SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 17, 2000
(February 15,2000)
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BE FREE, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-27271 04-3303188
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
154 Crane Meadow Road, Marlborough, MA 01752
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 357-8888
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Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events
1. On February 15, 2000, the Company issued a press release, which is attached
herewith as Exhibit 99.1, announcing its earnings for its fiscal year-ended
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December 31, 1999 and a two-for-one stock split of its outstanding shares
of Common Stock to be effected in the form of a 100% stock dividend (the
"Split"). The dividend will be distributed on March 8, 2000 (the "Dividend
Distribution Date') to the Company's stockholders of record as of the close
of business on March 1, 2000.
On November 12, 1999, the Company filed two Registration Statements on
Form S-8 to register under the Securities Act of 1933, as amended (the
"Securities Act"), an aggregate of 2,643,449 shares of its Common Stock
issuable pursuant to its 1998 Stock Incentive Plan (File No. 333- 90861)
and 212,500 shares of Common Stock issuable pursuant 1999 Employee Stock
Purchase Plan (File No. 333-90859). Each of the Form S-8 Registration
Statements incorporates by reference this Current Report on Form 8-K and,
as a result of the Split, as of the Dividend Distribution date (i) the
Form S-8 Registration Statement for the 1998 Stock Incentive Plan (File No.
333-90861) shall be deemed to register 5,286,898 shares of Common Stock and
(ii) the S-8 Registration Statement for the 1999 Employee Stock Purchase
Plan (File No. 333-90859) shall be deemed to register 425,000 shares of
Common Stock, in accordance with Rule 416 of the Securities Act.
2. On February 16, 2000, the Company announced that it had entered into a
definitive Agreement and Plan of Merger, dated February 15, 2000 (the
"Merger Agreement"), to acquire TriVida Corporation, a California
corporation ("TriVida"). Pursuant to the Merger Agreement, a wholly-owned
subsidiary of the Company will be merged with and into TriVida and TriVida
will become a wholly-owned subsidiary of the Company. Upon the
consummation of the Merger, the Company will issue to the stockholders of
TriVida 1,560,000 shares (pre-Split) of Be Free's common stock, $0.01 par
value per share (the "Common Stock"), in addition to reserving for issuance
190,000 shares (pre-Split) of Common Stock for assumed options and warrants
of TriVida. The Merger is subject to the satisfaction or waiver of
customary closing conditions, including the approval of the stockholders of
TriVida, which is currently scheduled to occur in late February. The press
release issued by the Company announcing the signing of the Merger
Agreement is attached herewith as Exhibit 99.2.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 16, 2000 BE FREE, INC.
By: /s/ Stephen M. Joseph
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Stephen M. Joseph
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
99.1 Company Press Release, dated February 15, 2000, regarding the announcement
of its earnings for the fiscal year-ended December 31, 2000 and the two-
for-one common stock split.
99.2 Company Press Release, dated February 16, 2000, regarding the announcement
of the signing of a definitive Agreement and Plan of Merger, dated
February 15, 2000 with TriVida, a California corporation.