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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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HOTJOBS.COM, LTD.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
DELAWARE 7361 13-3931821
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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24 WEST 40TH STREET, 14(TH) FLOOR
NEW YORK, NEW YORK 10018
(212) 699-5300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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MR. RICHARD S. JOHNSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HOTJOBS.COM, LTD.
24 WEST 40TH STREET, 14(TH) FLOOR
NEW YORK, NEW YORK 10018
(212) 699-5300
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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Copies to:
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<S> <C>
ALEXANDER D. LYNCH, ESQ. ANDREW M. TUCKER, ESQ.
BROBECK, PHLEGER & HARRISON LLP SHAW PITTMAN
1633 BROADWAY, 47TH FLOOR 1676 INTERNATIONAL DRIVE
NEW YORK, NY 10019 MCLEAN, VA 22102
(212) 581-1600 (703) 790-7900
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-89813
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _____________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE(3)
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Common Stock, par value $0.01 per share........ 600,000 $30.00 $18,000,000 $5,004
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(1) Shares of Common Stock previously registered include 3,450,000 shares for
which the registration fee has previously been paid.
(2) The proposed maximum offering price per share is based on the proposed
offering price for the shares of the Company's Common Stock offered hereby.
(3) Calculated pursuant to Rule 457 under the Securities Act of 1933, as
amended.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-1 filed by HotJobs.Com, Ltd. with the Securities and
Exchange Commission (File No. 333-89813) pursuant to the Securities Act of 1933,
as amended, and declared effective on November 10, 1999 is incorporated by
reference into this Registration Statement.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-89813 are incorporated by reference into, and shall be deemed
part of, this registration statement, except the following, which are filed
herewith:
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<CAPTION>
NUMBER DESCRIPTION
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5.1 Opinion of Brobeck, Phleger & Harrison, LLP.
23.1 Consent of Brobeck, Phleger & Harrison, LLP (included in
Exhibit 5.1).
23.2 Consent of KPMG LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in The City of New York,
State of New York, on this 10th day of November, 1999.
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<C> <S> <C>
HOTJOBS.COM, LTD.
By: /s/ RICHARD S. JOHNSON
-----------------------------------------
Name: Richard S. Johnson
Title: President and Chief Executive
Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints each of Richard S. Johnson and Stephen W. Ellis
as his true and lawful attorney-in-fact and agent, each acting alone, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments) and any additional
registration statement filed pursuant to Rule 462 promulgated under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and hereby ratifies and confirms all
that any said attorney-in-fact and agent, each acting alone, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 10, 1999.
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SIGNATURE TITLE(S)
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<C> <S>
/s/ RICHARD S. JOHNSON President, Chief Executive Officer and
------------------------------------------- Chairman of the Board of Directors
Richard S. Johnson (principal executive officer)
/s/ STEPHEN W. ELLIS Chief Financial Officer (principal financial
------------------------------------------- and accounting officer) and Director
Stephen W. Ellis
/s/ DIMITRI J. BOYLAN Chief Operating Officer, Secretary and
------------------------------------------- Director
Dimitri J. Boylan
Director
-------------------------------------------
Philip Guarascio
Director
-------------------------------------------
John A. Hawkins
/s/ JOHN G. MURRAY Director
-------------------------------------------
John G. Murray
Director
-------------------------------------------
Kevin P. Ryan
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EXHIBIT INDEX
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<CAPTION>
NUMBER DESCRIPTION
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<S> <C>
5.1 Opinion of Brobeck, Phleger & Harrison, LLP.
23.1 Consent of Brobeck, Phleger & Harrison, LLP (included in
Exhibit 5.1).
23.2 Consent of KPMG LLP.
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BROBECK, PHLEGER & HARRISON LLP
1633 BROADWAY
NEW YORK, NEW YORK 10019
November 10, 1999
HotJobs.com, Ltd.
24 West 40th Street, 14th Floor
New York, New York 10018
Re: HotJobs.com, Ltd. Registration Statement on Form S-1
for 600,000 shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to HotJobs.com, Ltd., a Delaware corporation
(the "Company"), in connection with the preparation and filing of a Registration
Statement on Form S-1, filed with the Securities and Exchange Commission on
November 10, 1999 pursuant to Rule 462(b) promulgated under the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the issuance and sale of up to 600,000 shares of the Company's common stock, par
value $0.01 per share (the "Shares").
This opinion is being furnished in accordance with the requirements of
Item 16(a) of Form S-1.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the issuance and sale of the
Shares. Based on such review, we are of the opinion that the Shares have been
duly authorized, and if, as and when issued in accordance with the Registration
Statement and the related prospectus (as amended and supplemented through the
date of issuance) will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
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HotJobs.com, Ltd. November 10, 1999
Page 2
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
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EXHIBIT 23.2
The Board of Directors
HotJobs.com, Ltd.
We consent to the use of our report dated March 15, 1999, except for notes 2(a),
6 and 11 which are as of June 18, 1999, including the related financial
statement schedule, relating to the financial statements for the period from
February 20, 1997 (inception) to December 31, 1997 and the year ended December
31, 1998, included in the Registration Statement (Form S-1, File No. 333-89813),
which is incorporated by reference in this Registration Statement on Form S-1 of
HotJobs.com, Ltd. for the registration of 600,000 shares of its common stock.
We consent to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG LLP
New York, New York
November 10, 1999
