and in our name in the
capacities indicated below, which said attorneys and agents may deem necessary or advisable to
enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this registration
statement, including specifically, but without limitation, power and authority to sign any and all
amendments (including post-effective amendments) to this registration statement, to sign a
registration statement filed with the Securities and Exchange Commission pursuant to Rule 462(b)
promulgated under the Securities Act of 1933 and any and all amendments thereto, and to file the
same, with all exhibits thereto, and we do hereby ratify and confirm all that said attorneys and
agents shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following person in the capacities and on the dates indicated.
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Title |
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/s/ James H. Roth
James H. Roth
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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May 5, 2010 |
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/s/ John McCartney
John McCartney
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Chairman of the Board
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May 5, 2010 |
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/s/ George E. Massaro
George E. Massaro
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Vice-Chairman of the Board
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May 5, 2010 |
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/s/ James K. Rojas
James K. Rojas
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Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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May 5, 2010 |
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/s/ DuBose Ausley
DuBose Ausley
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Director
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May 5, 2010 |
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/s/ James D. Edwards
James D. Edwards
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Director
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May 5, 2010 |
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/s/ H. Eugene Lockhart
H. Eugene Lockhart
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Director
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May 5, 2010 |
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/s/ John S. Moody
John S. Moody
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Director
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May 5, 2010 |