As filed with the Securities and Exchange Commission on January 30, 2002
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
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DICE INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware 3 Park Avenue 13-3899472
(State or other jurisdiction of New York, New York 10016 (I.R.S. Employer
incorporation or organization) (Address of principal executive Identification No.)
offices)
1998 Stock Incentive Plan
1998 Employee Stock Purchase Plan
Employment Agreement Between Dice Inc. (formerly known as EarthWeb Inc.) and Scot W. Melland dated April 23, 2001
(Full Title of Plan)
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Scot W. Melland
President and Chief Executive Officer
DICE INC.
3 Park Avenue
New York, New York 10016
(212) 725-6550
(Name, address and telephone number,
including area code, of agent for service)
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Copies to:
Maureen Brundage, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate offering Amount of
securities to be registered registered per share price registration fee
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Common Stock, $0.01 par value...... 2,864,991 (1) $2.075 (2) $6,192,430.10 (2) $569.70
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(1) Represents the number of additional shares that may be issued under the 1998 Stock Incentive Plan (2,345,039),
the 1998 Employee Stock Purchase Plan (422,561) and the Employment Agreement Between Dice Inc. (formerly known
as EarthWeb Inc.) and Scot W. Melland dated April 23, 2001 (97,391).
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 457(h)
under the Securities Act of 1933, as amended, as follows: (a) the proposed maximum offering price per share
has been determined on the basis of the average of the bid and asked prices of the Common Stock as reported on
the NASDAQ National Market System on January 24, 2002; and (b) the proposed maximum aggregate offering price
has been determined on the basis of 2,167,600 shares of Common Stock to be offered at the proposed maximum
offering price per share and 697,391 shares of Common Stock to be offered at $2.43 per share in connection
with the Employment Agreement Between Dice Inc. (formerly known as EarthWeb Inc.) and Scot W. Melland dated
April 23, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents need not be filed with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference
herein:
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001, respectively;
(3) The Registrant's Current Reports on Form 8-K as filed with the
Commission on January 10, 2001, January 31, 2001, April 24, 2001, June 13, 2001,
June 14, 2001 and November 13, 2001, respectively; and
(4) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
November 3, 1998 and amendments thereto.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement but prior to the filing of a post-effective amendment
which indicate that all securities offered have been sold or which deregister
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document all
or a portion of which is 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
other 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.
The indemnification and liability of the Registrant's directors and
officers are governed by Delaware law.
Under Section 145 of the General Corporation Law of the State of
Delaware, the Registrant has broad powers to indemnify its directors and
officers against liabilities that may incur in such capacities, including
liabilities under the Securities Act. The Registrant's By Laws also provide for
mandatory indemnification of its directors and executive officers, and
permissive indemnification of its employees and agents, to the fullest extent
permissible under Delaware law.
The Registrant's Amended and Restated Certificate of Incorporation
provides that the Registrant shall, to the fullest extent permitted by the
Delaware General Corporation Law, as the same may be from time to time amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under the
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Delaware General Corporation Law from and against any and all of the expenses,
liabilities or other matters referred to in or covered by the Delaware General
Corporation Law, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which any person may be entitled under any By-
law, resolution of stockholders, resolution of directors, agreement or
otherwise, as permitted by the Delaware General Corporation Law, as to action in
any capacity in which he served at the request of the Registrant. A director of
the Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174(a) of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived any improper personal benefit. If
the Delaware General Corporation Law is amended after the date of incorporation
of the Registrant to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Registrant shall be deemed to be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
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4.1 Amended and Restated Certificate of Incorporation of the Registrant,
as amended (incorporated by reference to Exhibit 3.1 to Registrant's
Registration Statement on Form S-1 (No. 333-60837)).
4.2 Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 to Registrant's Registration Statement on
Form S-1 (No. 333-60837).
5.1 Opinion of White & Case LLP, Counsel to the Registrant.
23.1 Consent of Independent Accountants.
23.2 Consent of White & Case LLP (included in Exhibit 5.1 to the
Registration Statement).
24 Power of Attorney of certain officers and directors (included in pages
II-4 through II-5).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment or prospectus supplement 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. 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
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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 a 20% 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 (1)(i) and (1)(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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement;
(2) 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;
(3) 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; and
(4) that, for purposes of determining any liability under the
Securities Act, each filing of Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this 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.
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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is 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 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, State of New York, on January 30, 2002.
DICE INC.
By /s/ Scot W. Melland
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Name: Scot W. Melland
Title: President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, Scot W.
Melland and Michael P. Durney, with full power to act alone, his true and lawful
attorneys-in-fact, with the power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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President, Chief Executive Officer and
/s/ Scot W. Melland Director (Principal Executive Officer) January ___, 2002
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Scot W. Melland
Senior Vice President, Finance & Chief
Financial Officer (Principal Financial
/s/ Michael P. Durney Officer) January ___, 2002
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Michael P. Durney
Controller and Chief Accounting Officer
/s/ David L. Jonassen (Principal Accounting Officer) January 29, 2002
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David L. Jonassen
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Chairman of the Board and Director January ___, 2002
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Jack D. Hidary
/s/ Peter A. Derow Vice Chairman of the Board and Director January 25, 2002
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Peter A. Derow
Director January ___, 2002
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James Citrin
/s/ Cary Davis Director January ___, 2002
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Cary Davis
/s/ Jeremy Davis Director January 25, 2002
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Jeremy Davis
/s/ Murray Hidary Director January ___, 2002
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Murray Hidary
/s/ Henry Kressel Director January ___, 2002
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Henry Kressel
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EXHIBIT INDEX
Exhibit No.
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4.1 Amended and Restated Certificate of Incorporation of the Registrant,
as amended (incorporated by reference to Exhibit 3.1 to Registrant's
Registration Statement on Form S-1 (No. 333-60837)).
4.2 Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 to Registrant's Registration Statement on
Form S-1 (No. 333-60837).
5.1 Opinion of White & Case LLP, Counsel to the Registrant.
23.1 Consent of Independent Accountants.
23.2 Consent of White & Case LLP (included in Exhibit 5.1 to the
Registration Statement).
24 Power of Attorney of certain officers and directors (included in pages
II-4 through II-5).