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Registration No. 333-158632
SECURITIES AND EXCHANGE COMMISSION
to
UNDER THE SECURITIES ACT OF 1933
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 95-2623879 (I.R.S. Employer Identification No.) |
Los Angeles, California 90067
(Address, including Zip Code, of Registrant’s Principal Executive Offices)
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)
Bruce D. Meyer, Esq.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Proposed | Proposed | |||||||||||||||||||||
Maximum | Maximum | |||||||||||||||||||||
Amount | Offering | Aggregate | Amount of | |||||||||||||||||||
to be | Price Per | Offering | Registration | |||||||||||||||||||
Title of Securities to be registered | registered | Share | Price | Fee | ||||||||||||||||||
See (1) below | N/A | N/A | N/A | N/A | ||||||||||||||||||
(1) | No additional securities are to be registered, and the registration fee for the securities originally registered were paid upon filing of the original Registration Statement on Form S-8 on April 17, 2009 (File No. 333-158632). Therefore, no further registration fee is required. |
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a) | the Registrant’s Annual Report on Form 10-K for the fiscal year ended April 30, 2008, filed with the Commission on June 30, 2008; | ||
b) | the Registrant’s Quarterly Reports on Form 10-Q for the quarterly period ended July 31, 2008, October 31, 2008 and January 31, 2009, filed with the Commission on September 9, 2008, December 10, 2008 and March 12, 2009, respectively; | ||
c) | the Registrant’s Current Reports on Form 8-K filed with the Commission on May 2, 2008, July 14, 2008, September 26, 2008, March 6, 2009, March 17, 2009, April 29, 2009 and May 20, 2009; and | ||
d) | the description of the Registrant’s common stock contained in the Registration Statement filed with the Commission on November 3, 2000 on Form S-3 pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description. |
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Exhibit | ||
Number | Description of Exhibit | |
4.1 | Certificate of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed December 15, 1999, and incorporated herein by reference. | |
4.2 | Second Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed April 29, 2009, 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 (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). | |
24.2 | Power of Attorney (included on signature page to the Registrant’s Registration Statement on Form S-8 (No. 333-158632), filed April 17, 2009, and incorporated herein by reference). | |
99.1 | Korn/Ferry International 2008 Stock Incentive Plan, filed as Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (No. 333-158632), filed April 17, 2009, and incorporated herein by reference. |
* | Filed herewith. |
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KORN/FERRY INTERNATIONAL | ||||
By: | /s/ Gary D. Burnison | |||
Gary D. Burnison | ||||
Chief Executive Officer and Director | ||||
Signature | Title | Date | ||
* | Chief Executive Officer (Principal Executive Officer) and Director | June 5, 2009 | ||
* | Chair of the Board and Director | June 5, 2009 | ||
* | Director | June 5, 2009 | ||
* | Director | June 5, 2009 | ||
* | Director | June 5, 2009 |
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Signature | Title | Date | ||
* Debra Perry | Director | June 5, 2009 | ||
* Ihno Schneevoigt | Director | June 5, 2009 | ||
* Gerhard Schulmeyer | Director | June 5, 2009 | ||
* Harry L. You | Director | June 5, 2009 | ||
*By: /s/ Peter L. Dunn as Attorney-in-fact | June 5, 2009 |
We, the undersigned officers of Korn/Ferry International, do hereby constitute and appoint Peter L. Dunn and Gary D. Burnison, and each of them, our true and lawful attorneys-in-fact and agents, with full power or substitution and resubstitution, for 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 and this Amendment No. 1 to this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Michael A. DiGregorio | Chief Financial Officer and Executive Vice President (Principal Financial Officer) | June 5, 2009 | ||
/s/ Mark Neal | VP, Finance (Principal Accounting Officer) | June 5, 2009 |
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Exhibit | ||
Number | Description of Exhibit | |
4.1 | Certificate of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed December 15, 1999, and incorporated herein by reference. | |
4.2 | Second Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed April 29, 2009, 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 (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). | |
24.2 | Power of Attorney (included on signature page to the Registrant’s Registration Statement on Form S-8 (No. 333-158632), filed April 17, 2009, and incorporated herein by reference). | |
99.1 | Korn/Ferry International 2008 Stock Incentive Plan, filed as Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (No. 333-158632), filed April 17, 2009, and incorporated herein by reference. |
* | Filed herewith. |
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