QuickLinks -- Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on March 14, 2003. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HUDSON HIGHLAND GROUP, INC. (Exact Name of Registrant As Specified in Its Charter) Delaware 59-3547281 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 622 Third Avenue, New York, New York 10017 (Address of Principal Executive Offices) (212)351-7200 (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None. SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Name of each exchange on which Title of class to be so registered class is to be registered Common Stock, $.001 par value per share The Nasdaq National Market HUDSON HIGHLAND GROUP, INC. ("HH Group") I. INFORMATION INCLUDED IN INFORMATION STATEMENT AND INCORPORATED IN FORM 10 BY REFERENCE CROSS REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10 Our information statement may be found as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the information statement. Item No. Caption Location in Information Statement 1. Business "Business"; "Summary—Summary of Historical and Pro Forma Financial Data"; "Risk Factors" 2. Financial Information "Summary—Summary of Historical and Pro Forma Financial Data"; "Management's Discussion and Analysis of Financial Condition and Results of Operations" 3. Properties "Business—Properties" 4. Security Ownership of Certain Beneficial Owners and Management "Security Ownership of Certain Beneficial Owners and Management" 5. Directors and Executive Officers "Management" 6. Executive Compensation "Management—Compensation of Executive Officers"; "Management —Compensation of Directors" 7. Certain Relationships and Related Transactions "Certain Relationships and Related Transactions"; "Arrangements Between HH Group and TMP Relating to the Distribution" 8. Legal Proceedings "Business—Legal Proceedings" 9. Market Price of and Dividends on the Registrant's Common Equity "The Distribution—Approval and trading of shares of HH Group and Related Stockholder Matters common stock"; "Risk Factors" 10. Recent Sales of Unregistered Securities Not included. (See Part II Item 10) 11. Description of Registrant's Securities to be Registered "Description of Capital Stock of HH Group"; "Certain Anti-Takeover Effects" 12. Indemnification of Directors and Officers "Liability and Indemnification Officers and Directors" 13. Financial Statements and Supplementary Data "Summary—Summary of Historical and Pro Forma Financial Data"; "Selected Historical Financial Data" 14. Changes in and Disagreements with Accountants and Accounting and None. Financial Disclosure 15. Financial Statements and Exhibits "Index to Combined Financial Statements" 2 II. INFORMATION NOT INCLUDED IN INFORMATION STATEMENT. Item 10. Recent Sales of Unregistered Securities. None. Item 15. Financial Statements and Exhibits. (b) Exhibits: Exhibit No. Description 2.1 Form of Distribution Agreement by and between TMP Worldwide Inc. and Hudson Highland Group, Inc. 3.1 Amended and Restated Certificate of Incorporation of Hudson Highland Group, Inc. 3.2 Amended and Restated By-laws of Hudson Highland Group, Inc. 4.1 Specimen Stock Certificate of Hudson Highland Group, Inc. 4.2 Form of Hudson Highland Group, Inc. Long Term Incentive Plan 4.3 Form of Hudson Highland Group, Inc. Employee Stock Purchase Plan. 10.1 Form of Distribution Agreement by and between TMP Worldwide Inc. and Hudson Highland Group, Inc. (filed as Exhibit 2.1) 10.2 Form of Transition Services Agreement by and between TMP Worldwide Inc. and Hudson Highland Group, Inc. 10.3 Form of Tax Separation Agreement by and between TMP Worldwide Inc. and Hudson Highland Group, Inc. 10.4 Form of Loan Agreement by and between TMP Worldwide Inc. and Hudson Highland Group, Inc. 21 List of Subsidiaries of Hudson Highland Group, Inc. 99.1 Hudson Highland Group, Inc. Information Statement dated March 14, 2003 3 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. HUDSON HIGHLAND GROUP, INC. By: /s/ JON F. CHAIT Name: Jon F. Chait Title: Chairman, President and CEO Dated: March 14, 2003 4 INDEX TO EXHIBITS Exhibit No. Description 2.1 Form of Distribution Agreement by and between TMP Worldwide Inc. and Hudson Highland Group, Inc. 3.1 Amended and Restated Certificate of Incorporation of Hudson Highland Group, Inc. 3.2 Amended and Restated By-laws of Hudson Highland Group, Inc. 4.1 Specimen Stock Certificate of Hudson Highland Group, Inc. 4.2 Form of Hudson Highland Group, Inc. Long Term Incentive Plan. 4.3 Form of Hudson Highland Group, Inc. Employee Stock Purchase Plan. 10.1 Form of Distribution Agreement by and between TMP Worldwide Inc. and Hudson Highland Group, Inc. (filed as Exhibit 2.1) 10.2 Form of Transition Services Agreement by and between TMP Worldwide Inc. and Hudson Highland Group, Inc. 10.3 Form of Tax Separation Agreement by and between TMP Worldwide Inc. and Hudson Highland Group, Inc. 10.4 Form of Loan Agreement by and between TMP Worldwide Inc. and Hudson Highland Group, Inc. 21 List of Subsidiaries of Hudson Highland Group, Inc. 99.1 Hudson Highland Group, Inc. Information Statement dated March 14, 2003 QuickLinks HUDSON HIGHLAND GROUP, INC. ("HH Group") SIGNATURES INDEX TO EXHIBITS QuickLinks -- Click here to rapidly navigate through this document Exhibit 2.1 DISTRIBUTION AGREEMENT by and between TMP WORLDWIDE INC. and HUDSON HIGHLAND GROUP, INC. Dated as of March , 2003 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1.01 Definitions 1 ARTICLE 2 PRE-DISTRIBUTION TRANSACTIONS; CERTAIN COVENANTS 2.01 Corporate Restructuring Transactions 5 2.02 Charter and Bylaws of HHGI 5 2.03 Election of Directors of HHGI 5 2.04 TMP Board Action 5 2.05 Transfer and Assignment of Certain Licenses and Permits 5 2.06 Transfer and Assignment of Certain Agreements 6 2.07 Consents 6 2.08 Other Transactions 6 2.09 Preparation and Filing of Form 10 7 2.10 Election of Officers 7 2.11 Employee Benefit Plans 7 2.12 State Securities Laws 7 2.13 Listing Application 7 2.14 Certain Financial and Other Arrangements 7 2.15 Director, Officer and Employee Resignations 7 2.16 Transfer Not Effected Prior to the Distribution; Transfer Deemed Effective as of the Distribution Date 8 2.17 Ancillary Agreements 8 ARTICLE 3 THE DISTRIBUTION 3.01 Conditions Precedent to the Distribution 9 3.02 The Distribution 9 3.03 Subdivision of HHGI Common Stock to Accomplish the Distribution 10 3.04 Fractional Shares 10 ARTICLE 4 INDEMNIFICATION 4.01 Release of Pre-Distribution Claims 10 4.02 HHGI Indemnification of the TMP Group 12 4.03 TMP Indemnification of the HHGI Group 12 4.04 Insurance; Third Party Obligations; Tax Benefits 12 4.05 Notice and Payment of Claims 13 4.06 Notice and Defense of Third-Party Claims 13 4.07 Contribution 14 4.08 Non-Exclusivity of Remedies 14 ARTICLE 5 EMPLOYEE MATTERS 5.01 Certain Employee and Employee Benefits Matters 14 5.02 Payment of Outstanding Credit Card Balances 17 ARTICLE 6 ACCESS TO INFORMATION 6.01 Provision of Corporate Records 18 6.02 Access to Information 18 6.03 Litigation Cooperation 18 6.04 Reimbursement 18 6.05 Retention of Records 18 6.06 Confidential Information 18 6.07 Inapplicability of Article 6 to Tax Matters 19 ARTICLE 7 CERTAIN OTHER AGREEMENTS 7.01 Leased Real Property 19 7.02 Insurance Policies 19 7.03 Tax Matters 21 7.04 Use of Names, Trademarks, etc 21 7.05 Intellectual Property 24 7.06 Certain Business Matters 25 7.07 Reimbursement of HHGI Group Liabilities 26 7.08 Delivery of Property 26 7.09 Further Assurances and Consents 26 ARTICLE 8 MISCELLANEOUS 8.01 Notices 26 8.02 Amendments; No Waivers 27 8.03 Expenses 27 8.04 Successor and Assigns 28 8.05 Governing Law 28 8.06 Counterparts; Effectiveness 28 8.07 Entire Agreement 28 8.08 Set-Offs 28 8.09 Arbitration 28 8.10 Existing Arrangements 28 8.11 Termination Prior to the Distribution 29 8.12 Publicity 29 8.13 Captions 29 8.14 Third Party Beneficiaries 29 ii DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT, dated as of March , 2003 (this "Agreement"), is by and between TMP Worldwide Inc., a Delaware corporation ("TMP"), and Hudson Highland Group, Inc., a Delaware corporation ("HHGI"). W I T N E S S E T H: WHEREAS, HHGI is presently a wholly-owned subsidiary of TMP; WHEREAS, the Board of Directors of TMP has determined that it is in the best interests of TMP, its stockholders and HHGI that all shares of HHGI Common Stock (as defined below) owned by TMP be distributed pro rata to TMP's stockholders; WHEREAS, TMP and HHGI are concurrently herewith entering into the Tax Separation Agreement (as defined below); and WHEREAS, the parties hereto desire to set forth herein the principal corporate transactions to be effected in connection with the Distribution (as defined below) and certain other matters relating to the relationship and the respective rights and obligations of the parties following the Distribution. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS 1.01 Definitions. The following terms, as used herein, have the following meanings: "Action" means any claim, suit, action, arbitration, inquiry, investigation or other proceeding by or before any court, governmental or other regulatory or administrative agency or commission or any other tribunal. "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other Person.
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