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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 13e-4)
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TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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MONSTER WORLDWIDE, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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Options to Purchase Shares of Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
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611742107
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
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Charles Baker
Senior Vice President - Chief Financial Officer
Monster Worldwide, Inc.
622 Third Avenue, 39th Floor
New York, NY 10017
(212) 351-7000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
Copy to:
Martin Nussbaum, Esq.
Dechert LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 698-3500
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee**
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$4,051,474 $124.38
* The "transaction valuation" set forth above is based on the closing market
price on February 28, 2007 of $49.86 per share of common stock of Monster
Worldwide, Inc., and assumes that all eligible existing options to purchase
81,257 shares of common stock of Monster Worldwide, Inc. will be amended
pursuant to this offer, which may not occur. The transaction valuation set
forth above was calculated for the sole purpose of determining the filing
fee, and should not be used or relied upon for any other purpose.
** The amount of the filing fee, calculated in accordance with Rule 0-11 under
the Securities Exchange Act of 1934, as amended, equals $30.70 per million
of transaction valuation.
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|_| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing party: Not applicable.
Date filed: Not applicable.
Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
|_| Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. |_|
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TABLE OF CONTENTS
ITEM 1. SUMMARY TERM SHEET
ITEM 2. SUBJECT COMPANY INFORMATION
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
ITEM 4. TERMS OF THE TRANSACTION
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND ARRANGEMENTS
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
ITEM 10. FINANCIAL STATEMENTS
ITEM 11. ADDITIONAL INFORMATION
ITEM 12. EXHIBITS
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
SIGNATURE
INDEX OF EXHIBITS
EXHIBIT (a)(1)(A)
EXHIBIT (a)(1)(B)
EXHIBIT (a)(1)(C)
EXHIBIT (a)(1)(D)
EXHIBIT (a)(1)(E)
EXHIBIT (a)(1)(F)
EXHIBIT (a)(1)(G)
EXHIBIT (a)(1)(H)
EXHIBIT (a)(1)(I)
EXHIBIT (D)(1)
EXHIBIT (D)(2)
ITEM 1. SUMMARY TERM SHEET.
The information set forth under "Summary Term Sheet" in the Offer to Amend,
dated March 13, 2007 (the "Offer to Amend"), attached hereto as Exhibit
(a)(1)(A), is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the issuer is Monster Worldwide, Inc., a Delaware
corporation (the "Company"); the address of its principal executive offices is
622 Third Avenue, 39th Floor, New York, NY 10017; and its telephone number is
(212) 351-7000. The information set forth in the Offer to Amend under Section 11
("Information Concerning Monster") is incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer by
the Company to amend outstanding "Eligible Options" (as defined in the Offer to
Amend attached hereto as Exhibit (a)(1)(A)) held by individuals subject to
taxation in the United States so they may avoid potential adverse tax
consequences under Internal Revenue Code Section 409A. Each eligible participant
may elect to amend his or her Eligible Options to increase the exercise price
per share of the Company's common stock, par value $.001 per share, purchasable
thereunder and to receive from the Company a Cash Payment (as defined in the
Offer to Amend), all upon the terms and subject to the conditions set forth in
the Offer to Amend and the related form of Letter of Transmittal attached hereto
as Exhibit (a)(1)(B) (the "Letter of Transmittal" and, together with the Offer
to Amend, as they may be amended or supplemented from time to time, the
"Offer"). The Offer is currently set to expire at 11:59 p.m. Eastern Time on
April 10, 2007 but may be extended (the "Expiration Date"). As of March 5, 2007,
Eligible Options to purchase 81,257 shares of the Company's common stock were
outstanding.
The information set forth in the Offer to Amend on the introductory
pages and under "Summary Term Sheet," Section 1 ("Eligible Participants;
Eligible Options; Amendment and Cash Payment; Expiration Date; Additional
Considerations"), Section 3 ("Status of Eligible Options Not Amended"), Section
6 ("Acceptance of Eligible Options for Amendment") and Section 9 ("Source and
Amount of Consideration; Terms of Amended Eligible Options") is incorporated
herein by reference.
(c) The information set forth in the Offer to Amend under Section 8
("Price Range of Common Stock Underlying the Options") is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The Company is the filing person. The information set forth under
Item 2(a) above is incorporated herein by reference. The information set forth
in Schedule I to the Offer to Amend ("Information Concerning the Directors and
Executive Officers of Monster Worldwide, Inc.") is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Offer to Amend on the introductory
pages and under "Summary Term Sheet," Section 1 ("Eligible Participants;
Eligible Options; Amendment and Cash Payment; Expiration Date; Additional
Considerations"), Section 3 ("Status of Eligible Options Not Amended"), Section
4 ("Procedures for Accepting the Offer to Amend Eligible Options"), Section 5
("Withdrawal Rights"), Section 6 ("Acceptance of Eligible Options for
Amendment"), Section 7 ("Conditions of the Offer"), Section 9 ("Source and
Amount of Consideration; Terms of Amended Eligible Options"), Section 10
("Amended Eligible Options Will Not Differ from Eligible Options"), Section 13
("Status of Options Amended by Us in the Offer; Accounting Consequences of the
Offer"), Section 14 ("Legal Matters; Regulatory Approvals"), Section 15
("Material U.S. Federal Income Tax Consequences"), Section 16 ("Extension of the
Offer; Termination; Amendment") and Section 19 ("Forward-Looking Statements;
Miscellaneous"), is incorporated herein by reference.
(b) The information set forth in the Offer to Amend under Section 12
("Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options; and Material Agreements with Directors and Officers") is
incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in the Offer to Amend under Section 12
("Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options; and Material Agreements with Directors and Officers") is
incorporated herein by reference. Monster Worldwide, Inc.'s 1999 Long Term
Incentive Plan, as amended through April 27, 2005, pursuant to which the
Eligible Options have been granted, is incorporated by reference to Exhibit 10.1
to Form 8-K filed with the Securities and Exchange Commission (the "SEC") on
June 17, 2005 and contains information regarding the subject securities.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in the Offer to Amend under Section 2
("Purpose of the Offer") is incorporated herein by reference.
(b) The information set forth in the Offer to Amend under Section 6
("Acceptance of Eligible Options for Amendment") and Section 13 ("Status of
Options Amended by Us in the Offer; Accounting Consequences of the Offer") is
incorporated herein by reference.
(c) Not applicable.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Amend under Section 9
("Source and Amount of Consideration; Terms of Amended Eligible Options") and
Section 17 ("Fees and Expenses") is incorporated herein by reference.
(b) The information set forth in the Offer to Amend under Section 7
("Conditions of the Offer") is incorporated herein by reference.
(d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the Offer to Amend under Section 12
("Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options; and Material Agreements with Directors and Officers") is
incorporated herein by reference.
(b) The information set forth in the Offer to Amend under Section 12
("Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options; and Material Agreements with Directors and Officers") is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
(a) The information set forth in the Offer to Amend under Section 11
("Information Concerning Monster") and Section 18 ("Additional Information") is
incorporated herein by reference. Item 8 ("Financial Statements and
Supplementary Data") of the Company's Annual Report on Form 10-K for its fiscal
year ended December 31, 2006, filed with the SEC on March 1, 2007, including all
material incorporated by reference therein, is incorporated herein by reference.
(b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in the Offer to Amend under Section 12
("Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options; and Material Agreements with Directors and Officers") and Section
14 ("Legal Matters; Regulatory Approvals") is incorporated herein by reference.
(b) Not applicable.
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Amend, dated March 13, 2007.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Withdrawal Form.
(a)(1)(D) Forms of Acknowledgement of Receipt of Letter of
Transmittal/Withdrawal Form.
(a)(1)(E) Form of Reminder of Expiration Date.
(a)(1)(F) Form of Notice of Expiration of Offer.
(a)(1)(G) Form of Amendment to Stock Option Agreement.
(a)(1)(H) Frequently Asked Questions.
(a)(1)(I) Monster Worldwide, Inc. Annual Report on Form 10-K for the
fiscal year ended December 31, 2006, filed with the
Securities and Exchange Commission (the "SEC") on March 1,
2007, is incorporated herein by reference.
(b) Not applicable.
(d)(1) Monster Worldwide, Inc. 1999 Long Term Incentive Plan, as
amended through April 27, 2005, is incorporated herein by
reference from Exhibit 10.1 to Form 8-K, filed with the SEC
on June 17, 2005.
(d)(2) Monster Worldwide, Inc. 1999 Long Term Incentive Plan Form
of Stock Option Agreement is incorporated herein by
reference from Exhibit 10.1 to Form 8-K, filed with the SEC
on December 30, 2004.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
(a) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
MONSTER WORLDWIDE, INC.
By: /s/ Charles Baker
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Charles Baker
Senior Vice President - Chief
Financial Officer
Date: March 13, 2007
INDEX OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(A) Offer to Amend, dated March 13, 2007.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Withdrawal Form.
(a)(1)(D) Forms of Acknowledgement of Receipt of Letter of
Transmittal/Withdrawal Form.
(a)(1)(E) Form of Reminder of Expiration Date.
(a)(1)(F) Form of Notice of Expiration of Offer.
(a)(1)(G) Form of Amendment to Stock Option Award Agreement.
(a)(1)(H) Frequently Asked Questions.
(a)(1)(I) Monster Worldwide, Inc. Annual Report on Form 10-K/A for the year
ended December 31, 2006, filed with the Securities and Exchange
Commission (the "SEC") on March 1, 2007, is incorporated herein
by reference.
(b) Not applicable.
(d)(1) Monster Worldwide, Inc. 1999 Long Term Incentive Plan, as amended
through April 27, 2005, is incorporated herein by reference from
Exhibit 10.1 to Form 8-K, filed with the SEC on June 17, 2005.
(d)(2) Monster Worldwide, Inc. 1999 Long Term Incentive Plan Form of
Stock Option Agreement is incorporated herein by reference from
Exhibit 10.1 to Form 8-K, filed with the SEC on December 30,
2004.
(g) Not applicable.
(h) Not applicable.