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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
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HOTJOBS.COM, LTD.
(Exact name of issuer as specified in its charter)
Delaware 13-3931821
(State of Incorporation) (I.R.S. Employer
Identification No.)
406 West 31st Street, 9th Floor
New York, New York 10001
(212) 302-0060
(Address and telephone number of principal executive offices)
RESUMIX AMENDED 1998 EQUITY INCENTIVE PLAN
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
2000 RESUMIX STOCK OPTION PLAN
(Full Title of the Plan)
Richard S. Johnson
President and Chief Executive Officer
HotJobs.com, Ltd.
406 West 31st Street, 9th Floor
New York, New York 10001
(212) 302-0060
(Name, address and telephone number of agent for service)
Copies to:
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
Attention: Robert S. Reder, Esq.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities to be Amount to be Proposed Maximum Amount of
Registered Registered (1) Aggregate Offering Registration Fee
Price (2)
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<S> <C> <C> <C>
Resumix Amended 1998 393,032 $587,265 $155.04
Equity Incentive Plan
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Common Stock, par value
$.01 per share
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1998 Non-Employee 14,118 $19,765.20 $5.22
Directors' Stock Option
Plan
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Common Stock, par value
$.01 per share
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2000 RESUMIX STOCK 720,000 $5,760,000 $1,520.64
OPTION PLAN
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Common Stock, par value
$.01 per share
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Total Registration Fee: $1,680.90
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</TABLE>
(1) This Registration Statement covers all stock options issued under each of
the listed plans and no additional options will be granted under such
plans. This Registration Statement shall also cover any additional shares
of Common Stock which become issuable under the listed plans by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration
which results in an increase in the number of the outstanding shares of
Registrant's Common Stock.
(2) The proposed maximum aggregate offering price listed above has been
determined pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, and represents the sum of the aggregate exercise price of all
options granted and unexercised to date under the Plans.
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PART I
ITEM 1. PLAN INFORMATION
This Registration Statement relates to the registration of 1,127,150
shares of Common Stock, $.01 par value per share (the "Common Stock"), of
HOTJOBS.COM, LTD. (the "Registrant") awarded under the Resumix Amended 1998
Equity Incentive Plan, the 1998 Non-Employee Directors' Stock Option Plan and
the 2000 Resumix Stock Option Plan (collectively, the "Plans"). Documents
containing the information required by Part I of the Registration Statement will
be sent or given to participants in the Plans as specified by Rule 428(b). Such
documents are not filed with the Securities and Exchange Commission (the
"Commission" or the "SEC") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 in reliance on Rule
428.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Registrant will, upon written or oral request, provide without
charge to any person to whom the Prospectus relating to this Registration
Statement is delivered, a copy of any and all of the information which has been
incorporated by reference in such Prospectus and this Registration Statement
(pursuant to Item 3 of Part II below). Such requests should be directed to the
Secretary, HotJobs.com, Ltd., 406 West 31st Street, 9th Floor, New York, New
York 10001 (telephone: 212-302-0060).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Registrant with
the Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act") and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as applicable, are incorporated by reference herein and shall
be deemed to be a part hereof:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000.
3. The Registrant's Current Reports on Forms 8-K filed on February 7,
2000, March 10, 2000, May 1, 2000 and May 24, 2000.
4. The Registrant's Registration Statement No. 000-26891 on Form 8-A12G
filed with the Commission on July 30, 1999 in which there is
described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All documents, filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act 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 made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the
offering made by this registration statement is in effect prior to the filing
with the Commission of the Registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated
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Documents or be incorporated by reference in this registration statement or be a
part hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document 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 other subsequently filed
Incorporated Document 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
The Common Stock being registered hereunder has been registered
pursuant to Section 12 of the Exchange Act and a description of the Common Stock
is contained in the Exchange Act registration statement which has been filed
with the Commission.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") makes
provision for the indemnification of officers and directors in terms
sufficiently broad to indemnify officers and directors under certain
circumstances from liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. Section 145 of the DGCL empowers a corporation
to indemnify its directors and officers and to purchase insurance with respect
to liability arising out of their capacity or status as directors and officers,
provided that this provision shall not eliminate or limit the liability of a
director: (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) arising
under Section 174 of the DGCL or (4) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be titled under the corporation's
bylaws, any agreement, a vote of stockholders or otherwise.
The Registrant's certificate of incorporation provides for
indemnification of the Registrant's directors against, and absolution of,
liability to the Registrant and its stockholders to the fullest extent permitted
by the DGCL. The Registrant has purchased directors' and officers' liability
insurance covering liabilities that may be incurred by its directors and
officers in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4 Instruments Defining Rights of Stockholders.
Reference is made to Registrant's Registration
Statement No. 000-26891 on Form 8-A12G which is
incorporated herein by reference pursuant to Item 3.
5 Opinion of Milbank, Tweed, Hadley & McCloy LLP as to
the legality of the Registrant's Common Stock.
23.1 Consent of Milbank, Tweed, Hadley & McCloy LLP (included
in the Opinion filed as Exhibit 5 hereto).
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23.2 Consent of KPMG LLP, independent auditors.
24 Power of Attorney (set forth on the signature page
hereof).
99.1 Resumix Amended 1998 Equity Incentive Plan.
99.2 1998 Non-Employee Directors' Stock Option Plan.
99.3 2000 Resumix Stock Option Plan.
ITEM 9. UNDERTAKINGS.
(1) The Registrant hereby undertakes:
(a) 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;
(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 (1)(a)(i) and (1)(a)(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(a) or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
(2) The Registrant hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the issuer's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act of (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 the time shall be deemed to be the initial bona fide offering hereof.
(3) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the above-mentioned provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is
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against public policy as expressed in the Securities 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 or 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 Securities Act and will be governed by the final
adjudication of such issue.
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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 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 New York and the State of New York, on this 9th day
of June, 2000.
HOTJOBS.COM, LTD.
By: /s/ RICHARD S. JOHNSON
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Richard S. Johnson
President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby severally
constitutes and appoints Richard S. Johnson and Lowell W. Robinson and each of
them acting singly, as his or her true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, to sign for him
or her and in his or her name, place and stead in any and all capacities
indicated below, the registration statement on Form S-8 filed herewith and any
and all pre-effective and post-effective amendments and supplements to the said
registration statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he or she might or could do in person hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated below.
SIGNATURE TITLE DATE
/s/ RICHARD S. JOHNSON President, Chief Executive Officer June 9, 2000
---------------------------- (Principal Executive Officer) and
Richard S. Johnson Director
/s/ LOWELL W. ROBINSON Chief Financial Officer (Principal June 9, 2000
---------------------------- Financial and Accounting Officer)
Lowell W. Robinson
/s/ DIMITRI J. BOYLAN Chief Operating Officer and June 9, 2000
---------------------------- Director
Dimitri J. Boylan
/s/ STEPHEN W. ELLIS Director June 9, 2000
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/s/ JOHN A. HAWKINS Director June 9, 2000
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John A. Hawkins
/s/ JOHN G. MURRAY Director June 9, 2000
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John G. Murray
/s/ KEVIN P. RYAN Director June 9, 2000
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Kevin P. Ryan
Director June , 2000
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Phillip Guarascio
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EXHIBIT INDEX
Exhibit No. Description
4 Instruments Defining Rights of Stockholders.
Reference is made to Registrant's Registration
Statement No. 000-26891 on Form 8-A12G which is
incorporated herein by reference pursuant to Item 3.
5 Opinion of Milbank, Tweed, Hadley & McCloy LLP as to
the legality of the Registrant's Common Stock.
23.1 Consent of Milbank, Tweed, Hadley & McCloy LLP (included
in the Opinion filed as Exhibit 5 hereto).
23.2 Consent of KPMG LLP, independent auditors.
24 Power of Attorney (set forth on the signature page
hereof).
99.1 Resumix Amended 1998 Equity Incentive Plan.
99.2 1998 Non-Employee Directors' Stock Option Plan.
99.3 2000 Resumix Stock Option Plan
