As filed with the Securities and Exchange Commission on June 24, 2009

Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Monster Worldwide, Inc.

(Exact name of registrant as specified in its charter)

Delaware		13-3906555
(State or Other Jurisdiction of Incorporation		(I.R.S. Employer Identification No.)
or Organization)

622 Third Avenue
New York, New York 10017
(Address of Principal Executive Offices)

MONSTER WORLDWIDE, INC. 2008 EQUITY INCENTIVE PLAN
(Full Title of the Plan)

Michael C. Miller
Executive Vice President, General Counsel & Secretary
622 Third Avenue
New York, NY 10017
(212) 351-7000
(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Proposed maximum

Proposed maximum

Amount of

Title of securities to be

Amount to be

offering price per

aggregate offering

registration

registered

registered(1)

share(2)

price(2)

fee(3)

Common Stock, par value $0.001 per share

2,710,000

$

11.53

$

31,246,300

$

1,744

 

 

EXPLANATORY STATEMENT

     Incorporation by Reference. This Registration Statement is filed pursuant to General Instruction E to Form S-8. The contents of the Registration Statement on Form S-8 filed previously on June 5, 2008 (File No. 333-151430) are incorporated herein by reference and made a part hereof.

     Registration of Additional Shares of Common Stock Under the Plan. This Registration Statement on Form S-8 is filed by Monster Worldwide, Inc. (the “Company”) to register an additional 2,710,000 shares of the Company’s common stock, par value $0.001 per share, which may be awarded under the Company’s 2008 Equity Incentive Plan, as amended.

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”) are hereby incorporated by reference in this Registration Statement:

     (a) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Commission on February 12, 2009, which contains audited consolidated financial statements for the most recent fiscal year for which such statements have been filed;

     (b) the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009, filed with the Commission on May 6, 2009;

     (c) the Company’s Current Reports on Form 8-K, filed with the Commission on January 29, 2009, February 27, 2009, April 30, 2009, May 18, 2009 and June 5, 2009; and

     (d) the description of the Company’s common stock contained in the Registration Statement on Form 8-A, filed with the Commission on November 6, 2008, including any amendment or report filed to update such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after 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 the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference in this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.

Item 8. Exhibits.

The following exhibits are filed as part of this Registration Statement.

Exhibit
Number		Description
5.1		Opinion of Dechert LLP
15.1		Letter from BDO Seidman, LLP regarding unaudited interim consolidated financial statements.
23.1		Consent of BDO Seidman, LLP
23.2		Consent of Dechert LLP (included in the opinion filed as Exhibit 5.1)
24.1		Power of Attorney (included on the signature page hereto)
99.1		Monster Worldwide, Inc. 2008 Equity Incentive Plan, as amended as of April 28, 2009 (filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 29, 2009 and incorporated herein by reference)

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 the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of New York, State of New York, on this 24th day of June, 2009.

POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes Salvatore Iannuzzi and Timothy T. Yates, or either of them, as attorneys-in-fact with the power of substitution, to execute in the name of and on behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this Registration Statement, including any and all post-effective amendments.

     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 dates indicated.

Signature		Title		Date
/s/ Salvatore Iannuzzi   Salvatore Iannuzzi		Chairman, President and Chief Executive Officer (principal executive officer)		June 24, 2009
/s/ Timothy T. Yates   Timothy T. Yates		Director, Executive Vice President and Chief Financial Officer (principal financial officer)		June 24, 2009
/s/ Robert J. Chrenc   Robert J. Chrenc		Director		June 24, 2009
/s/ John Gaulding   John Gaulding		Director		June 24, 2009
/s/ Edmund P. Giambastiani, Jr.   Edmund P. Giambastiani, Jr.		Director		June 24, 2009
/s/ Ronald J. Kramer   Ronald J. Kramer		Director		June 24, 2009
/s/ Robert Tunioli   Robert Tunioli		Director		June 24, 2009