-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CX+QRpIKl1ePHBssBtNtPNKxMjSiH/Od0mASVu9gLBT1cVHVDd7+PDVEe54smbYE khW7KWM52/DXJcmihgaqnw== /in/edgar/work/20000609/0000927016-00-002120/0000927016-00-002120.txt : 20000919 0000927016-00-002120.hdr.sgml : 20000919 ACCESSION NUMBER: 0000927016-00-002120 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000609 EFFECTIVENESS DATE: 20000609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BE FREE INC CENTRAL INDEX KEY: 0001084866 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 043303188 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38934 FILM NUMBER: 652243 BUSINESS ADDRESS: STREET 1: 154 CRANE MEADOW RD SUITE 100 CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 5083578888 MAIL ADDRESS: STREET 1: BE FREE INC STREET 2: 154 CRANE MEADOW ROAD CITY: MARLBOROUGH STATE: MA ZIP: 01752 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on June 9, 2000 Registration No. 333- ================================================================================ 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) 1998 STOCK INCENTIVE PLAN (Full title of the Plan) Gordon B. Hoffstein President, Chief Executive Officer and Chairman of the Board of Directors 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)
================================================================================================== Proposed maximum Proposed maximum Amount of Title of securities Amount to be offering price aggregate offering registration to be registered Registered(1) per share price fee - -------------------------------------------------------------------------------------------------- Common Stock $.01 par value 3,220,953 $11.25(2) $36,235,722(1) $9,567 ==================================================================================================
(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 June 5, 2000. INCORPORATION BY REFERENCE Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 filed by Be Free, Inc. (the "Company") under Registration Number 333-90861, as amended, with respect to securities offered pursuant to the Company's 1998 Stock Incentive Plan, as amended (the "Plan"), are hereby incorporated be reference herein, and the opinions and consents listed below are annexed hereto. Exhibits -------- Exhibit Number Description - ------ ----------- 4.0 Amendment to Amended and Restated Certificate of Incorporation of the Registrant, dated May 25, 2000 4.2 Amended and Restated By-Laws 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. 23.3 Consent of Ernst & Young LLP 24.0 Power of Attorney (included on the signature page of this Registration Statement). __________________ *Incorporated by reference to the Company's Registration Statement on Form S-1, as amended, (File No. 333-84535) filed August 5, 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 8th day of June, 2000. BE FREE, INC. By: /s/ Gordon B. Hoffstein -------------------------------------- Gordon B. Hoffstein President, Chief Executive Officer and Chairman of the Board of Directors 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 and Chief Executive Officer, June 8, 2000 - ------------------------- Chairman of the Board of Directors Gordon B. Hoffstein /s/ Samuel P. Gerace, Jr. Executive Vice President, June 8, 2000 - ------------------------- Research & Technology and Samuel P. Gerace, Jr. Director /s/ Stephen M. Joseph Chief Financial Officer, June 8, 2000 - ------------------------- Secretary and Treasurer Stephen M. Joseph (Principal Financial Officer and Principal Accounting Officer) /s/ Ted R. Dintersmith Director June 8, 2000 - ------------------------- Ted R. Dintersmith /s/ W. Michael Humphreys Director June 8, 2000 - ------------------------- W. Michael Humphreys /s/ Jeffrey F. Rayport Director June 8, 2000 - ------------------------- Jeffrey F. Rayport Director June 8, 2000 - ------------------------- Kathleen L. Biro Exhibit Index ------------- 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.* 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. 23.3 Consent of Ernst & Young LLP 24.0 Power of Attorney (included on the signature page of this Registration Statement). __________________ *Incorporated by reference to the Company's Registration Statement on Form S-1, as amended, (File No. 333-84535) filed August 5, 1999. EX-4 2 0002.txt CERTIFICATE OF AMENDMENT EXHIBIT 4.0 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BE FREE, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Be Free, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows: FIRST: That the Board of Directors of the Corporation, at a meeting duly called and held on April 20, 2000 pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware, duly adopted resolutions proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation of the Corporation: RESOLVED: That the Amended and Restated Certificate of Incorporation of -------- the Corporation be amended so that the Fourth Article reads as follows: FOURTH. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 260,000,000 shares, consisting of (i) 250,000,000 shares of Common Stock, $0.01 par value per share ("Common Stock"), and (ii)10,000,000 shares of Preferred Stock, $0.01 par value per share ("Preferred Stock"). SECOND: That at the Annual Meeting of Stockholders of the Corporation on May 25, 2000 holders of a majority of the capital stock of the Corporation duly approved said proposed Certificate of Amendment of the Amended and Restated Certificate of Incorporation in accordance with Section 242 of the General Corporation Law of the State of Delaware. [The Remainder of this Page is Intentionally Left Blank] IN WITNESS WHEREOF the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer on this 25th day of May, 2000. BE FREE, INC. By: /s/ Gordon B. Hoffstein ----------------------- Gordon B. Hoffstein Chief Executive Officer EX-5 3 0003.txt LETTER OF OPINION EXHIBIT 5 Hale and Dorr LLP Counsellors at Law 60 State Street, Boston, Massachusetts 02109 617-526-6000 * FAX 617-526-5000 June 9, 2000 Be Free, Inc. 154 Crane Meadow Road Marlborough, MA 01752 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: This opinion is furnished to you in connection with a Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of 3,220,953 shares of Common Stock, $.01 par value per share (the "Shares"), of Be Free, Inc., a Delaware corporation (the "Company"), issuable under the Company's 1998 Stock Incentive Plan, as amended and restated on May 25, 2000 (the "Plan"). We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts, the Delaware General Corporation Law statute and the federal laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and the Shares, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Hale and Dorr LLP EX-23.2 4 0004.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 8, 2000, except for Footnote N which is dated March 8, 2000 relating to the financial statements of Be Free, Inc. and its subsidiaries, which appears in Be Free, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts June 8, 2000 EX-23.3 5 0005.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8) dated June 9, 2000, pertaining to the 1998 Stock Incentive Plan of Be Free, Inc. of our report dated October 15, 1999, with respect to the financial statements of TriVida Corporation (a Development Stage Company) included in Be Free, Inc.'s Current Report on Form 8-K dated March 14, 2000 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Los Angeles, California June 7, 2000 -----END PRIVACY-ENHANCED MESSAGE-----