As filed with the Securities and Exchange Commission on March 15, 2001
Registration No. 333-37776
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BE FREE, INC.
(Exact name of issuer as specified in its charter)
Delaware 7374 04-3303188
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
154 CRANE MEADOW ROAD
MARLBOROUGH, MASSACHUSETTS 01752
(508) 480-4000
(Address, including zip code, telephone number, including area code, of
registrant's principal executive offices)
GORDON B. HOFFSTEIN
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD OF DIRECTORS
BE FREE, INC.
154 CRANE MEADOW ROAD,
MARLBOROUGH, MASSACHUSETTS 01752
(508) 480-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
___________________________
Copies to:
JAY E. BOTHWICK, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
TELEPHONE: (617) 526-6000
Telecopy: (617) 526-5000
================================================================================
DEREGISTRATION OF UNSOLD SECURITIES
On June 26, 2000, the Securities and Exchange Commission declared the
effectiveness of the Registration Statement on Form S-1 (Registration No. 333-
37776) (the "Registration Statement") of Be Free, Inc. ("Be Free") registering
the proposed sale of 1,838,530 shares (the "Shares") of Be Free common stock by
certain selling stockholders. The Registration Statement was filed by Be Free on
behalf of its stockholders who were granted registration rights pursuant to the
Agreement and Plan of Merger dated February 15, 2000 (the "Merger Agreement")
with TriVida Corporation ("TriVida"). The securities which were the subject of
the Registration Statement were distributed by Be Free to the former
stockholders of TriVida in connection with the merger.
The Merger Agreement required Be Free to maintain the effectiveness of the
Registration Statement until the one year anniversary of the acquisition of
TriVida, at which time the selling stockholders would be eligible to sell under
Rule 144 of the Securities Act of 1933, as amended. The purpose of this
Post-Effective Amendment No. 1, together with the Request for Withdrawal filed
on March 2, 2001, is to remove from registration any Shares that were not sold
by the selling stockholders under the Registration Statement, in accordance with
Be Free's undertaking under Regulation S-K Item 512(a)(3). Be Free hereby
requests the deregistration of 1,605,807 of the Shares, and requests that upon
the effectiveness of this Post-Effective Amendment No. 1, that such shares be
removed from registration.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of
Marlborough, Commonwealth of Massachusetts, on this 15th day of March, 2001.
BE FREE, INC.
By: /s/ Gordon B. Hoffstein
------------------------
Gordon B. Hoffstein
President and Chief Executive Officer
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
- --------- ----- ----
/s/ Gordon Hoffstein President, Chief Executive March 15, 2001
- ----------------------------- Officer and Chairman of the
Gordon Hoffstein Board of Directors (Principal
Executive Officer)
/s/ Stephen M. Joseph* Chief Financial Officer and March 15, 2001
- ----------------------------- Treasurer (Principal Financial
Stephen M. Joseph and Accounting Officer)
/s/ Samuel P. Gerace, Jr.* Executive Vice President, March 15, 2001
- ----------------------------- Chief Technology Officer and
Samuel P. Gerace, Jr. Director
/s/ Ted R. Dintersmith* Director March 15, 2001
- -----------------------------
Ted R. Dintersmith
/s/ W. Michael Humphrey* Director March 15, 2001
- -----------------------------
W. Michael Humphreys
/s/ Jeffrey F. Rayport* Director March 15, 2001
- -----------------------------
Jeffrey F. Rayport
Director
- -----------------------------
Kathleen L. Biro
* By: /s/ Gordon Hoffstein
-------------------------
Gordon Hoffstein
* As Attorney-in-Fact