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Share Name | Share Symbol | Market | Type |
---|---|---|---|
DHI Group Inc | NYSE:DHX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.44 | 0 | 09:00:00 |
Delaware
(State or other jurisdiction of
incorporation or organization)
|
20-3179218
(IRS Employer
Identification No.)
|
Title of Each Class of
Securities to be Registered
|
Amount to be
Registered
(1)
|
Proposed Maximum Offering
Price Per Share
|
Proposed Maximum Aggregate
Offering Price
|
Amount of Registration
Fee
|
Common stock, par value $0.01 per share
|
3,107,747 shares
(2)
|
$3.55
(3)
|
$11,032,501.85
|
$1,338
|
(1)
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions.
|
(2)
|
See “Explanatory Note” below.
|
(3)
|
Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share was determined based on the average of the high and low prices of DHI Group, Inc.’s common stock reported by the New York Stock Exchange as of May 6, 2019.
|
Item 1.
|
Plan Information
.
|
Item 2. |
Registrant Information and Employee Plan Annual Information
.
|
1. |
Our Annual Report on Form 10-K filed with the Commission on February 8, 2019;
|
2. |
Our Current Report on Form 8-K filed with the Commission on March 1, 2019 (excluding Item 7.01);
|
3. |
Our definitive proxy statement on Schedule 14A filed with the Commission on March 29, 2019;
|
4. |
Our Quarterly Report on Form 10-Q filed with the Commission on May 2, 2019; and
|
5. |
Our Current Report on Form 8-K filed with the Commission on May 9, 2019 (excluding Item 7.01);
|
● |
a review of strategic alternatives may occur from time to time and the possibility that such review will not result in a transaction;
|
● |
disruption resulting from unsolicited offers to purchase the company;
|
● |
our ability to execute our tech-focused strategy;
|
● |
loss of key executives and technical personnel and our ability to attract and retain key executives, including our CEO;
|
● |
increases in the unemployment rate, cyclicality or downturns in the United States or worldwide economy or the industries we serve, labor shortages, or job shortages;
|
● |
competition from existing and future competitors;
|
● |
changes in the recruiting and career services business and technologies, and the development of new products and services;
|
● |
decreases or delays in business-to-business technology advertising spending could harm our ability to generate advertising revenue;
|
● |
failure to develop and maintain our reputation and brand recognition;
|
● |
failure to increase or maintain the number of customers who purchase recruitment packages;
|
● |
failure to attract qualified professionals or grow the number of qualified professionals who use our websites;
|
● |
failure to timely and efficiently scale and adapt our existing technology and network infrastructure;
|
● |
capacity constraints, systems failures or breaches of network security;
|
● |
compliance with laws and regulations concerning collection, storage and use of professionals’ professional and personal information;
|
● |
our indebtedness;
|
● |
inability to borrow funds under our credit agreement or refinance our debt;
|
● |
results of operations fluctuate on a quarterly and annual basis;
|
● |
periods of operating and net losses and history of bankruptcy;
|
● |
covenants in our credit agreement;
|
● |
inability to successfully integrate recent and future acquisitions or identify and consummate future acquisitions;
|
● |
misappropriation or misuse of our intellectual property, claims against us for intellectual property infringement or the failure to enforce our ownership or use of intellectual property;
|
● |
compliance with changing corporate governance requirements and costs incurred in connection with being a public company;
|
● |
compliance with the continued listing standards of the New York Stock Exchange;
|
● |
volatility in our stock price;
|
● |
failure to maintain internal controls over financial reporting;
|
● |
U.S. and foreign government regulation of the internet and taxation;
|
● |
changes in foreign currency exchange rates;
|
● |
failure to realize the full potential of our network;
|
● |
decrease in user engagement;
|
● |
failure to halt the operations of websites that aggregate our data, as well as data from other companies;
|
● |
failure of our businesses to attract, retain and engage users;
|
● |
our foreign operations;
|
● |
inability to expand into international markets;
|
● |
unfavorable decisions in proceedings related to future tax assessments;
|
● |
taxation risks in various jurisdictions for past or future sales;
|
● |
write-offs of goodwill, tradename and intangible assets;
|
● |
significant downturn not immediately reflected in our operating results; and
|
● |
the UK’s impending departure from the EU.
|
● |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
● |
block transactions or crosses;
|
● |
to underwriters for resale to the public or to institutional investors;
|
● |
directly to the public or institutional investors;
|
● |
through brokers, dealers or agents to the public or to institutional investors;
|
● |
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
● |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
● |
an exchange distribution in accordance with the rules of the New York Stock Exchange;
|
● |
privately negotiated transactions;
|
● |
settlement of short sales;
|
● |
broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;
|
● |
a combination of any such methods of sale; and
|
● |
any other method permitted pursuant to applicable law.
|
● |
enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling stockholder and engage in short sales of our common stock under this prospectus, in which case the other party may use shares of our common stock received from the selling stockholder to close out any short positions;
|
● |
sell short our common stock under this prospectus and use shares of our common stock held by the selling stockholder to close out any short position;
|
● |
enter into options, forwards or other transactions that require the selling stockholder to deliver, in a transaction exempt from registration under the Securities Act, shares of our common stock to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling stockholder and publicly resell or otherwise transfer shares of our common stock under this prospectus;
|
● |
loan or pledge shares of our common stock to a broker-dealer or affiliate of a broker-dealer or other third party who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, become a selling stockholder and sell the pledged shares, under this prospectus; or
|
● |
enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by the selling stockholder or borrowed from the selling stockholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from the selling stockholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment).
|
● |
the name of each such selling stockholder and of the participating underwriter, broker-dealer or agent;
|
● |
the number of shares involved;
|
● |
the price at which those shares were sold;
|
● |
the commissions paid or discounts or concessions allowed; and
|
● |
other facts material to the transaction.
|
Item 3.
|
Incorporation of Documents by Reference
|
Item 4.
|
Description of Securities
|
Item 5.
|
Interests of Named Experts and Counsel
|
Item 6.
|
Indemnification of Directors and Officers
|
Item 7.
|
Exemption from Registration Claimed
|
Item 8.
|
Exhibits
|
*
|
Filed herewith.
|
Item 9.
|
Undertakings
|
(a)(1) |
To file during any period in which offers or sales are being made, a post-effective amendment 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 the 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 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;
|
(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;
|
(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 hereby which remain unsold at the termination of the offering.
|
(4) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the
|
(i) |
any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii) |
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii) |
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
(iv) |
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b) |
The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to
|
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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 hereof.
|
(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
|
DHI GROUP, INC. | ||||
Registrant | ||||
|
/s/ Luc Grégoire
|
|||
|
Name: Luc Grégoire
|
|||
|
Title: Chief Financial Officer
|
|||
(Principal Financial Officer) |
Signature
|
Title
|
|
/s/ Art Zeile | President and Chief Executive Officer and Director | |
Art Zeile
|
(
Principal Executive Officer
)
|
|
/s/ Luc Grégoire | Chief Financial Officer | |
Luc Grégoire
|
(
Principal Financial and
Accounting Officer ) |
|
/s/ Carol Carpenter
|
Director
|
|
Carol Carpenter
|
|
|
/s/ Golnar Sheikholeslami
|
Director | |
Golnar Sheikholeslami
|
||
/s/ Brian Schipper | Director | |
Brian Schipper
|
||
/s/ Jim Friedlich
|
Director | |
Jim Friedlich
|
||
/s/ Jennifer Deason
|
Director
|
|
Jennifer Deason
|
||
/s/ Scipio M. Carnecchia | Director | |
Scipio M. Carnecchia
|
|
|
/s/ David Windley
|
Director | |
David Windley
|
1 Year DHI Chart |
1 Month DHI Chart |
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