<PAGE>

     As filed with the Securities and Exchange Commission on April 2, 2001
                                                          Registration No. 333 -
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                    HEIDRICK & STRUGGLES INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)


              DELAWARE                                    36-2681268
     (State or jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                    Identification No.)


                       233 SOUTH WACKER DRIVE, SUITE 4200
                          CHICAGO, ILLINOIS 60606-6303
               (Address of principal executive offices) (Zip code)

                           HEIDRICK & STRUGGLES, INC.
                    401(k) PROFIT SHARING AND RETIREMENT PLAN
                            (Full title of the plan)

                              STEPHANIE W. ABRAMSON
                    HEIDRICK & STRUGGLES INTERNATIONAL, INC.
                           245 PARK AVENUE, SUITE 4300
                            NEW YORK, NEW YORK 10167
                     (Name and address of agent for service)

                                 (212) 867-9876
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------- ----------------- ---------------------------- ---------------------------- --------------------------
Title of Securities to be    Amount to be      Proposed maximum offering    Proposed maximum aggregate   Amount of registration
registered                   registered (1)    price per share(2)           offering price               fee
- ---------------------------- ----------------- ---------------------------- ---------------------------- --------------------------
<S>                              <C>                     <C>                        <C>                           <C>
       Common Stock,             200,000                 $28.50                     $5,700,000                    $1,425
      $0.01 par value
- ---------------------------- ----------------- ---------------------------- ---------------------------- --------------------------
</TABLE>

(1)  This amount represents up to 200,000 shares which may be sold from time to
     time by the Heidrick & Struggles, Inc. 401(k) Profit Sharing and Retirement
     Plan (the "401(k) Plan"). In addition, pursuant to Rule 416(c), this
     Registration Statement also covers an indeterminate amount of 401(k) Plan
     interests to be offered or sold pursuant to the 401(k) Plan described
     herein.

(2)  Pursuant to Rule 457(c), solely for the purpose of calculating the amount
     of the registration fee. The average of the high and low stock prices of
     the Registrant's common stock as reported on the Nasdaq National Market on
     March 29, 2001 as reported in THE WALL STREET JOURNAL.
<PAGE>

                               REOFFER PROSPECTUS

                    HEIDRICK & STRUGGLES INTERNATIONAL, INC.
                                  Common Stock
                                ($0.01 par value)
                              Up to 200,000 Shares

     This Prospectus relates to up to 200,000 shares of common stock, $0.01 par
value, of Heidrick & Struggles International, Inc. that were acquired or will be
acquired by the 401(k) Plan and which may be offered for resale from time to
time by the 401(k) Plan.

     We will not receive any of the proceeds from the sale of the common stock
(hereinafter, the "Securities"). We will pay all of the expenses associated with
the registration of the resale of the Securities and this Prospectus. The 401(k)
Plan will pay the other costs, if any, associated with any sale of the
Securities.

     Our common stock is quoted on the NASDAQ National Market under the symbol
"HSII." On March 29, 2001, the last reported sale price per share of our common
stock, as quoted on the NASDAQ National Market, was $28.75.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                        --------------------------------

                  The date of this Prospectus is April 2, 2001.
<PAGE>

                                     PART I

                             INTRODUCTORY STATEMENT

     Heidrick & Struggles International, Inc., a Delaware corporation, is the
world's premier executive search and leadership consulting firm. We have
established the Heidrick & Struggles, Inc. 401(k) Profit Sharing and Retirement
Plan (the "401(k) Plan") for the exclusive benefit of our eligible employees and
their beneficiaries. The purpose of the 401(k) Plan is to reward our eligible
employees for long and loyal service by providing them with retirement benefits
and to allow our eligible employees the opportunity to set aside their own funds
for retirement.

     The 401(k) Plan's Administrator, Heidrick & Struggles, Inc., has elected to
allow 401(k) Plan participants to direct a portion or all of their investment in
the 401(k) Plan to the Heidrick & Struggles International, Inc. Company Stock
Fund (the "Company Stock Fund"). The Company Stock Fund consists primarily of
our common stock which the Trustee of the Company Stock Fund will acquire on the
open market from time to time. The purpose of this registration statement is to
register with the SEC an indeterminate amount of interests in the 401(k) Plan,
as well as up to 200,000 shares of our common stock which may be sold from time
to time by the 401(k) Plan. The proceeds from the sale of these shares would be
deposited into the Company Stock Fund for the benefit of the 401(k) Plan
participant.

     The prospectus relating to the 401(k) Plan interests is not filed in this
Part I of Form S-8 in accordance with Note 1 of Part I of Form S-8.

     The reoffer prospectus for the sale of Heidrick & Struggles International,
Inc. common stock by the 401(k) Plan has been prepared pursuant to Part I of
Form S-3, in accordance with General Instruction C to Form S-8, and is included
herein.

                          ----------------------------
<PAGE>

                              AVAILABLE INFORMATION

     We have filed a registration statement on Form S-8 with the SEC under the
Securities Act of 1933. This Prospectus omits some information and exhibits
included in the registration statement, copies of which may be obtained upon
payment of a fee prescribed by the SEC or may be examined free of charge at the
principal office of the SEC in Washington, D.C.

     We are subject to the informational requirements of the Securities Exchange
Act of 1934, and in accordance therewith file reports, proxy statements and
other information with the SEC. The reports, proxy statements and other
information filed by us with the SEC can be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the SEC located at 500
West Madison Street, Room 1400, Chicago, Illinois 60606 and at the Jacob K.
Javits Federal Building, 75 Park Place, New York, New York 10278. Copies of
filings can be obtained from the Public Reference Section of the SEC at 450
Fifth Street, N.W. Washington, D.C. 20549, at prescribed rates. In addition, the
SEC maintains a website that contains reports, proxy and informational
statements and other information filed electronically with the SEC at
http://www.sec.gov.

                           INCORPORATION BY REFERENCE

     The following documents previously filed by us with the SEC are
incorporated in this registration statement by reference:

 .    Our Annual Report on Form 10-K for the year ended December 31, 2000; and

 .    Our "Description of Common Stock" reported on Form 8-A filed with the SEC
     on April 21, 1999.

     All reports and other documents that we file pursuant to Sections 13(a) and
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all such securities then remaining unsold are incorporated
by reference in this registration statement and to be a part hereof from the
date of filing of such reports and documents.

                                  RISK FACTORS

     As a stockholder of Heidrick & Struggles International, Inc., you will be
subject to all risks inherent in our business. The market value of your shares
will reflect the performance of our business relative to, among other things,
that of our competitors and general economic, market and industry conditions.
The value of your investment may increase or may decline and could result in a
loss. You should carefully consider the following factors as well as the other
information contained in this prospectus before deciding to invest in our common
stock.

We depend on attracting and retaining qualified consultants.

     Our success depends upon our ability to attract and retain consultants who
possess the skills and experience necessary to fulfill our clients' executive
search needs. Competition for qualified consultants is intense. Our ability to
attract and retain qualified consultants could be impaired by any diminution of
our reputation, decrease in compensation levels or restructuring of our
compensation system. In addition, we may not be successful in identifying and
hiring consultants with the requisite experience, skills and established client
<PAGE>

relationships. If we cannot attract and retain qualified consultants, our
business, financial condition and results of operations will suffer.

We may not be able to prevent our consultants from taking our clients with them
to another firm.

     Our success depends upon the ability of our consultants to develop and
maintain strong, long-term relationships with our clients. Usually, one or two
consultants have primary responsibility for a client relationship. When a
consultant leaves one executive search firm and joins another or leaves the
search business, clients that have established relationships with the departing
consultant may move their business to the consultant's new employer or a new
search firm. We may also lose clients if the departing consultant has widespread
name recognition or a reputation as a specialist in executing searches in a
specific industry or management function. Historically, we have not experienced
significant problems with client defection. However, if we fail to prevent our
departing consultants from moving business to his or her new employer or another
search firm, our business, financial condition and results of operations will
be adversely affected.

Our success depends on our ability to maintain our professional reputation and
brand name.

     We depend on our overall reputation and brand name recognition to secure
new engagements and hire qualified professionals. Our success also depends on
the individual reputations of our professionals. We obtain a majority of our new
engagements from existing clients or from referral by those clients. Any client
which is dissatisfied with our work can adversely affect our ability to secure
those new engagements. If any factor hurts our reputation, including poor
performance, we may experience difficulties in competing successfully for both
new engagements and qualified consultants. Failing to maintain our professional
reputation and brand name could seriously harm our business.

Our LeadersOnline business has a history of losses.

     Through our wholly owned Internet-based search subsidiary, LeadersOnline,
Inc., we target the recruitment market for mid-level executives and
professionals. Our LeadersOnline business has incurred significant losses since
it began operating in 1999. For the year ended December 31, 2000, LeadersOnline
had an operating loss of approximately $27.2 million. In addition, we expect to
devote significant resources to the future development of LeadersOnline. The
limited operating history of LeadersOnline makes the prediction of future
results of operations difficult and there can be no assurance that
LeadersOnline's operating losses will not increase in the future or that
LeadersOnline will ever achieve or sustain profitability. In addition, the
online recruiting market is new and rapidly evolving, and we do not yet know how
effective online recruiting will be compared to traditional recruiting methods.

We may lose part or all of our investments made in venture capital
opportunities.

     On June 27, 2000, we announced that we formed a strategic alliance with a
newly formed San Francisco-based company that intends to create and provide
operating support for Internet infrastructure companies. We invested $10 million
in the company during its first round of financing. In addition, on October 26,
2000, we announced that we entered into an alliance with, and invested $10
million in, a global venture capital firm that helps emerging companies expand
into international markets. These investments are risky and we may lose part or
all of our investments. In addition, there is intense competition for attractive
venture capital investments and we may not be able to accomplish our investment
strategies.

                                       2
<PAGE>

Because our clients may restrict us from recruiting their employees we may be
unable to fill existing executive search assignments.

     We frequently refrain from recruiting employees of a client when conducting
executive searches on behalf of other clients. We enter into these blocking
arrangements with clients by agreement or for marketing and client relationship
purposes. These restrictions generally remain in effect for one year following
the commencement of an engagement. However, the specific duration and scope of
the blocking arrangements depend on the following factors:

 .    the length of the client relationship

 .    the frequency with which the client engages us to perform searches

 .    the number of assignments we have performed for the client

 .    the potential for future business with the client

     Some of our clients are industry leaders that employ a large number of
executives who are potential candidates for other companies in that client's
industry. If the clients' competitors discover that we are restricted from
recruiting the employees of our clients, these competitors may not engage us to
perform their executive searches. In addition, as our client base grows, we may
be unable to fulfill existing search assignments if this restriction prohibits
us from recruiting from our other clients. If we are overly restricted by these
blocking arrangements, our business, financial condition and results of
operations will suffer.

We face aggressive competition.

     The global executive search industry is extremely competitive and highly
fragmented. We compete with other large global executive search firms and with
smaller specialty firms. Specialty firms can focus on regional or functional
markets or on particular industries. Some of our competitors possess greater
resources, greater name recognition and longer operating histories than we do in
particular markets. Our competitors can use these advantages to obtain future
clients and attract qualified professionals in those markets. There are limited
barriers to entry into the search industry and new search firms continue to
enter the market. Many executive search firms that have a smaller client base
may be subject to fewer blocking arrangements than we. We may not be able to
continue to compete effectively with existing or potential competitors. In
addition, our significant clients or prospective clients may decide to perform
executive searches using in-house personnel.

We may have difficulty implementing our acquisition strategy.

     Our ability to grow and remain competitive depends on our ability to
acquire other executive search firms. Although we continually evaluate possible
acquisitions, we may not succeed in identifying and completing these strategic
acquisitions. In addition, an acquired business may not achieve desired levels
of revenue, profitability or productivity. If any acquired firm performs poorly,
we could be adversely affected because of client dissatisfaction. In addition,
these acquisitions may involve the following risks:

 .    diversion of management's attention

 .    difficulties in the integration of operations

                                       3
<PAGE>

 .    difficulties in retaining personnel

 .    increased conflict of interest among clients

 .    adverse tax and accounting impacts

We may finance future acquisitions with common stock, debt or cash. Our ability
to finance acquisitions using common stock is dependent upon the market price of
our common stock. We may be unable to accomplish desirable acquisitions because
of a drop in the market price of our common stock.

Our success depends on our ability to achieve and manage growth.

     We have experienced and may continue to experience significant growth in
our operations and employee base. This growth places significant strains on our
administrative, operational and financial resources and may not generate
proportionate revenue growth. If we are successful in expanding our business, we
must recruit and hire additional consultants and administrative personnel. Our
growth will diminish if we fail to attract and retain additional personnel. In
addition, we make large initial investments to recruit new consultants. Our
average revenue per consultant and overall profitability may suffer in the short
term from new hires. If we need to open offices in new geographic locations, we
will incur substantial start-up and maintenance costs. To manage our growth
successfully, we must continue to improve and upgrade our financial, accounting
and information systems, control our expenses and efficiently collect our
outstanding receivables. Failure to upgrade our systems, control our expenses or
efficiently collect our receivables, could materially adversely affect our
business.

We rely heavily on information management systems.

     Our success depends upon our ability to store, retrieve, process and manage
substantial amounts of information. To achieve our goals, we must continue to
improve and upgrade our information management systems. We may be unable to
license, design and implement, in a cost-effective manner, improved information
systems that allow us to compete effectively. If we experience any interruptions
or loss in our information processing capabilities, our business, financial
condition and results of operations will suffer.

We face the risk of liability in performing executive searches.

     We are exposed to potential claims with respect to the executive search
process. A client could assert a claim for violations of blocking arrangements,
breaches of confidentiality agreements or malpractice. In addition, a candidate
could assert an action against us. Possible claims include failure to maintain
the confidentiality of the candidate's employment search or for discrimination
or other violations of the employment laws. We maintain professional liability
insurance in amounts and coverages as we believe are adequate. However, we
cannot guarantee that our insurance will cover all claims and that the coverage
will be available at reasonable rates.

Our employee stockholders currently have voting control of our company and, as a
result, certain decisions may be made by them that may be detrimental to your
interests.

                                       4
<PAGE>

     Our employee stockholders are currently the beneficial owners of a majority
of our common stock. These employee stockholders have sufficient voting power to
control the outcome of certain matters submitted to the stockholders for a vote
and may approve or disapprove actions which could be in your best interest.

Our multinational operations may be adversely affected by social, political and
economic risks.

     We generated approximately 39% of our revenues outside the United States
and 61% of our revenues inside the United States for the year ended December 31,
2000. We offer our services in 37 countries from 79 locations around the world.
In foreign operations, we are exposed to the risk of changes in social,
political and economic conditions. In particular, we conduct business in
countries where the legal systems and trade practices are evolving. Commercial
laws in these foreign countries are often vague, arbitrary and inconsistently
applied. Under these circumstances, it is difficult for us to determine at all
times the exact requirements of such local laws. If we fail to comply with local
laws, our business, financial condition and results of operations will suffer.
In addition, the global nature of our operations poses challenges to our
management, financial systems and accounting systems. Failure to meet these
challenges could seriously harm our business. Additionally, because a majority
of our revenues are generated from operations in the United States, our
business, financial condition and results of operations may be adversely
affected by a material downturn in the U.S. economy.

We have antitakeover provisions that make an acquisition of us more difficult
and expensive.

     Antitakeover provisions in our Certificate of Incorporation, our Bylaws and
the Delaware laws make the acquisition of us in a transaction not approved by
our board of directors more difficult or expensive. Some of the provisions in
our Certificate of Incorporation and Bylaws include:

 .    a classified board of directors

 .    limitations on the removal of directors

 .    limitations of stockholder actions

 .    advance notification procedures for director nominations and actions to be
     taken at stockholder meetings

 .    the authorization to issue one or more series of preferred stock with
     specific voting rights and other powers

These provisions could discourage an acquisition attempt or other transaction in
which stockholders receive a premium over the current market price for the
common stock.

We do not anticipate paying dividends.

     We intend to retain all of our earnings for the future operation and
expansion of our business. We do not anticipate paying cash dividends on our
common stock at any time in the foreseeable future.

                                       5
<PAGE>

Shares eligible for future sale may adversely affect our stock price.

     In our initial public offering, all of our then-current employees agreed
for a period of two years from April 27, 1999, not to offer, sell, or dispose of
any of their shares without the prior written consent of our underwriter, Lehman
Brothers Inc., except for shares and options issued under our employee incentive
plans or shares acquired in the open market. When these shares become available
for sale on the public market on or after April 30, 2001, the dispositions or
the perception of the disposition of these shares could adversely affect the
market price of our common stock and could impair our ability to raise
additional capital through the sale of equity securities.

Our multinational operations may be adversely affected by the European Monetary
Union.

     Starting January 1, 1999, eleven European countries entered into the
European Monetary Union and introduced the Euro as a common currency. During a
three-year transition period, the national currencies will continue to
circulate, but their relative values will be fixed denominations of the Euro.

     We recognize that there are risks and uncertainties associated with the
conversion to the Euro. These risks and uncertainties include:

 .    an increasingly competitive European environment resulting from greater
     transparency of pricing

 .    inability to update financial reporting systems on a timely basis

     We have upgraded our systems to enable us to process transactions
denominated in Euro. Failure to adapt information technology systems could have
an adverse effect on our financial condition and results of operations. We also
are dependent on many third parties, including banks and providers of
information. If any of these systems are not appropriately upgraded to manage
transactions denominated in Euro, our operations will suffer.

                               SELLING SHAREHOLDER

     From time to time, the 401(k) Plan may sell a portion or all of the
Securities registered by this Prospectus.

                                 USE OF PROCEEDS

     We will not receive any of the proceeds from the sale of the Securities
offered hereby.

                              PLAN OF DISTRIBUTION

     We are registering the Securities on behalf of the 401(k) Plan. All costs,
expenses and fees in connection with the registration of the Securities offered
hereby will be borne by us. Brokerage commissions and similar selling expenses,
if any, attributable to the sale of Securities will be borne by the 401(k) Plan.

     The decision of the 401(k) Plan to sell any Securities will be at the
direction of the eligible participants of the 401(k) Plan, subject generally to
the 401(k) Plan's policies affecting the timing and manner of sale of

                                       6
<PAGE>

common stock by our affiliates. There can be no assurance that any shares will
be sold by the 401(k) Plan.

     The 401(k) Plan is free to offer and sell the Securities from time to time
in one or more transactions at the prevailing market rate at the time of the
sale. The administrators of the 401(k) Plan have advised us that sales of
Securities may be effected from time to time on the NASDAQ National Market at
market prices prevailing at the time of the sale.

     The 401(k) Plan may effect transactions by selling Securities to or through
broker-dealers, which may act as agents or principals. These broker-dealers may
receive compensation in the form of discounts, concessions, or commissions from
the 401(k) Plan.

     The 401(k) Plan and any broker-dealers that act in connection with the sale
of Securities might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, and any commissions received by the broker-dealers
and any profit on the resale of the Securities sold by them while acting as
principals might be deemed to be underwriting discounts or commissions under the
Securities Act.

     Because the 401(k) Plan may be deemed to be an "underwriter" within the
meaning of Section 2(11) of the Securities Act, the 401(k) Plan will be subject
to the prospectus delivery requirements of the Securities Act.

     The 401(k) Plan also may resell a portion or all of the Securities in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
it meets the criteria and conforms to the requirements of Rule 144.

     Upon being notified by the 401(k) Plan of any substantive change(s) in the
plan of distribution we will file a supplemental prospectus under Rule 424(c) of
the Securities Act, setting forth the updated information.

                                  LEGAL MATTERS

     No dealer, sales representative or any other person has been authorized to
give any information or to make any representation not contained in this
Prospectus in connection with this offering other than those contained in this
Prospectus, and if given or made, such information or representation must not be
relied upon as having been authorized by us or the 401(k) Plan. This Prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy,
common stock by anyone in any jurisdiction in which the person making the offer
or solicitation is not qualified to do so, or to any person to whom it is
unlawful to make such an offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that the information contained in this Prospectus is correct as of
any time after this Prospectus.

                                     PART II

Item 3. Incorporation of Documents by Reference.

     The following documents are incorporated herein by reference:

 .    Our Annual Report on Form 10-K for the year ended December 31, 2000; and

                                       7
<PAGE>

 .    Our "Description of Common Stock" reported on Form 8-A filed with the SEC
     on April 21, 1999.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents. Any Statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a Statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such Statement. Any such Statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") authorizes the Registrant to indemnify its officers and
directors, under certain circumstances and subject to certain conditions and
limitations as stated therein, against all expenses and liabilities incurred by
or imposed upon them as a result of actions, suits and proceedings, civil or
criminal, brought against them as such officers and directors if they acted in
good faith and in a manner they reasonably believed to be in or not opposed to
the best interest of the Registrant and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.

     The Registrant's Amended and Restated Bylaws provide for indemnification of
officers and directors of the Registrant to the fullest extent authorized by
Section 145 of the Delaware law. The Amended and Restated Bylaws authorize the
Registrant to purchase and maintain insurance on behalf of any officer,
director, employee, trustee or agent of the Registrant or its subsidiaries
against any liability asserted against or incurred by them in such capacity or
arising out of their status as such, whether or not the Registrant would have
the power to indemnify such officer, director, employee, trustee or agent
against such liability under the provisions of the Bylaws or Delaware law.

     The Registrant maintains a directors' and officers' insurance policy which
insures the officers and directors of the Registrant from any claim arising out
of an alleged wrongful act by such person in their respective capacities as
officers and directors of the Registrant. Section 102(b)(7) of the Delaware Law
permits corporations to eliminate or limit the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of a
fiduciary duty of care as a director. The Registrant's Amended and Restated
Certificate of Incorporation limits a director's liability in accordance with
Section 102(b)(7) of Delaware Law.

                                       8
<PAGE>

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.         Document
- -----------         --------
1 - 3               Not applicable.

4.01                Form of Amended and Restated Certificate of Incorporation of
                    the Registrant (Incorporated by reference to Exhibit 3.02 of
                    the Registrant's Registration Statement on Form S-4 (File
                    No. 333-61023)).

4.02                Form of Amended and Restated Bylaws of the Registrant
                    (Incorporated by reference to Exhibit 3.03 of the
                    Registrant's Registration Statement on Form S-4 (File No.
                    333-61023)).

6 - 22              Not applicable.

23.01               Consent of Arthur Andersen LLP.*

24.01               Power of Attorney (included on signature page).*

25 - 99             Not applicable.

* denotes that the Exhibits are filed herein.

Item 9. Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement; and

          (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the Registrant pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          this Registration Statement.

                                       9
<PAGE>

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new Registration Statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     the Registration Statement shall be deemed to be a new Registration
     Statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer of
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       10
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on this Registration Statement on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, there unto duly authorized in the City of Chicago, State of
Illinois, on April 2, 2001.



                       HEIDRICK & STRUGGLES INTERNATIONAL, INC.

                       By: /s/ Donald M. Kilinski
                       ---------------------------------------------------------
                       Donald M. Kilinski, Chief Financial Officer and Treasurer

                                       11
<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Donald M. Kilinski and Stephanie W. Abramson, and
each of them, his/her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him/her and in his/her name, place
and stead, in any and all capacities, to sign any and all future amendments to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and things and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his/her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.


/s/ Patrick S. Pittard                                             April 2, 2001
- -----------------------------------------------------------------
Patrick S. Pittard, President, Chief Executive Officer and Director

/s/ David C. Anderson                                              April 2, 2001
- -----------------------------------------------------------------
David C. Anderson, Director

/s/ Thomas J. Friel                                                April 2, 2001
- -----------------------------------------------------------------
Thomas J. Friel, Director

/s/ Bengt Lejsved                                                  April 2, 2001
- -----------------------------------------------------------------
Bengt Lejsved, Director

/s/ Dr. Jurgen B. Mulder                                           April 2, 2001
- -----------------------------------------------------------------
Dr. Jurgen B. Mulder, Director

/s/ Carlene M. Ziegler                                             April 2, 2001
- -----------------------------------------------------------------
Carlene M. Ziegler, Director

/s/ Robert Louis-Dreyfus                                           April 2, 2001
- -----------------------------------------------------------------
Robert Louis-Dreyfus, Director

/s/ Robert E. Knowling, Jr.                                        April 2, 2001
- -----------------------------------------------------------------
Robert E. Knowling, Jr., Director

                                       12
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the persons who
administer the Heidrick & Struggles, Inc. 401(k) Profit Sharing and Retirement
Plan have duly caused this registration statement to be signed on their behalf
by the undersigned, thereunto duly authorized in the City of Chicago, State of
Illinois, on April 2, 2001.

                                        HEIDRICK & STRUGGLES, INC. 401(k) PROFIT
                                        SHARING AND RETIREMENT PLAN



                                        /s/ Richard D. Nelson
                                        ----------------------------------------
                                        Richard D. Nelson, authorized signatory

                                       13
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{"company-data": {"conformed-name": "HEIDRICK & STRUGGLES INTERNATIONAL INC", "cik": "0001066605", "assigned-sic": "7200", "irs-number": "362681268", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-58118", "film-number": "1591020"}, "business-address": {"street1": "C/O HEIDRICK & STRUGGLES INC", "street2": "233 S WACKER DR STE 4200", "city": "CHICAGO", "state": "IL", "zip": "60606-6303", "phone": "3124961200"}}
As filed with the Securities and Exchange Commission on April 2, 2001
                                                          Registration No. 333 -
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                    HEIDRICK & STRUGGLES INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

              DELAWARE                                    36-2681268
     (State or jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                    Identification No.)

                       233 SOUTH WACKER DRIVE, SUITE 4200
                          CHICAGO, ILLINOIS 60606-6303
               (Address of principal executive offices) (Zip code)

                           HEIDRICK & STRUGGLES, INC.
                    401(k) PROFIT SHARING AND RETIREMENT PLAN
                            (Full title of the plan)

                              STEPHANIE W. ABRAMSON
                    HEIDRICK & STRUGGLES INTERNATIONAL, INC.
                           245 PARK AVENUE, SUITE 4300
                            NEW YORK, NEW YORK 10167
                     (Name and address of agent for service)

                                 (212) 867-9876
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
- ---------------------------- ----------------- ---------------------------- ---------------------------- --------------------------
Title of Securities to be    Amount to be      Proposed maximum offering    Proposed maximum aggregate   Amount of registration
registered                   registered (1)    price per share(2)           offering price               fee
- ---------------------------- ----------------- ---------------------------- ---------------------------- --------------------------
Common Stock,             200,000                 $28.50                     $5,700,000                    $1,425
      $0.01 par value
- ---------------------------- ----------------- ---------------------------- ---------------------------- --------------------------
(1)  This amount represents up to 200,000 shares which may be sold from time to
     time by the Heidrick & Struggles, Inc. 401(k) Profit Sharing and Retirement
     Plan (the "401(k) Plan"). In addition, pursuant to Rule 416(c), this
     Registration Statement also covers an indeterminate amount of 401(k) Plan
     interests to be offered or sold pursuant to the 401(k) Plan described
     herein.

(2)  Pursuant to Rule 457(c), solely for the purpose of calculating the amount
     of the registration fee. The average of the high and low stock prices of
     the Registrant's common stock as reported on the Nasdaq National Market on
     March 29, 2001 as reported in THE WALL STREET JOURNAL.
REOFFER PROSPECTUS

                    HEIDRICK & STRUGGLES INTERNATIONAL, INC.
                                  Common Stock
                                ($0.01 par value)
                              Up to 200,000 Shares

     This Prospectus relates to up to 200,000 shares of common stock, $0.01 par
value, of Heidrick & Struggles International, Inc. that were acquired or will be
acquired by the 401(k) Plan and which may be offered for resale from time to
time by the 401(k) Plan.

     We will not receive any of the proceeds from the sale of the common stock
(hereinafter, the "Securities"). We will pay all of the expenses associated with
the registration of the resale of the Securities and this Prospectus. The 401(k)
Plan will pay the other costs, if any, associated with any sale of the
Securities.

     Our common stock is quoted on the NASDAQ National Market under the symbol
"HSII." On March 29, 2001, the last reported sale price per share of our common
stock, as quoted on the NASDAQ National Market, was $28.75.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                        --------------------------------

                  The date of this Prospectus is April 2, 2001.
PART I

                             INTRODUCTORY STATEMENT

     Heidrick & Struggles International, Inc., a Delaware corporation, is the
world's premier executive search and leadership consulting firm. We have
established the Heidrick & Struggles, Inc. 401(k) Profit Sharing and Retirement
Plan (the "401(k) Plan") for the exclusive benefit of our eligible employees and
their beneficiaries. The purpose of the 401(k) Plan is to reward our eligible
employees for long and loyal service by providing them with retirement benefits
and to allow our eligible employees the opportunity to set aside their own funds
for retirement.

     The 401(k) Plan's Administrator, Heidrick & Struggles, Inc., has elected to
allow 401(k) Plan participants to direct a portion or all of their investment in
the 401(k) Plan to the Heidrick & Struggles International, Inc. Company Stock
Fund (the "Company Stock Fund"). The Company Stock Fund consists primarily of
our common stock which the Trustee of the Company Stock Fund will acquire on the
open market from time to time. The purpose of this registration statement is to
register with the SEC an indeterminate amount of interests in the 401(k) Plan,
as well as up to 200,000 shares of our common stock which may be sold from time
to time by the 401(k) Plan. The proceeds from the sale of these shares would be
deposited into the Company Stock Fund for the benefit of the 401(k) Plan
participant.

     The prospectus relating to the 401(k) Plan interests is not filed in this
Part I of Form S-8 in accordance with Note 1 of Part I of Form S-8.

     The reoffer prospectus for the sale of Heidrick & Struggles International,
Inc. common stock by the 401(k) Plan has been prepared pursuant to Part I of
Form S-3, in accordance with General Instruction C to Form S-8, and is included
herein.

                          ----------------------------
AVAILABLE INFORMATION

     We have filed a registration statement on Form S-8 with the SEC under the
Securities Act of 1933. This Prospectus omits some information and exhibits
included in the registration statement, copies of which may be obtained upon
payment of a fee prescribed by the SEC or may be examined free of charge at the
principal office of the SEC in Washington, D.C.

     We are subject to the informational requirements of the Securities Exchange
Act of 1934, and in accordance therewith file reports, proxy statements and
other information with the SEC. The reports, proxy statements and other
information filed by us with the SEC can be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the SEC located at 500
West Madison Street, Room 1400, Chicago, Illinois 60606 and at the Jacob K.
Javits Federal Building, 75 Park Place, New York, New York 10278. Copies of
filings can be obtained from the Public Reference Section of the SEC at 450
Fifth Street, N.W. Washington, D.C. 20549, at prescribed rates. In addition, the
SEC maintains a website that contains reports, proxy and informational
statements and other information filed electronically with the SEC at
http://www.sec.gov.

                           INCORPORATION BY REFERENCE

     The following documents previously filed by us with the SEC are
incorporated in this registration statement by reference:

 .    Our Annual Report on Form 10-K for the year ended December 31, 2000; and

 .    Our "Description of Common Stock" reported on Form 8-A filed with the SEC
     on April 21, 1999.

     All reports and other documents that we file pursuant to Sections 13(a) and
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all such securities then remaining unsold are incorporated
by reference in this registration statement and to be a part hereof from the
date of filing of such reports and documents.

                                  RISK FACTORS

     As a stockholder of Heidrick & Struggles International, Inc., you will be
subject to all risks inherent in our business. The market value of your shares
will reflect the performance of our business relative to, among other things,
that of our competitors and general economic, market and industry conditions.
The value of your investment may increase or may decline and could result in a
loss. You should carefully consider the following factors as well as the other
information contained in this prospectus before deciding to invest in our common
stock.

We depend on attracting and retaining qualified consultants.

     Our success depends upon our ability to attract and retain consultants who
possess the skills and experience necessary to fulfill our clients' executive
search needs. Competition for qualified consultants is intense. Our ability to
attract and retain qualified consultants could be impaired by any diminution of
our reputation, decrease in compensation levels or restructuring of our
compensation system. In addition, we may not be successful in identifying and
hiring consultants with the requisite experience, skills and established client
relationships. If we cannot attract and retain qualified consultants, our
business, financial condition and results of operations will suffer.

We may not be able to prevent our consultants from taking our clients with them
to another firm.

     Our success depends upon the ability of our consultants to develop and
maintain strong, long-term relationships with our clients. Usually, one or two
consultants have primary responsibility for a client relationship. When a
consultant leaves one executive search firm and joins another or leaves the
search business, clients that have established relationships with the departing
consultant may move their business to the consultant's new employer or a new
search firm. We may also lose clients if the departing consultant has widespread
name recognition or a reputation as a specialist in executing searches in a
specific industry or management function. Historically, we have not experienced
significant problems with client defection. However, if we fail to prevent our
departing consultants from moving business to his or her new employer or another
search firm, our business, financial condition and results of operations will
be adversely affected.

Our success depends on our ability to maintain our professional reputation and
brand name.

     We depend on our overall reputation and brand name recognition to secure
new engagements and hire qualified professionals. Our success also depends on
the individual reputations of our professionals. We obtain a majority of our new
engagements from existing clients or from referral by those clients. Any client
which is dissatisfied with our work can adversely affect our ability to secure
those new engagements. If any factor hurts our reputation, including poor
performance, we may experience difficulties in competing successfully for both
new engagements and qualified consultants. Failing to maintain our professional
reputation and brand name could seriously harm our business.

Our LeadersOnline business has a history of losses.

     Through our wholly owned Internet-based search subsidiary, LeadersOnline,
Inc., we target the recruitment market for mid-level executives and
professionals. Our LeadersOnline business has incurred significant losses since
it began operating in 1999. For the year ended December 31, 2000, LeadersOnline
had an operating loss of approximately $27.2 million. In addition, we expect to
devote significant resources to the future development of LeadersOnline. The
limited operating history of LeadersOnline makes the prediction of future
results of operations difficult and there can be no assurance that
LeadersOnline's operating losses will not increase in the future or that
LeadersOnline will ever achieve or sustain profitability. In addition, the
online recruiting market is new and rapidly evolving, and we do not yet know how
effective online recruiting will be compared to traditional recruiting methods.

We may lose part or all of our investments made in venture capital
opportunities.

     On June 27, 2000, we announced that we formed a strategic alliance with a
newly formed San Francisco-based company that intends to create and provide
operating support for Internet infrastructure companies. We invested $10 million
in the company during its first round of financing. In addition, on October 26,
2000, we announced that we entered into an alliance with, and invested $10
million in, a global venture capital firm that helps emerging companies expand
into international markets. These investments are risky and we may lose part or
all of our investments. In addition, there is intense competition for attractive
venture capital investments and we may not be able to accomplish our investment
strategies.

                                       2
Because our clients may restrict us from recruiting their employees we may be
unable to fill existing executive search assignments.

     We frequently refrain from recruiting employees of a client when conducting
executive searches on behalf of other clients. We enter into these blocking
arrangements with clients by agreement or for marketing and client relationship
purposes. These restrictions generally remain in effect for one year following
the commencement of an engagement. However, the specific duration and scope of
the blocking arrangements depend on the following factors:

 .    the length of the client relationship

 .    the frequency with which the client engages us to perform searches

 .    the number of assignments we have performed for the client

 .    the potential for future business with the client

     Some of our clients are industry leaders that employ a large number of
executives who are potential candidates for other companies in that client's
industry. If the clients' competitors discover that we are restricted from
recruiting the employees of our clients, these competitors may not engage us to
perform their executive searches. In addition, as our client base grows, we may
be unable to fulfill existing search assignments if this restriction prohibits
us from recruiting from our other clients. If we are overly restricted by these
blocking arrangements, our business, financial condition and results of
operations will suffer.

We face aggressive competition.

     The global executive search industry is extremely competitive and highly
fragmented. We compete with other large global executive search firms and with
smaller specialty firms. Specialty firms can focus on regional or functional
markets or on particular industries. Some of our competitors possess greater
resources, greater name recognition and longer operating histories than we do in
particular markets. Our competitors can use these advantages to obtain future
clients and attract qualified professionals in those markets. There are limited
barriers to entry into the search industry and new search firms continue to
enter the market. Many executive search firms that have a smaller client base
may be subject to fewer blocking arrangements than we. We may not be able to
continue to compete effectively with existing or potential competitors. In
addition, our significant clients or prospective clients may decide to perform
executive searches using in-house personnel.

We may have difficulty implementing our acquisition strategy.

     Our ability to grow and remain competitive depends on our ability to
acquire other executive search firms. Although we continually evaluate possible
acquisitions, we may not succeed in identifying and completing these strategic
acquisitions. In addition, an acquired business may not achieve desired levels
of revenue, profitability or productivity. If any acquired firm performs poorly,
we could be adversely affected because of client dissatisfaction. In addition,
these acquisitions may involve the following risks:

 .    diversion of management's attention

 .    difficulties in the integration of operations

                                       3
.    difficulties in retaining personnel

 .    increased conflict of interest among clients

 .    adverse tax and accounting impacts

We may finance future acquisitions with common stock, debt or cash. Our ability
to finance acquisitions using common stock is dependent upon the market price of
our common stock. We may be unable to accomplish desirable acquisitions because
of a drop in the market price of our common stock.

Our success depends on our ability to achieve and manage growth.

     We have experienced and may continue to experience significant growth in
our operations and employee base. This growth places significant strains on our
administrative, operational and financial resources and may not generate
proportionate revenue growth. If we are successful in expanding our business, we
must recruit and hire additional consultants and administrative personnel. Our
growth will diminish if we fail to attract and retain additional personnel. In
addition, we make large initial investments to recruit new consultants. Our
average revenue per consultant and overall profitability may suffer in the short
term from new hires. If we need to open offices in new geographic locations, we
will incur substantial start-up and maintenance costs. To manage our growth
successfully, we must continue to improve and upgrade our financial, accounting
and information systems, control our expenses and efficiently collect our
outstanding receivables. Failure to upgrade our systems, control our expenses or
efficiently collect our receivables, could materially adversely affect our
business.

We rely heavily on information management systems.

     Our success depends upon our ability to store, retrieve, process and manage
substantial amounts of information. To achieve our goals, we must continue to
improve and upgrade our information management systems. We may be unable to
license, design and implement, in a cost-effective manner, improved information
systems that allow us to compete effectively. If we experience any interruptions
or loss in our information processing capabilities, our business, financial
condition and results of operations will suffer.

We face the risk of liability in performing executive searches.

     We are exposed to potential claims with respect to the executive search
process. A client could assert a claim for violations of blocking arrangements,
breaches of confidentiality agreements or malpractice. In addition, a candidate
could assert an action against us. Possible claims include failure to maintain
the confidentiality of the candidate's employment search or for discrimination
or other violations of the employment laws. We maintain professional liability
insurance in amounts and coverages as we believe are adequate. However, we
cannot guarantee that our insurance will cover all claims and that the coverage
will be available at reasonable rates.

Our employee stockholders currently have voting control of our company and, as a
result, certain decisions may be made by them that may be detrimental to your
interests.

                                       4
Our employee stockholders are currently the beneficial owners of a majority
of our common stock. These employee stockholders have sufficient voting power to
control the outcome of certain matters submitted to the stockholders for a vote
and may approve or disapprove actions which could be in your best interest.

Our multinational operations may be adversely affected by social, political and
economic risks.

     We generated approximately 39% of our revenues outside the United States
and 61% of our revenues inside the United States for the year ended December 31,
2000. We offer our services in 37 countries from 79 locations around the world.
In foreign operations, we are exposed to the risk of changes in social,
political and economic conditions. In particular, we conduct business in
countries where the legal systems and trade practices are evolving. Commercial
laws in these foreign countries are often vague, arbitrary and inconsistently
applied. Under these circumstances, it is difficult for us to determine at all
times the exact requirements of such local laws. If we fail to comply with local
laws, our business, financial condition and results of operations will suffer.
In addition, the global nature of our operations poses challenges to our
management, financial systems and accounting systems. Failure to meet these
challenges could seriously harm our business. Additionally, because a majority
of our revenues are generated from operations in the United States, our
business, financial condition and results of operations may be adversely
affected by a material downturn in the U.S. economy.

We have antitakeover provisions that make an acquisition of us more difficult
and expensive.

     Antitakeover provisions in our Certificate of Incorporation, our Bylaws and
the Delaware laws make the acquisition of us in a transaction not approved by
our board of directors more difficult or expensive. Some of the provisions in
our Certificate of Incorporation and Bylaws include:

 .    a classified board of directors

 .    limitations on the removal of directors

 .    limitations of stockholder actions

 .    advance notification procedures for director nominations and actions to be
     taken at stockholder meetings

 .    the authorization to issue one or more series of preferred stock with
     specific voting rights and other powers

These provisions could discourage an acquisition attempt or other transaction in
which stockholders receive a premium over the current market price for the
common stock.

We do not anticipate paying dividends.

     We intend to retain all of our earnings for the future operation and
expansion of our business. We do not anticipate paying cash dividends on our
common stock at any time in the foreseeable future.

                                       5
Shares eligible for future sale may adversely affect our stock price.

     In our initial public offering, all of our then-current employees agreed
for a period of two years from April 27, 1999, not to offer, sell, or dispose of
any of their shares without the prior written consent of our underwriter, Lehman
Brothers Inc., except for shares and options issued under our employee incentive
plans or shares acquired in the open market. When these shares become available
for sale on the public market on or after April 30, 2001, the dispositions or
the perception of the disposition of these shares could adversely affect the
market price of our common stock and could impair our ability to raise
additional capital through the sale of equity securities.

Our multinational operations may be adversely affected by the European Monetary
Union.

     Starting January 1, 1999, eleven European countries entered into the
European Monetary Union and introduced the Euro as a common currency. During a
three-year transition period, the national currencies will continue to
circulate, but their relative values will be fixed denominations of the Euro.

     We recognize that there are risks and uncertainties associated with the
conversion to the Euro. These risks and uncertainties include:

 .    an increasingly competitive European environment resulting from greater
     transparency of pricing

 .    inability to update financial reporting systems on a timely basis

     We have upgraded our systems to enable us to process transactions
denominated in Euro. Failure to adapt information technology systems could have
an adverse effect on our financial condition and results of operations. We also
are dependent on many third parties, including banks and providers of
information. If any of these systems are not appropriately upgraded to manage
transactions denominated in Euro, our operations will suffer.

                               SELLING SHAREHOLDER

     From time to time, the 401(k) Plan may sell a portion or all of the
Securities registered by this Prospectus.

                                 USE OF PROCEEDS

     We will not receive any of the proceeds from the sale of the Securities
offered hereby.

                              PLAN OF DISTRIBUTION

     We are registering the Securities on behalf of the 401(k) Plan. All costs,
expenses and fees in connection with the registration of the Securities offered
hereby will be borne by us. Brokerage commissions and similar selling expenses,
if any, attributable to the sale of Securities will be borne by the 401(k) Plan.

     The decision of the 401(k) Plan to sell any Securities will be at the
direction of the eligible participants of the 401(k) Plan, subject generally to
the 401(k) Plan's policies affecting the timing and manner of sale of

                                       6
common stock by our affiliates. There can be no assurance that any shares will
be sold by the 401(k) Plan.

     The 401(k) Plan is free to offer and sell the Securities from time to time
in one or more transactions at the prevailing market rate at the time of the
sale. The administrators of the 401(k) Plan have advised us that sales of
Securities may be effected from time to time on the NASDAQ National Market at
market prices prevailing at the time of the sale.

     The 401(k) Plan may effect transactions by selling Securities to or through
broker-dealers, which may act as agents or principals. These broker-dealers may
receive compensation in the form of discounts, concessions, or commissions from
the 401(k) Plan.

     The 401(k) Plan and any broker-dealers that act in connection with the sale
of Securities might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, and any commissions received by the broker-dealers
and any profit on the resale of the Securities sold by them while acting as
principals might be deemed to be underwriting discounts or commissions under the
Securities Act.

     Because the 401(k) Plan may be deemed to be an "underwriter" within the
meaning of Section 2(11) of the Securities Act, the 401(k) Plan will be subject
to the prospectus delivery requirements of the Securities Act.

     The 401(k) Plan also may resell a portion or all of the Securities in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
it meets the criteria and conforms to the requirements of Rule 144.

     Upon being notified by the 401(k) Plan of any substantive change(s) in the
plan of distribution we will file a supplemental prospectus under Rule 424(c) of
the Securities Act, setting forth the updated information.

                                  LEGAL MATTERS

     No dealer, sales representative or any other person has been authorized to
give any information or to make any representation not contained in this
Prospectus in connection with this offering other than those contained in this
Prospectus, and if given or made, such information or representation must not be
relied upon as having been authorized by us or the 401(k) Plan. This Prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy,
common stock by anyone in any jurisdiction in which the person making the offer
or solicitation is not qualified to do so, or to any person to whom it is
unlawful to make such an offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that the information contained in this Prospectus is correct as of
any time after this Prospectus.

                                     PART II

Item 3. Incorporation of Documents by Reference.

     The following documents are incorporated herein by reference:

 .    Our Annual Report on Form 10-K for the year ended December 31, 2000; and

                                       7
.    Our "Description of Common Stock" reported on Form 8-A filed with the SEC
     on April 21, 1999.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents. Any Statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a Statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such Statement. Any such Statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") authorizes the Registrant to indemnify its officers and
directors, under certain circumstances and subject to certain conditions and
limitations as stated therein, against all expenses and liabilities incurred by
or imposed upon them as a result of actions, suits and proceedings, civil or
criminal, brought against them as such officers and directors if they acted in
good faith and in a manner they reasonably believed to be in or not opposed to
the best interest of the Registrant and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.

     The Registrant's Amended and Restated Bylaws provide for indemnification of
officers and directors of the Registrant to the fullest extent authorized by
Section 145 of the Delaware law. The Amended and Restated Bylaws authorize the
Registrant to purchase and maintain insurance on behalf of any officer,
director, employee, trustee or agent of the Registrant or its subsidiaries
against any liability asserted against or incurred by them in such capacity or
arising out of their status as such, whether or not the Registrant would have
the power to indemnify such officer, director, employee, trustee or agent
against such liability under the provisions of the Bylaws or Delaware law.

     The Registrant maintains a directors' and officers' insurance policy which
insures the officers and directors of the Registrant from any claim arising out
of an alleged wrongful act by such person in their respective capacities as
officers and directors of the Registrant. Section 102(b)(7) of the Delaware Law
permits corporations to eliminate or limit the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of a
fiduciary duty of care as a director. The Registrant's Amended and Restated
Certificate of Incorporation limits a director's liability in accordance with
Section 102(b)(7) of Delaware Law.

                                       8
Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.         Document
- -----------         --------
1 - 3               Not applicable.

4.01                Form of Amended and Restated Certificate of Incorporation of
                    the Registrant (Incorporated by reference to Exhibit 3.02 of
                    the Registrant's Registration Statement on Form S-4 (File
                    No. 333-61023)).

4.02                Form of Amended and Restated Bylaws of the Registrant
                    (Incorporated by reference to Exhibit 3.03 of the
                    Registrant's Registration Statement on Form S-4 (File No.
                    333-61023)).

6 - 22              Not applicable.

23.01               Consent of Arthur Andersen LLP.*

24.01               Power of Attorney (included on signature page).*

25 - 99             Not applicable.

* denotes that the Exhibits are filed herein.

Item 9. Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement; and

          (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the Registrant pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          this Registration Statement.

                                       9
(2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new Registration Statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     the Registration Statement shall be deemed to be a new Registration
     Statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer of
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       10
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on this Registration Statement on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, there unto duly authorized in the City of Chicago, State of
Illinois, on April 2, 2001.

                       HEIDRICK & STRUGGLES INTERNATIONAL, INC.

                       By: /s/ Donald M. Kilinski
                       ---------------------------------------------------------
                       Donald M. Kilinski, Chief Financial Officer and Treasurer

                                       11
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Donald M. Kilinski and Stephanie W. Abramson, and
each of them, his/her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him/her and in his/her name, place
and stead, in any and all capacities, to sign any and all future amendments to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and things and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his/her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.

/s/ Patrick S. Pittard                                             April 2, 2001
- -----------------------------------------------------------------
Patrick S. Pittard, President, Chief Executive Officer and Director

/s/ David C. Anderson                                              April 2, 2001
- -----------------------------------------------------------------
David C. Anderson, Director

/s/ Thomas J. Friel                                                April 2, 2001
- -----------------------------------------------------------------
Thomas J. Friel, Director

/s/ Bengt Lejsved                                                  April 2, 2001
- -----------------------------------------------------------------
Bengt Lejsved, Director

/s/ Dr. Jurgen B. Mulder                                           April 2, 2001
- -----------------------------------------------------------------
Dr. Jurgen B. Mulder, Director

/s/ Carlene M. Ziegler                                             April 2, 2001
- -----------------------------------------------------------------
Carlene M. Ziegler, Director

/s/ Robert Louis-Dreyfus                                           April 2, 2001
- -----------------------------------------------------------------
Robert Louis-Dreyfus, Director

/s/ Robert E. Knowling, Jr.                                        April 2, 2001
- -----------------------------------------------------------------
Robert E. Knowling, Jr., Director

                                       12
Pursuant to the requirements of the Securities Act of 1933, the persons who
administer the Heidrick & Struggles, Inc. 401(k) Profit Sharing and Retirement
Plan have duly caused this registration statement to be signed on their behalf
by the undersigned, thereunto duly authorized in the City of Chicago, State of
Illinois, on April 2, 2001.

                                        HEIDRICK & STRUGGLES, INC. 401(k) PROFIT
                                        SHARING AND RETIREMENT PLAN

                                        /s/ Richard D. Nelson
                                        ----------------------------------------
                                        Richard D. Nelson, authorized signatory

                                       13