NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Statements contained or incorporated by reference herein contain forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, and descriptions of our business strategy. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to:
|
●
|
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;
|
|
●
|
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.
|
The selling stockholder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be made at fixed prices, at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices. The selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The selling stockholder may use any one or more of the following methods when selling shares:
|
●
|
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.
|
In addition, the selling stockholder may also enter into hedging and/or monetization transactions. For example, the selling stockholder may:
|
●
|
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 selling stockholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. There can be no assurance that the selling stockholder will not transfer, devise or gift, the shares of common stock by other means not described in this prospectus.
If underwriters or broker-dealers are used in an offering, the common stock offered pursuant to this prospectus may be offered to the public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more such firms. Unless otherwise set forth in the prospectus supplement, the obligations of underwriters or broker-dealers to purchase any common stock offered will be subject to certain conditions precedent and the underwriters or broker-dealers will be obligated to purchase all the offered securities if any are purchased. Any public offering price and any discount or concessions allowed or reallowed or paid by underwriters or broker-dealers to other broker-dealers may be changed from time to time.
The aggregate proceeds from the sale of the shares offered pursuant to this prospectus will be the purchase price of the shares less discounts and commissions, if any. The selling stockholder will be responsible for any underwriting discounts and commissions and/or agent's commissions in connection with their shares of our common stock sold through underwriters or broker-dealers. We will not receive any of the proceeds from the sale by the selling stockholder of its shares of our common stock covered by this prospectus.
In order to comply with the securities laws of some states, if applicable, the shares may be sold in those jurisdictions only through registered or licensed brokers or dealers. In addition, in some states, the shares may not be sold unless they have been registered or qualified for sale or any exemption from registration or qualification requirements is available and is complied with.
Any underwriters, broker-dealers or agents that participate in the sale of the shares may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act. As a result, any profits on the sale of the shares of common stock and any discounts, commissions or concessions received by any such broker-dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Any such underwriters, broker-dealers or agents may be entitled, under agreements entered into with us or the selling stockholder, to indemnification against or contribution toward certain civil liabilities, including liabilities under the Securities Act. The terms of any indemnification provisions will be set forth in a prospectus supplement.
Broker-dealers engaged by the selling stockholder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The compensation of a particular broker-dealer may be in excess of customary commissions.
Upon our being notified by a selling stockholder that any material arrangement has been entered into with an underwriter, broker-dealer or agent for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution, we will file a supplement to this prospectus, if one is required, under Rule 424(b) under the Securities Act. That supplement, if required, will disclose, to the extent applicable:
|
●
|
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.
|
In addition, if required by the Securities Act, we will file a supplement to this prospectus upon being notified by a selling stockholder that any successor in interest that is entitled to sell shares using this prospectus intends to sell more than 500 shares of common stock.
We cannot assure you that any shares covered by this prospectus will ultimately be sold.