Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): December 31, 2012
(Exact name of registrant as specified in
(State or other
Avenue, New York, New York 10022
(Address of principal executive offices,
including zip code)
(Registrant’s telephone number, including
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry
into a Material Definitive Agreement.
On December 31, 2012,
Hudson Global, Inc. (the “Company”) and certain of its North American and U.K. subsidiaries entered into Amendment
No. 3 (the “Amendment”) to the Loan and Security Agreement among the Company, certain of its North American and U.K.
subsidiaries and RBS Citizens Business Capital, a division of RBS Asset Finance, Inc. (the “Revolver Agreement”). The
Amendment effects the following material changes to the Revolver Agreement: (1) increases the Company’s required minimum
excess availability from $7.5 million to $10.0 million until such time that, for two consecutive fiscal quarters, the Company’s
Fixed Charge Coverage Ratio (calculated without including “Special 2012/2013 Restructuring Charges” in the numerator)
is at least 1.2x (such occurrence, a “Trigger Event”), at which time the Company’s required minimum excess availability
is reduced to $5.0 million; (2) imposes additional requirements on the borrowers and guarantors under the Revolver Agreement related
to transactions with affiliates; and (3) removes the minimum required Fixed Charge Coverage Ratio until such time that a Trigger
Event occurs, at which time a minimum required Fixed Charge Coverage Ratio of 1.1x is reinstated.
The foregoing description
of the Amendment does not purport to be a complete description and is qualified in its entirety by reference to the full text of
the Amendment, a copy of which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided
in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
On December 31,
2012, Jon F. Chait, a director of the Company, notified the Company that he will not seek re-election to the Board of
Directors of the Company. Pursuant to the Company’s By-laws and resolutions adopted by the Board of Directors of the
Company on March 7, 2011, the size of the Board of Directors of the Company will be reduced from seven to six at the
expiration of Mr. Chait’s term as a director of the Company at the Company’s 2013 annual meeting of
Item 9.01. Financial Statements
|(4.1)||Amendment No. 3 to Loan and Security Agreement, dated
as of December 31, 2012, by and among Hudson Global, Inc. and each of its subsidiaries that are signatories thereto, as Borrowers,
the lenders that are signatories thereto, as Lenders, and RBS Citizens Business Capital, a division of RBS Asset Finance, Inc.,
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
||HUDSON GLOBAL, INC.|
|Date: January 4, 2013
||/s/ Latham Williams|
Senior Vice President, Legal Affairs
Administration, Corporate Secretary
HUDSON GLOBAL, INC.
Exhibit Index to Current Report on Form
December 31, 2012
|(4.1)||Amendment No. 3 to Loan and Security Agreement, dated as of December 31, 2012, by and among Hudson
Global, Inc. and each of its subsidiaries that are signatories thereto, as Borrowers, the lenders that are signatories thereto,
as Lenders, and RBS Citizens Business Capital, a division of RBS Asset Finance, Inc., as Agent.|