As filed with the Securities and Exchange Commission on August 10, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BE FREE, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 04-3303188
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
154 CRANE MEADOW ROAD, MARLBOROUGH, MA 01752
(Address of Principal Executive Offices)
AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN
(Full title of the Plan)
GORDON B. HOFFSTEIN
PRESIDENT, CHIEF EXECUTIVE OFFICER
BE FREE, INC.
154 CRANE MEADOW ROAD,
MARLBOROUGH, MA 01752
(Name and address of agent for service)
(508) 480-4000
(Telephone number, including area code, of agent for service)
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Title of
securities Proposed maximum Proposed maximum Amount of
to be Amount to be offering price aggregate offering registration
registered Registered(1) per share price fee
- -----------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par value 2,705,521 $1.43(2) $3,868,895.03(1) $967.22
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(1) Pursuant to Rule 416 of the Securities Act, this Registration Statement
shall also cover any additional shares of Common Stock which become
issuable under the Plan being registered pursuant to this Registration
Statement by reason of any stock dividend, stock split, recapitalization or
any other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(2) Estimated pursuant to Rule 457 (c) solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices of
the Common Stock on the Nasdaq National Market on August 6, 2001.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 2,705,521 shares of Common Stock of Be Free, Inc. (the
"Company") authorized for issuance under the Company's Amended and Restated 1998
Stock Incentive Plan (the "Plan"). These additional shares have become
authorized for issuance, effective June 1, 2001, as a result of the operation of
the "evergreen" provision contained in the Plan. This provision provides for
annual increases in the shares authorized for issuance under the Plan pursuant
to a specified formula.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of two
registration statements on Form S-8 (File Nos. 333-90861 and 333-38934)
previously filed by the Company with respect to securities offered pursuant to
the Plan are hereby incorporated by reference herein, and the opinions and
consents listed below are filed herewith.
Exhibits
--------
Exhibit
Number Description
- ----- -----------
4.0 Amendment to Amended and Restated Certificate of Incorporation of the
Registrant, dated May 25, 2000.*
4.1 Amended and Restated Certificate of Incorporation of the Registrant.**
4.2 Amended and Restated By-Laws of the Registrant.**
4.3 Amended and Restated 1998 Stock Incentive Plan of the Registrant.*
5.0 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24.0 Power of Attorney (included on the signature page of this Registration
Statement).
__________________
*Incorporated by reference to the Company's Amendment No. 1 to its Registration
Statement on Form S-1, as amended, (File No. 333-37776) filed with the SEC on
June 20, 2000.
**Incorporated by reference to the Company's Registration Statement on Form S-1,
as amended, (File No. 333-84535) as declared effective by the SEC on November 2,
1999.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Boston, Commonwealth of Massachusetts, on this 30th
day of July, 2001.
BE FREE, INC.
By: /s/ Gordon B. Hoffstein
-------------------------------------
Gordon B. Hoffstein
President and Chief Executive Officer
2
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Be Free, Inc., hereby
severally constitute Gordon B. Hoffstein and Stephen M. Joseph, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable Be
Free, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Gordon B. Hoffstein President, Chief Executive Officer July 30, 2001
- --------------------------------- and Director
Gordon B. Hoffstein
/s/ Samuel P. Gerace, Jr. Executive Vice President, Chief July 30, 2001
- --------------------------------- Technology Officer and Director
Samuel P. Gerace, Jr.
/s/ Stephen M. Joseph Chief Financial Officer, July 30, 2001
- --------------------------------- Secretary and Treasurer
Stephen M. Joseph (Principal Financial Officer and
Principal Accounting Officer)
- --------------------------------- Director July 30, 2001
Kathleen L. Biro
/s/ Ted R. Dintersmith Director July 30, 2001
- ---------------------------------
Ted R. Dintersmith
/s/ W. Michael Humphreys Director July 30, 2001
- ---------------------------------
W. Michael Humphreys
/s/ Jeffrey F. Rayport Director July 30, 2001
- ---------------------------------
Jeffrey F. Rayport
3
Exhibit Index
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Exhibit
Number Description
- ------ -----------
4.0 Amendment to Amended and Restated Certificate of Incorporation of the
Registrant, dated May 25, 2000.*
4.1 Amended and Restated Certificate of Incorporation of the Registrant.**
4.2 Amended and Restated By-Laws of the Registrant.**
4.3 Amended and Restated 1998 Stock Incentive Plan of the Registrant.*
5.0 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24.0 Power of Attorney (included on the signature page of this Registration
Statement).
__________________
*Incorporated by reference to the Company's Amendment No. 1 to its Registration
Statement on Form S-1, as amended, (File No. 333-37776) filed with the SEC on
June 20, 2000.
**Incorporated by reference to the Company's Registration Statement on Form S-1,
as amended, (File No. 333-84535) as declared effective by the SEC on November 2,
1999.