8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934

August 23, 2018

Date of Report (Date of earliest event reported)

DHI Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33584	20-3179218
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1040 Avenue of the Americas, 8^th Floor

New York, New York 10018

(Address of principal executive offices) (Zip Code)

(212) 725-6550

 (Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On August 23, 2018, DHI Group, Inc. (the “Company”) issued a press release in connection with its receipt of a letter, dated August 23, 2018, from TCS Capital Management. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d)         Exhibits.

Exhibit No.	Description
99.1	Press Release, dated August 23, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DHI GROUP, INC.
Date: August 24, 2018	By:	/s/ Brian P. Campbell
		Name:	Brian P. Campbell
		Title:	Senior Vice President, Corporate Development and General Counsel

EX-99.1

EXHIBIT 99.1

DHI Group, Inc. Acknowledges Receipt of Shareholder Letter

NEW YORK, New York, August 23, 2018 - DHI Group, Inc. (NYSE: DHX) (“DHI” or the “Company”), its Board of Directors (the “Board”) and its executive management team (“Management”) acknowledge their receipt of the letter filed as an attachment to Form 13D filed on August 23, 2018 by TCS Capital Management (“TCS”).  The Board and Management, consistent with their fiduciary duties, plan to fully explore and respond to TCS’ new proposal.  The Board and Management are committed to acting in the best interests of the Company and its shareholders, and will continue to explore any opportunity to enhance shareholder value.

In its review and discussions with TCS, the Company is being advised by Paul, Weiss, Rifkind, Wharton & Garrison LLP, Evercore and Arbor Advisory Group.

Investor Contact

Arbor Advisory Group

212-448-4181

ir@dhigroupinc.com

Media Contact

Rachel Ceccarelli

Director of Corporate Communications

212-448-8288

media@dhigroupinc.com

About DHI Group, Inc.

DHI Group, Inc. (NYSE:DHX) is a leading provider of data, insights and employment connections through our specialized services for technology professionals and other select online communities. Our mission is to empower tech professionals and organizations to compete and win through expert insights and relevant employment connections. Employers and recruiters use our websites and services to source, hire and connect with the most qualified and highly-skilled tech professionals, while professionals use our websites and services to find ideal employment opportunities, relevant job advice and tailored career-related data. For over 25 years, we have built our Company on providing employers and professionals with career connections, news, tools and information. Today, we serve multiple markets located throughout North America, Europe, the Middle East and the Asia Pacific region.