-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JOvHYza+QsshlsTelTTIDHDji0haqAH7gbWoYsHWRzYc2X/vqyciwHhUh1NOc5PG cOpdYyxkr6lsq5kSP+5x/g== 0000872573-03-000018.txt : 20030515 0000872573-03-000018.hdr.sgml : 20030515 20030515134644 ACCESSION NUMBER: 0000872573-03-000018 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030515 GROUP MEMBERS: CAXTON ASSOCIATES, L.L.C. GROUP MEMBERS: CAXTON EQUITY GROWTH (BVI) LTD. GROUP MEMBERS: CAXTON EQUITY GROWTH LLC GROUP MEMBERS: CAXTON INTERNATIONAL LIMITED GROUP MEMBERS: MR. BRUCE S. KOVNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON HIGHLAND GROUP INC CENTRAL INDEX KEY: 0001210708 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 593547281 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78979 FILM NUMBER: 03703202 BUSINESS ADDRESS: STREET 1: 622 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129774200 MAIL ADDRESS: STREET 1: 622 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: HUDSON HIGHLAND INC DATE OF NAME CHANGE: 20030224 FORMER COMPANY: FORMER CONFORMED NAME: TMP WORLDWIDE SEARCH INC DATE OF NAME CHANGE: 20021217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAXTON ASSOCIATES LLC CENTRAL INDEX KEY: 0000872573 IRS NUMBER: 223430173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1030 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PRINCETON PLAZA, BUILDING 2 STREET 2: 731 ALEXANDER ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-419-1800 MAIL ADDRESS: STREET 1: PRINCETON PLAZA, BUILDING 2 STREET 2: 731 ALEXANDER ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: CAXTON CORP DATE OF NAME CHANGE: 19961118 SC 13G 1 hudson13g51503.txt 13 G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ___________________ SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 HUDSON HIGHLAND GROUP INC. (Name of Issuer) Common Stock, $.001 Par Value (Title of Class of Securities) 443792106 (CUSIP Number) May 13, 2003 (Date of event which requires filing this statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1 (b) [X] Rule 13d-1 (c) [ ] Rule 13d-1 (d) *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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to the "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). SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Caxton International Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) n/a 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) n/a 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 383,914 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 383,914 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 383,914 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Caxton Equity Growth LLC 22-3682580 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) n/a 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) n/a 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 28,318 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 28,318 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,318 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Caxton Equity Growth (BVI) Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) n/a 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) n/a 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 83,550 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 83,550 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 83,550 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Caxton Associates, L.L.C. 22-3430173 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) n/a 3 SEC USE ONLY 4 SOURCE OF FUNDS* n/a 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) n/a 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 495,782 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 495,782 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 495,782 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Bruce S. Kovner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) n/a 3 SEC USE ONLY 4 SOURCE OF FUNDS* n/a 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) n/a 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 495,782 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 495,782 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 495,782 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: Hudson Highland Group, Inc. Item 1 (b). Address of Issuer's Principal Executive Offices: 622 3rd Avenue New York, NY 10017 Item 2 (a). Name of Person Filing: (i) Caxton International Limited ("Caxton International") (ii) Caxton Equity Growth LLC ("Caxton Equity Growth") (iii) Caxton Equity Growth (BVI) Ltd. ("Caxton Equity Growth (BVI)") (iv) Caxton Associates, L.L.C. ("Caxton Associates"). Caxton Associates is the trading advisor to Caxton International and Caxton Equity Growth (BVI), and the manager of Caxton Equity Growth (together with Caxton International and Caxton Equity Growth (BVI) the "Caxton Accounts") and as such, has voting and dispositive power with respect to the investments of the Caxton Accounts. (v) Mr. Bruce S. Kovner. Mr. Kovner is the Chairman of Caxton Associates and the sole shareholder of Caxton Corporation, the manager and majority owner of Caxton Associates. As a result of the foregoing, Mr. Kovner may be deemed beneficially to own the securities of the Issuer owned by the Caxton Accounts. Item 2 (b). Address of Principal Business Office or, if None, Residence: (i) The address of Caxton International is c/o Prime Management Limited, Mechanics Building, 12 Church Street, Hamilton HM11, Bermuda. (ii) The address of Caxton Equity Growth is c/o Caxton Associates, Princeton Plaza, Building 2, 731 Alexander Road, Princeton, NJ 08540. (iii) The address of Caxton Equity Growth (BVI) is c/o Prime Management Limited, Mechanics Building, 12 Church Street, Hamilton HM11, Bermuda. (iv) The address of Caxton Associates is Princeton Plaza, Building 2, 731 Alexander Road, Princeton, NJ 08540. (v) The business address of Mr. Kovner is 667 Madison Avenue, New York, NY 10021. Item 2 (c). Citizenship: (i) Caxton International is a British Virgin Islands Corporation. (ii) Caxton Equity Growth is a Delaware limited liability company. (iii) Caxton Equity Growth (BVI) is a British Virgin Islands Corporation. (iv) Caxton Associates is a Delaware limited liability company. (v) Mr. Kovner is a United States citizen. Item 2 (d). Title of Class of Securities: Common Stock Item 2 (e). CUSIP No: 443792106 Item 3. If this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. Item 4. Ownership (a) Amount beneficially owned: (i) The amount of shares of Common Stock beneficially owned by Caxton International is 383,914. (ii) The amount of shares of Common Stock beneficially owned by Caxton Equity Growth is 28,318. (iii) The amount of shares of Common Stock beneficially owned by Caxton Equity Growth (BVI) is 83,550. (iv) The amount of shares of Common Stock considered to be beneficially owned by Caxton Associates by reason of its voting and dispositive powers is 495,782. (v) Mr. Kovner, by reason of being Chairman of Caxton Associates and the sole shareholder of Caxton Corporation, the manager and majority owner of Caxton Associates, may also be deemed to beneficially own such shares. (b) Percent of Class: (i) Caxton International beneficially owns 4.5% of the Class of Common Stock. (ii) Caxton Equity Growth beneficially 0.3% owns of the Class of Common Stock. (iii) Caxton Equity Growth (BVI) beneficially owns 1.0% of the Class of Common Stock. (iv) Caxton Associates is deemed to beneficially own 5.8% of the class of Common Stock. (v) Mr. Kovner is deemed to beneficially own 5.8% of the Class of Common Stock. (c) Number of shares as to which Caxton International has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 383,914 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 383,914 Number of shares as to which Caxton Equity Growth has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 28,318 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 28,318 Number of shares as to which Caxton Equity Growth (BVI) has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 83,550 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 83,550 Number of shares as to which Caxton Associates has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 495,782 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 495,782 Number of shares as to which Mr. Kovner has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 495,782 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 495,782 Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Reported on the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below, each of the reporting persons hereby certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. May 15, 2003 CAXTON INTERNATIONAL LIMITED By:/s/Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer By:/s/Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary CAXTON EQUITY GROWTH (BVI) Ltd. By:/s/Joseph Kelly Name: Joseph Kelly Title: Vice President By:/s/Maxwell Quin Name: Maxwell Quin Title: Secretary CAXTON EQUITY GROWTH LLC By:/s/Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary, Caxton Associates, L.L.C., Manager CAXTON ASSOCIATES, L.L.C. By:/s/Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary /s/Bruce S. Kovner Bruce S. Kovner, by Scott B. Bernstein as Attorney-in-Fact Certification The undersigned hereby certifies that the shares of Hudson Highland Group, Inc. purchased on behalf of Caxton International Limited, Caxton Equity Growth (BVI) Ltd. and Caxton Equity Growth LLC were not acquired and are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. /s/Ross Taylor Ross Taylor /s/Kurt Feuerman Kurt Feuerman /s/Emil Dabora Emil Dabora Date: May 15, 2003 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)(l) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: May 15, 2003 CAXTON INTERNATIONAL LIMITED By:/s/Joseph Kelly Name: Joseph Kelly Title: Vice President & Treasurer By:/s/Maxwell Quin Name: Maxwell Quin Title: Vice President & Secretary CAXTON EQUITY GROWTH (BVI) Ltd. By:/s/Joseph Kelly Name: Joseph Kelly Title: Vice President By:/s/Maxwell Quin Name: Maxwell Quin Title: Secretary CAXTON EQUITY GROWTH LLC By:/s/Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary, Caxton Associates, L.L.C., Manager CAXTON ASSOCIATES, L.L.C. By:/s/Scott B Bernstein Name: Scott B. Bernstein Title: Secretary /s/Bruce S. Kovner Bruce S. Kovner, by Scott B. Bernstein as Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----