Securities Registration: Employee Benefit Plan (s-8)
May 10 2023 - 5:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 10, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DHI GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware |
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20-3179218 |
(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification No.) |
6465 South Greenwood Plaza, Suite 400
Centennial, Colorado |
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80111 |
(Address of Registrant’s principal executive offices) |
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(Zip code) |
DHI Group, Inc. 2022 Omnibus Equity Award
Plan, as Amended and Restated
(Full title of the plan)
Brian P. Campbell, Esq.
Chief Legal Officer and Corporate Secretary
6465 South Greenwood Plaza, Suite 400
Centennial, Colorado 80111
(Name and address of agent for service)
(212) 448-6605
(Telephone number, including area code, of agent
for service)
COPIES TO:
Jason Day
Jonathan S. Schulman
Perkins Coie LLP
1900 Sixteenth Street, Suite 1400
Denver, Colorado 80202
(303) 291-2300
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
x |
Non-accelerated filer |
¨ |
Smaller reporting company |
x |
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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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
DHI Group, Inc. (the “Company”)
has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended,
to register the issuance of 2,900,000 additional shares of common stock, par value $0.01 per share, of the Company, that are reserved
for issuance directly, or in respect of awards granted or to be granted, under the DHI Group, Inc. 2022 Omnibus Equity Award Plan,
as Amended and Restated.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities
and Exchange Commission (the “Commission”) by the Company are incorporated by reference in this Registration Statement:
| 4. | The description of the Company’s common stock set
forth in the Company’s Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on July 11,
2007, and any amendment or report filed for the purpose of updating any such description (including Exhibit 4.5 to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 11, 2022). |
In addition, all reports and documents filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents;
provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the
Commission shall not be deemed incorporated by reference in this registration statement..
Any statement contained in this Registration Statement
or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed
document that also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and
Officers
Section 145 of the General Corporation Law
of the State of Delaware (the “DGCL”) provides, generally, that a corporation may indemnify directors and officers
as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings
in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the registrant.
The DGCL Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Company’s amended and restated certificate
of incorporation provides that, to the fullest extent permitted by applicable law, a director will not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director. In addition, the Company’s by-laws provide that it
will indemnify each director and officer and may indemnify employees and agents, as determined by the Company’s board of directors
(the “Board”), to the fullest extent provided by the laws of the State of Delaware.
The foregoing statements are subject to the detailed
provisions of section 145 of the DGCL and the Company’s amended and restated certificate of incorporation and by-laws.
The
Company’s amended and restated certificate of incorporation provides that it shall indemnify and hold harmless, to the fullest
extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened
to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative,
which the Company refers to as a proceeding, by reason of the fact that he or she, or a person for whom he or she is the legal representative,
is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the written request
of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise
or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including
attorneys’ fees) reasonably incurred by such person; provided, however, that the Company shall be required to indemnify a person
in connection with a proceeding (or part thereof) initiated by such person only if the commencement of such proceeding (or part thereof)
was authorized by the Board.
Section 102(b)(7) of the DGCL, generally,
permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal
benefit. The Company’s amended and restated certificate of incorporation limits the personal liability of its directors to the fullest
extent permitted by section 102 of the DGCL.
The Company maintain directors’ and officers’
liability insurance for its officers and directors.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
* Filed herewith.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(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;
provided,
however, that, paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the registrant’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 thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant 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 registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant 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 registrant 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.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, 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 Centennial, State of Colorado, on May 10, 2023.
DHI Group, Inc. |
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By: |
/s/ Art Zeile |
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Name: Art Zeile |
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Title: President and Chief Executive Officer, Director |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual
whose signature appears below hereby constitutes and appoints each of Art Zeile, Kevin Bostick and Brian Campbell, acting singly, his
or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and her and in his
or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission
any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto
and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together
with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents
as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this
registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith,
granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every
act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby
approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
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Title |
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Date |
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/s/ Art Zeile |
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President and Chief Executive Officer, Director |
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May 10, 2023 |
Art Zeile |
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(Principal Executive Officer) |
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/s/ Kevin Bostick |
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Chief Financial Officer |
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May 10, 2023 |
Kevin Bostick |
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(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Brian Schipper |
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Chairperson and Director |
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May 10, 2023 |
Brian Schipper |
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/s/ Scipio Carnecchia |
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Director |
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May 10, 2023 |
Scipio Carnecchia |
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/s/ Jim Friedlich |
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Director |
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May 10, 2023 |
Jim Friedlich |
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/s/ Elizabeth Salomon |
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Director |
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May 10, 2023 |
Elizabeth Salomon |
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/s/ Kate Swann |
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Director |
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May 10, 2023 |
Kate Swann |
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/s/ David Windley |
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Director |
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May 10, 2023 |
David Windley |
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