HACKETT GROUP, INC. — Regulatory Filings 2012

Feb 22, 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

The Hackett Group, Inc.

(Name Of Subject Company (Issuer) And Filing Person (Offeror))

Common Shares, par value $0.001 per share

(Title of Class of Securities)

404609109

(CUSIP Number of Common Stock)

Frank A. Zomerfeld, Esq. General Counsel 1001 Brickell Bay Drive, Suite 3000 Miami, Florida 33131 (305) 375-8005

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With a copy to:

John B. Beckman, Esq. Hogan Lovells US LLP 555 Thirteenth Street, NW Washington, DC 20004 (202) 637-5600

CALCULATION OF FILING FEE

Transaction Valuation*	Amount Of Filing Fee**
Not applicable	Not applicable

• A filing fee is not required with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

Item 12 Exhibits

Exhibit Number	Description
99.1	Press Release announcing the intention of The Hackett Group, Inc. (the “Company”) to conduct a modified Dutch Auction tender offer, dated February 21,
2012.
99.2	Press Release announcing the Company’s consolidated financial results for the fourth fiscal quarter of 2011, dated February 21, 2012 (incorporated by reference to
Hackett’s Form 8-K dated February 21, 2012).

INDEX OF EXHIBITS

Exhibit Number	Description
99.1	Press Release announcing the intention of The Hackett Group, Inc. (the “Company”) to conduct a modified Dutch Auction tender offer, dated February 21,
2012.
99.2	Press Release announcing the Company’s consolidated financial results for the fourth fiscal quarter of 2011, dated February 21, 2012 (incorporated by reference to
Hackett’s Form 8-K dated February 21, 2012).