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OMB
APPROVAL
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB
Number: 3235-0145
Expires:
December
31, 2005
Estimated
average burden
hours
per response 11
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SCHEDULE
13D/A
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UNDER
THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment
No. 1)
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HILL
INTERNATIONAL, INC.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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431466
10 1
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(CUSIP
Number)
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Eric
Rosenfeld
825
Third Avenue
40th
Floor
New
York, NY 10022
(212)
319-7676
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(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
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November
28, 2007
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(Date
of Event which
Requires Filing of this Statement)
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If
the
filing person has previously filed a statement on Schedule 13G to report
the
acquisition that is the subject of this Schedule 13D, and is filing
this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check
the following box. o
Note:
Schedules filed in paper format shall include a signed original and
five copies
of the schedule, including all exhibits. See § 240.13d.7(b) for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
NO. 431466
10 1
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Eric
Rosenfeld
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) o
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(b) x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
N/A
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
or 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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: 7
: 8
: 9
: 10
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SOLE
VOTING POWER
1,576,8371
SHARED
VOTING POWER
0
SOLE
DISPOSITIVE POWER
1,576,837
SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,576,837
(see footnote one)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS) x
(see
footnote one)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
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14
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TYPE
OF REPORTING PERSON
IN
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1 For
purposes of Section 13(d), Mr. Rosenfeld may be deemed to beneficially
own an
aggregate of 1,576,837 shares of common stock of the issuer, including
10,000
shares of common stock issuable on exercise of options, but excluding 120,000
shares held by the 1991 Rosenfeld Children’s Trust, a trust established for the
benefit of Mr. Rosenfeld’s children, of which Mrs. Eric Rosenfeld is the sole
trustee. Mr. Rosenfeld disclaims beneficial ownership of the shares of
common
stock held by the 1991 Rosenfeld Children’s Trust.
2
Item
1. Security
and Issuer.
The
securities to which this statement relates are shares of common stock, par
value
$.0001 per share (the “Common Stock”), of Hill International, Inc., a Delaware
corporation (the “Issuer”). The principal executive offices of the Issuer are
located at 303 Lippincott Centre, Marlton, New Jersey 08053.
Item
2. Identity
and Background.
This
Schedule 13D/A is filed by Eric Rosenfeld. The business address of Mr. Rosenfeld
is 825 Third Avenue, 40th floor, New York, NY 10022. Mr. Rosenfeld is a director
of the Issuer.
During
the last five years, Mr. Rosenfeld has not been (1) convicted in a criminal
proceeding, or (2) a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or
is
subject to a judgment, decree or final order enjoining future violations
of, or
prohibiting or mandating activities subject to, federal or state securities
laws
or finding any violation with respect to such laws.
Mr.
Rosenfeld is a citizen of the United States.
Item
3. Source
and Amount of Funds or Other Consideration.
As
described in the Schedule 13D filed January 5, 2006, Mr. Rosenfeld acquired
1,080,000 shares of Common Stock of the Issuer in connection with the Issuer’s
formation in April 2004. Subsequent to the Issuer’s formation, Mr. Rosenfeld
acquired warrants to purchase 750,000 shares of Common Stock of the Issuer
in
open market transactions. Subsequent thereto, Mr. Rosenfeld purchased 10,000
shares of Common Stock on August 16, 2006 in an open market transaction.
As a
non-employee director of the Issuer, Mr. Rosenfeld has been granted a total
of
12,000 shares of Common Stock and options to purchase a total of 10,000 shares
of Common Stock.
On
October 23, 2007, the Issuer announced the redemption of its outstanding
warrants for the purchase of its Common Stock. In connection with the redemption
of the warrants and prior thereto, 13,575,601 warrants were exercised, each
for
one share of Common Stock. The final settlement date for the exercise of
the
warrants was November 28, 2007. The Issuer’s issuance of the 13,575,601 shares
of Common Stock has reduced the percentage of the class of common stock that
is
owned by Mr. Rosenfeld.
Between
November 16, 2007 and November 20, 2007, Mr. Rosenfeld sold 285,163 warrants
for
purchase of Common Stock in open market transactions.
On
November 23, 2007 Mr. Rosenfeld exercised warrants for the purchase of 464,837
shares of Common Stock of the Issuer.
Item
4. Purpose
of Transaction.
Mr.
Rosenfeld acquired the shares of Common Stock of the Issuer for investment
purposes.
3
Item
5. Interest
in Securities of the Issuer.
(a)
and
(b): As
of
November 27, 2007 Mr. Rosenfeld beneficially and directly owned 1,576,837
shares
of Common Stock. Mr. Rosenfeld has sole power to vote and to dispose of the
shares which he owns. Mr. Rosenfeld disclaims beneficial ownership of the
120,000 shares of Common Stock held by the 1991 Rosenfeld Children’s
Trust.
(c): Between
November 16, 2007 and November 20, 2007, Mr. Rosenfeld sold 285,163 warrants
for
the purchase of Common Stock of the Issuer in open market transactions. On
November 23, 2007, Mr. Rosenfeld exercised warrants for the purchase of 464,837
shares of Common Stock of the Issuer.
(d): No
person
other than Mr. Rosenfeld has the right to receive or the power to direct
receipt
of dividends, or the proceeds from the sale of the common stock of the Issuer.
(e): On
November 28, 2007, Mr. Rosenfeld ceased to be the beneficial owner of 5%
or more
of the Common Stock of the Issuer.
| Item 6. |
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
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Messrs.
Irvin E. Richter, David L. Richter and Brady H. Richter have entered into
a
voting agreement with Messrs. Eric Rosenfeld and Arnaud Ajdler, which agreement
requires that the Richter signatories to the voting agreement agree to vote
for
the designees of Messrs. Rosenfeld and Ajdler as directors of the Issuer
and
that Messrs. Rosenfeld and Ajdler agree to vote for the designees of the
Richter
signatories to the voting agreement, in both cases until immediately following
the election that will be held at the annual meeting of stockholders of the
Issuer in 2008. each of Messrs. Irvin Richter, David Richter, Rosenfeld and
Ajdler is a director of the Issuer. The voting agreement is incorporated
by
reference as Exhibit 7.1 to this Schedule 13D/A.
Item
7. Materials
to be Filed as Exhibits
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Exhibit 7.1
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Form
of Voting Agreement (included as Annex E of the Definitive Proxy
Statement
(No. 000-50781), dated June 5, 2006 and incorporated by reference
herein).
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4
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that
the information set forth in this statement is true, complete and
correct.
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Dated:
December 5 , 2007
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Eric
Rosenfeld
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5
INDEX
TO
EXHIBITS
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Exhibit
7.1
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Form
of Voting Agreement (included as Annex E of the Definitive Proxy
Statement
(No. 000-50781), dated June 5, 2006 and incorporated by reference
herein).
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