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As filed with the Securities and Exchange Commission on June 9, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BE FREE, INC.
(Exact name of issuer as specified in its charter)
Delaware 04-3303188
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
154 Crane Meadow Road, Marlborough, MA 01752
(Address of Principal Executive Offices)
1998 STOCK INCENTIVE PLAN
(Full title of the Plan)
Gordon B. Hoffstein
President, Chief Executive Officer and Chairman of the Board of Directors
BE FREE, INC.
154 Crane Meadow Road,
Marlborough, MA 01752
(Name and address of agent for service)
(508) 480-4000
(Telephone number, including area code, of agent for service)
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<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered Registered(1) per share price fee
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<S> <C> <C> <C> <C>
Common Stock
$.01 par value 3,220,953 $11.25(2) $36,235,722(1) $9,567
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(1) Pursuant to Rule 416 of the Securities Act, this Registration Statement
shall also cover any additional shares of Common Stock which become
issuable under the Plan being registered pursuant to this Registration
Statement by reason of any stock dividend, stock split, recapitalization or
any other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(2) Estimated pursuant to Rule 457 (c) solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices of
the Common Stock on the Nasdaq National Market on June 5, 2000.
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INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement on Form S-8 filed by Be Free, Inc. (the "Company") under
Registration Number 333-90861, as amended, with respect to securities offered
pursuant to the Company's 1998 Stock Incentive Plan, as amended (the "Plan"),
are hereby incorporated be reference herein, and the opinions and consents
listed below are annexed hereto.
Exhibits
--------
Exhibit
Number Description
------ -----------
4.0 Amendment to Amended and Restated Certificate of Incorporation of
the Registrant, dated May 25, 2000
4.2 Amended and Restated By-Laws of the Registrant.*
5.0 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Ernst & Young LLP
24.0 Power of Attorney (included on the signature page of this
Registration Statement).
__________________
*Incorporated by reference to the Company's Registration Statement on Form S-1,
as amended, (File No. 333-84535) filed August 5, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Boston, Commonwealth of Massachusetts, on this 8th
day of June, 2000.
BE FREE, INC.
By: /s/ Gordon B. Hoffstein
--------------------------------------
Gordon B. Hoffstein
President, Chief Executive Officer and
Chairman of the Board of Directors
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Be Free, Inc., hereby
severally constitute Gordon B. Hoffstein and Stephen M. Joseph, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable Be
Free, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Gordon B. Hoffstein President and Chief Executive Officer, June 8, 2000
------------------------- Chairman of the Board of Directors
Gordon B. Hoffstein
/s/ Samuel P. Gerace, Jr. Executive Vice President, June 8, 2000
------------------------- Research & Technology and
Samuel P. Gerace, Jr. Director
/s/ Stephen M. Joseph Chief Financial Officer, June 8, 2000
------------------------- Secretary and Treasurer
Stephen M. Joseph (Principal Financial Officer
and Principal Accounting Officer)
/s/ Ted R. Dintersmith Director June 8, 2000
-------------------------
Ted R. Dintersmith
/s/ W. Michael Humphreys Director June 8, 2000
-------------------------
W. Michael Humphreys
/s/ Jeffrey F. Rayport Director June 8, 2000
-------------------------
Jeffrey F. Rayport
Director June 8, 2000
-------------------------
Kathleen L. Biro
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Exhibit Index
-------------
Exhibit
Number Description
------ -----------
4.0 Amendment to Amended and Restated Certificate of Incorporation of
the Registrant, dated May 25, 2000
4.1 Amended and Restated Certificate of Incorporation of the
Registrant*.
4.2 Amended and Restated By-Laws of the Registrant.*
5.0 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Ernst & Young LLP
24.0 Power of Attorney (included on the signature page of this
Registration Statement).
__________________
*Incorporated by reference to the Company's Registration Statement on Form S-1,
as amended, (File No. 333-84535) filed August 5, 1999.
