As Filed With The Securities and Exchange Commission on March 22, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
topjobs.net plc
(Exact name of registrant as specified in its charter)
ENGLAND & WALES NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Innovation House
Daten Park
Birchwood, Warrington WA3 6UT
United Kingdom
(Address of registrant's principal executive offices)
EXECUTIVE SHARE OPTION PLAN
(Full titles of the plans)
GREENBERG TRAURIG, LLP
200 PARK AVENUE, 15TH FLOOR
NEW YORK, NEW YORK 10166
TELEPHONE: 212-801-9200
FACSIMILE: 212-801-6400
(Name, address and telephone number, including area code, of agent for service)
With a copy sent to:
ANDREW J. COSENTINO, ESQ.
GREENBERG TRAURIG, LLP
200 PARK AVENUE, 15TH FLOOR
NEW YORK, NEW YORK 10166
TELEPHONE: 212-801-9200
FACSIMILE: 212-801-6400
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered(1) Price Per Share Offering Price (2) Registration Fee
- --------------------------- ------------------- ----------------------- ----------------------- -------------------
Ordinary Shares, nominal
value .01923p per share (3) 1,002,698 $15.25 $15,291,144.50 $4,036.86
========================================================================================================================
(1) Represents the number of shares that have been reserved for issuance under
the Executive Share Option Plan.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee. The
computation is the average of high and low prices of the ordinary shares on
the Nasdaq National Market on March 17, 2000
(3) American depositary shares evidenced by American depositary receipts
issuable on deposit of the ordinary shares registered hereby were
registered pursuant to a separate Registration Statement on Form F-6
(Registration No. 333-10084).
REOFFER PROSPECTUS
topjobs.net plc
1,002,698 American Depositary Shares
This prospectus relates to the offer and sale of up to 1,002,698 American
depositary shares, or ADS, of topjobs.net plc, an English Company. Each ADS
represents one share of our ordinary shares, which for an English company are
equivalent generally to shares of common stock of a United States corporation.
Our ADSs are evidenced by American depositary receipts issued by Barkers Trust
Company, our depositary.
Our ADSs are listed on the Nasdaq National Market under the symbol "TJOB".
On March 21, 2000 the last reported sales price, as reported on the Nasdaq
National Market was $15.25 per ADS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------
The date of this prospectus is March 22, 2000
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TABLE OF CONTENTS
Where You Can Find More Information.............3
Company Information.............................4
Incorporated Documents..........................4
Use of Proceeds.................................4
Selling Shareholder.............................5
Plan of Distribution............................6
Legal Matters...................................6
Experts.........................................6
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You should only rely on the information incorporated by reference or provided in
this reoffer prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The ordinary shares are not being
offered in any state where the offer is not permitted. You should not assume
that the information in this reoffer prospectus or any supplement is accurate as
of any date other than the date on the front of this reoffer prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We will be subject to the reporting requirements o the Securities Exchange
Act of 1934, as amended, the Exchange Act, as applicable to foreign private
issuers. In accordance with the requirements, we will file an annual report on
Form 20-F and other information under cover of Form 6-K with the SEC. Such
reports and other information may be inspected and copied at the following
public reference facilities maintained by the SEC:
o 450 Fifth Street, N.W., Washington, DC 20549
o Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661
o 7 World Trade Center, Room 1400, 13th Floor, New York, New York 10048.
Copies of such material may also be obtained form the Public Reference room
of the SEC at 450 Fifth Street, N.W. Washington, DC 20549 at prescribed rates.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at (800) 732-0330.
On our behalf, Bankers Trust, as depositary in respect of the ADSs,
distributes to the holders of ADSs on an annual basis, an annual report in
English. The annual report includes approximate reconciliations of consolidated
net income and shareholders' equity to US GAAP. The consolidated financial
statements in the annual reports are examined by our independent public
accountants and include their opinion thereon. We are exempt from the rules
under the Exchange Act prescribing the furnishing and content of proxy
statements.
3
COMPANY INFORMATION
Our headquarters are located at Innovation House, Daten Park, Birchwood,
Warrington WA3 6UT, United Kingdom, and our telephone number is
011-44-1925-844-744.
INCORPORATED DOCUMENTS
The commission allows us to incorporate by reference many of the documents
that we file. This permits us to disclose important information to you by
referencing these filed documents. Any information referenced in this way is
considered part of this prospectus. We are incorporating by reference in this
prospectus the following documents which we have filed with the commission,
together with the filings that have amended them:
(1) annual report on form 20-F for the fiscal year ended March 31, 1999;
(2) quarterly report on form 6-K for the fiscal quarter ended June 30,
1999;
(3) quarterly report on form 6-K for the fiscal quarter ended September
30, 1999;
(4) quarterly report on form 6-K for the fiscal quarter ended December 31,
1999;
(5) the description of the Company's Ordinary Shares contained in our
registration statement on Form 8-A, dated April 23, 1999.
All reports and other documents that we will file with the commission under
sections 13(a), 13(c), 14 or 15(d) of the exchange act after the date of this
prospectus and before the termination of the offering of the ADSs hereunder will
be incorporated by reference into this prospectus from the date of the filing of
these reports and documents, and will supersede the information herein. We
undertake to provide without charge to each person who receives a copy of this
prospectus, upon written or oral request, a copy of all of the preceding
documents that are incorporated by reference (other than exhibits, unless the
exhibits are specifically incorporated by reference into these documents).
Requests for documents should be sent in writing to Alan Clarke, Innovation
House, Daten Park, Birchwood, Warrington WA3 6UT, United Kingdom, and our
telephone number is 011-44-1925-844-744.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of ADSs by the
selling shareholders.
4
SELLING SHAREHOLDERS
The ADSs that may be offered using this prospectus are being registered for
reoffers and resales by the selling shareholders, who acquired ordinary shares
pursuant to our executive share option plan. The selling shareholders may resell
all, a portion or none of such ADSs from time to time.
The table below sets forth with respect to the selling shareholders, based
upon information available to us as of March 15, 2000, the number of ADSs
owned, the number of ADSs registered by this reoffer prospectus and the number
and percent of outstanding capital stock that will be owned after the sale of
the registered ADSs assuming the sale of all of the registered ADSs.
____________________________________________________________________________________________________________________
Number of Shares
Number of Shares Registered by Number of Shares % of Shares Owned
Selling Stockholder Owned Before Sale Prospectus Owned after Sale after Sale
_________________________________________________________________________________________________________________________
Brian Mosley(1) 75,000 75,000 0 0
Kay Wesley(2) 45,000 45,000 0 0
Richard Hawksworth(3) 70,000 40,000 30,000 0.3%
Victor Kaminski(4) 1,090,000 50,000 1,040,000 10.4%
Stuart W. Sim(5) 51,554 51,554 0 0
Alan Clarke(6) 47,917 47,917 0 0
Mark Dugdale(7) 4,000 4,000 0 0
(1) Represents options to purchase 50,000 ordinary shares after March 31,
2002 and 25,000 ordinary shares after February 11, 2003.
(2) Represents options to purchase 33,333 ordinary shares after March 31, 2002
and 11,667 ordinary shares after February 11, 2003.
(3) Includes options to purchase 23,750 ordinary shares exercisable after March
31, 2002 and 16,250 ordinary shares exercisable after February 11, 2003.
(4) Includes options to purchase 50,000 Ordinary Shares exercisable after
February 11, 2003.
(5) Represents options to purchase 51,554 ordinary shares after November 11,
2002.
(6) Represents options to purchase 22,917 ordinary shares after March 31, 2002
and 25,000 ordinary shares after February 11, 2003.
(7) Represents options to purchase 4,000 ordinary shares after November 11,
2002.
Until April 27, 2000, each selling shareholder and any other person with
whom such selling shareholder is acting in concert for the purpose of selling
our securities may not sell, during any three month period, more than the amount
permitted by Rule 144 (e) of the Securities Act of 1933.
PLAN OF DISTRIBUTION
The selling shareholders may sell the ADSs for value from time to time
under this reoffer prospectus in one or more transactions on Nasdaq, in a
negotiated transaction or in a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at prices otherwise negotiated. The selling shareholders may
effect such transactions by selling the ADSs to or through brokers-dealers, and
such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the selling shareholders and/or the
purchasers of the ADSs for whom such broker-dealers may act as agent (which
compensation may be less than or in excess of customary commissions).
The selling shareholders and any broker-dealers that participate in the
distribution of the ADSs may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the shares sold by them may be deemed to be underwriting
discounts and commissions under the 1933 Act. All selling and other expenses
incurred by the selling shareholder will be borne by the selling shareholder.
In addition to any ADSs sold hereunder, the selling shareholders may, at
the same time, sell any ordinary shares, including the Shares, owned by him or
her in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this reoffer prospectus.
There is no assurance that the selling shareholders will sell all or any
portion of the ADSs offered.
We will pay all expenses in connection with this offering and will not
receive any proceeds from sales of any ADSs by the selling shareholders.
LEGAL MATTERS
Beachcroft Wansbroughs Solicitors has issued an opinion regarding the
validity of the ordinary shares represented by the ADSs offered by this reoffer
prospectus.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
We will send or give the documents containing the information specified in
Part 1 of Form S-8 to employees as specified by Securities and Exchange
Commission Rule 428 (b) (1) under the Securities Act of 1933, as amended (the
"1933 Act"). We do not need to file these documents with the commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements under Rule 424 of the 1933 Act.
PART II
INFORMATION NOT REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference into this Registration
Statement the following documents heretofore filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):
(a) The Company's Annual Report on Form 20-F for the year ended March
31, 1999;
(b) The Company's Quarterly Report on Form 6-K for the quarter ended
June 30, 1999; the Company's Quarterly Report on Form 6-K for the
quarter ended September 30, 1999, and the Company's Quarterly
Report on Form 6-K for the quarter ended December 31, 1999; and
(c) The description of the Company's Ordinary Shares contained in its
Registration Statement on Form 8-A declared effective on April
23, 1999, including any other amendment or report filed for the
purpose of updating such information.
In addition, all documents subsequently filed by the Company 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 hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of 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.
Except as hereinafter set forth, there is no provision of the Memorandum
and Articles of Association or any contract, arrangement or statute under which
any of our directors or officers is insured for or indemnified in any manner
against any liability that he may incur in his capacity as such.
Our Articles of Association provide that, subject to the provisions of the
U.K. Companies Act 1985 (the "Companies Act"), every director, secretary or
other officer (which expression excludes an auditor) of ours shall be
indemnified by us out of our own funds against and/or exempted by us from all
costs, charges, losses, expenses and liabilities incurred by him in the actual
or purported execution and/or discharge of his duties and/or the exercise or
purported exercise of his powers and/or otherwise in relation to or in
connection with his duties, powers of office, including (without prejudice to
the generality of the foregoing) any liability incurred by him in defending any
proceedings, civil or criminal, which relate to anything done or omitted or
alleged to have been done or omitted by him as an officer or employee of ours
and in which judgement is given in his favour (or the proceedings are otherwise
disposed of without any finding or admission of any material breach of duty on
his part) or in which he is acquitted or in connection with any application
under any statute for relief from liability in respect of any such act or
omission in which relief is granted to him by a court, unless incurred through
his own willful neglect or default. In addition, the Board of Directors has
power to purchase and maintain insurance for or for the benefit of any person
who is or was at any time a director, officer or employee of any "Relevant
Company" (as defined below) or who is or was at any time a trustee of any
pension fund or employees' share scheme in which employees of any Relevant
Company are interested, including (without prejudice to the generality of the
foregoing) insurance against any liability incurred by such persons in respect
of any act or omission in the actual or purported execution and/or discharge of
their duties and/or in the exercise or purported exercise of his or her powers
and/or otherwise in relation to his or her duties, power or offices in relation
to any Relevant Company, or any such pension fund or employees' share scheme.
For these purposes, "Relevant Company" means us, any holding company of ours or
any other body, whether or not incorporated, in which we or such holding company
or any of our predecessors or of such holding company has or had any interest
whether direct or indirect or which is in any way allied to or associated with
us, or any subsidiary undertaking of ours or of such other body.
SECTION 310 OF THE COMPANIES ACT PROVIDES:
(1) This section applies to any provision, whether contained in a
company's articles or in any contract with the company or otherwise, for
exempting any officer of the company or any person (whether an officer or
not) employed by the company as auditor from, or indemnifying him against,
any liability which by virtue of any rule of law would otherwise attach to
him in respect of any negligence, default, breach of duty or breach of
trust of which he may be guilty in relation to the company.
(2) Except as provided by the following sub-section, any such provision
is void.
(3) This section does not prevent a company:
(a) from purchasing and maintaining for any such officer or auditor
insurance against any such liability; or
(b) from indemnifying any such officer or auditor against any
liability incurred by him:
(i) in defending any proceedings (whether civil or criminal) in
which judgement is given in his favor or he is acquitted; or
(ii) in connection with any application under section 144(3) or
(4) (acquisition of shares by innocent nominee) or section 727
(general power to grant relief in case of honest and reasonable
conduct) in which relief is granted to him by the court.
Our directors and officers are insured against certain liabilities which
they may incur in their capacity as such under a liability insurance policy
carried by us.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Executive Share Option Plan (incorporated by reference to Exhibit
10.2 to the Registrant's Registration Statement filed on Form F-1
(Commission File No. 333-10164) which became effective on April
27, 1999)
5.1 Opinion of Beachcroft Wansbroughs Solicitors
23.1 Consent of Beachcroft Wansbroughs Solicitors (set forth in
Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(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 post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) 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 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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 1933 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 1933 Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Form S-8 registration statement to be signed on our behalf
by the undersigned, thereunto duly authorized, in the City of Manchester,
England, on the 20th day of March 2000.
TOPJOBS.NET PLC
By:
/s/ Victor F. Kaminski
----------------------
Victor F. Kaminski
President, Chief Executive
Officer and Director
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 dates indicated.
SIGNATURE TITLE DATE
------- ---- ----
/s/ Victor F. Kaminski President, Chief Executive Officer March 20, 2000
----------------------------------------- and Director (principal
Victor F. Kaminski executive officer)
/s/ Kevin R. Leech Chairman of the Board of Directors March 20, 2000
-----------------------------------------
Kevin R. Leech
/s/ Alan Clarke Chief Financial Officer and Director March 20, 2000
----------------------------------------- (principal financial and
Alan Clarke accounting officer)
/s/ Brian Mosley Chief Operating Officer and Director March 20, 2000
-----------------------------------------
Brian Mosley
/s/ John Lyon Director March 20, 2000
-----------------------------------------
John Lyon
/s/ Dann V. Angeloff Director and U.S. Authorized March 20, 2000
----------------------------------------- Representative
Dann V. Angeloff
/s/ Stuart W. Sim Director March 20, 2000
-----------------------------------------
Stuart W. Sim
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Executive Share Option Plan (incorporated by reference to Exhibit
10.2 to the Registrant's Registration Statement filed on Form F-1
(Commission File No. 333-10164) which became effective on April
27, 1999)
5.1 Opinion of Beachcroft Wansbroughs Solicitors
23.1 Consent of Beachcroft Wansbroughs Solicitors (set forth in
Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers