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 6, 2003 Dice Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-25107 13-3899472 - ------------------------- ------------------------ ---------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification Number) 3 Park Avenue, New York, New York 10016 ------------------------------------------------------ (Address of principal executive offices) (zip code) (212) 725-6550 ------------------------------------------------------ (Registrant's telephone number, including area code) ITEM 5. Other Events and Regulation FD Disclosure On February 5, 2003, the Company received a NASDAQ Listing Qualifications Panel Determination indicating that effective with the open of business on February 7, 2003, the Company's common stock will be delisted from The Nasdaq Stock Market and that the Company's common stock will be eligible for quotation on the OTC Bulletin Board effective with the open of business on February 7, 2003. The OTC Bulletin Board symbol assigned to the Company will be "DICE". On February 6, 2003, the Company issued a press release announcing its receipt of the notice. The full text of the press release is attached as Exhibit 99.1 hereto. ITEM 7. Exhibits. Exhibit Number Description - ------- ----------- 99.1 Press Release dated February 6, 2003. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DICE INC. By: /s/ Brian P. Campbell ------------------------------------- Name: Brian P. Campbell Title: Vice President and General Counsel Dated: February 7, 2003