Attached files
| file | filename |
|---|---|
| EX-5.1 - EX-5.1 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449kexv5w1.htm |
Registration
No. 333-169224
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Amendment No. 6
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
CTPARTNERS EXECUTIVE SEARCH
INC.
(Exact name of registrant as
specified in its charter)
| Delaware | 7361 | 52-2402079 | ||
| (State of incorporation) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification No.) |
1166 Avenue of the Americas
3rd Floor
New York, NY 10036
Phone: (212) 588-3500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
3rd Floor
New York, NY 10036
Phone: (212) 588-3500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Brian M. Sullivan
Chief Executive Officer
CTPartners Executive Search Inc.
1166 Avenue of the Americas
3rd Floor
New York, NY 10036
Phone: (212) 588-3500
Fax: (212) 688-5754
(Name, address, including zip code, and telephone number, including are code, of agent for service)
Chief Executive Officer
CTPartners Executive Search Inc.
1166 Avenue of the Americas
3rd Floor
New York, NY 10036
Phone: (212) 588-3500
Fax: (212) 688-5754
(Name, address, including zip code, and telephone number, including are code, of agent for service)
With a copy to:
Howard Groedel, Esq.
Ulmer & Berne LLP
1660 West 2nd Street, Suite 1100
Cleveland, OH 44113-1448
Phone: (216) 583-7000
Fax: (216) 583-7001
Ulmer & Berne LLP
1660 West 2nd Street, Suite 1100
Cleveland, OH 44113-1448
Phone: (216) 583-7000
Fax: (216) 583-7001
Approximate Date of Commencement of Proposed Sale to the
Public: As soon as practicable after the
effective date of this registration statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933 (the
“Securities Act”), check the following
box: o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering: o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering: o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering: o
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):
|
Large accelerated filer o
|
Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
| (Do not check if a smaller reporting company) |
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement on
Form S-1
shall thereafter become effective in accordance with
Section 8(a) of the Securities Act or until the
Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
Explanatory
Note
This Amendment No. 6 is being filed solely to amend Item 16
of “Part II — Information Not Required in
Prospectus” to reflect additional exhibits filed herewith.
| ITEM 16. | Exhibits |
|
Exhibit |
||||
|
No.
|
Description of Document
|
|||
| 1 | .1 | Form of Underwriting Agreement† | ||
| 2 | .1 | Form of Plan of Conversion of CTPartners Executive Search LLC into CTPartners Executive Search Inc.† | ||
| 3 | .1 | Form of Certificate of Incorporation of CTPartners Executive Search Inc., to be in effect upon completion of the offering† | ||
| 3 | .2 | Form of Bylaws of CTPartners Executive Search Inc., to be in effect upon completion of the offering† | ||
| 4 | .1 | Form of CTPartners Executive Search Inc. Common Stock Certificate† | ||
| 5 | .1 | Opinion of Ulmer & Berne LLP** | ||
| 10 | .1 | Form of Indemnification Agreement, by and between CTPartners Executive Search Inc. and each of its Directors and Executive Officers† | ||
| 10 | .2 | Employment Agreement with Brian M. Sullivan dated September 1, 2010† | ||
| 10 | .3 | Employment Agreement with David C. Nocifora dated September 1, 2010† | ||
| 10 | .4. | Form of 2010 equity incentive plan of CTPartners Executive Search Inc. to be in effect upon effectiveness of conversion† | ||
| 10 | .5 | Second Amended and Restated Credit and Security Agreement Among JPMorgan Chase Bank, NA and CTPartners Executive Search LLC dated November 19, 2010† | ||
| 10 | .6 | Revised Letter of Agreement (Affiliation and License Agreement) between CTPartners Executive Search LLC and HS Andean Holding Corporation dated April 26, 2007† | ||
| 16 | Letter regarding Change in Certifying Accountant† | |||
| 21 | List of Subsidiaries† | |||
| 23 | .1 | Consent of Ulmer & Berne LLP (included in Exhibit 5.01)** | ||
| 23 | .2 | Consent of Independent Registered Public Accounting Firm, McGladrey & Pullen, LLP† | ||
| 99 | .1 | Consent of Director Designee, Scott M. Birnbaum† | ||
| 99 | .2 | Consent of Director Designee, Michael C. Feiner† | ||
| 99 | .3 | Consent of Director Designee, Thomas R. Testwuide, Sr.† | ||
| 99 | .4 | Consent of Director Designee, Betsey L. Morgan† | ||
† Previously filed.
* To be filed by amendment.
** Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, CTPartners Executive Search Inc. has duly caused this
amendment to this registration statement on
Form S-1
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cleveland, Ohio on December 2, 2010.
CTPartners Executive Search Inc.
| By: |
/s/ David
C. Nocifora
|
Name: David C. Nocifora
Title: Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated below.
|
Name
|
Title
|
Date
|
||||
|
/s/ Brian
M. Sullivan Brian M. Sullivan |
Chief Executive Officer and Member of the Board of Directors (Principal Executive Officer) |
December 2, 2010 | ||||
|
/s/ David
C. Nocifora David C. Nocifora |
Chief Operating and Chief Financial Officer and Member of the Board of Directors (Principal Accounting Officer) |
December 2, 2010 | ||||
EXHIBIT INDEX
|
Exhibit |
||||
|
No.
|
Description of Document
|
|||
| 1 | .1 | Form of Underwriting Agreement† | ||
| 2 | .1 | Form of Plan of Conversion of CTPartners Executive Search LLC into CTPartners Executive Search Inc.† | ||
| 3 | .1 | Form of Certificate of Incorporation of CTPartners Executive Search Inc., to be in effect upon completion of the offering† | ||
| 3 | .2 | Form of Bylaws of CTPartners Executive Search Inc., to be in effect upon completion of the offering† | ||
| 4 | .1 | Form of CTPartners Executive Search Inc. Common Stock Certificate† | ||
| 5 | .1 | Opinion of Ulmer & Berne LLP** | ||
| 10 | .1 | Form of Indemnification Agreement, by and between CTPartners Executive Search Inc. and each of its Directors and Executive Officers† | ||
| 10 | .2 | Employment Agreement with Brian M. Sullivan dated September 1, 2010† | ||
| 10 | .3 | Employment Agreement with David C. Nocifora dated September 1, 2010† | ||
| 10 | .4. | Form of 2010 equity incentive plan of CTPartners Executive Search Inc. to be in effect upon effectiveness of conversion† | ||
| 10 | .5 | Second Amended and Restated Credit and Security Agreement Among JPMorgan Chase Bank, NA and CTPartners Executive Search LLC dated November 19, 2010† | ||
| 10 | .6 | Revised Letter of Agreement (Affiliation and License Agreement) between CTPartners Executive Search LLC and HS Andean Holding Corporation dated April 26, 2007† | ||
| 16 | Letter regarding Change in Certifying Accountant† | |||
| 21 | List of Subsidiaries† | |||
| 23 | .1 | Consent of Ulmer & Berne LLP (included in Exhibit 5.01)** | ||
| 23 | .2 | Consent of Independent Registered Public Accounting Firm, McGladrey & Pullen, LLP† | ||
| 99 | .1 | Consent of Director Designee, Scott M. Birnbaum† | ||
| 99 | .2 | Consent of Director Designee, Michael C. Feiner† | ||
| 99 | .3 | Consent of Director Designee, Thomas R. Testwuide, Sr.† | ||
| 99 | .4 | Consent of Director Designee, Betsey L. Morgan† | ||
† Previously filed.
* To be filed by
amendment.
** Filed herewith