-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EcIW+K5ZV/w0NE0IhEwty/vySZRk9kvrMwfsKDTZYx1l6PW0wcdO9QTmpNH2tGOG N6NlsXbpYKR7W3RRYAkzYg== 0001188112-07-001040.txt : 20070410 0001188112-07-001040.hdr.sgml : 20070410 20070410172748 ACCESSION NUMBER: 0001188112-07-001040 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070410 DATE AS OF CHANGE: 20070410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MONSTER WORLDWIDE INC CENTRAL INDEX KEY: 0001020416 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 133906555 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49641 FILM NUMBER: 07759655 BUSINESS ADDRESS: STREET 1: 622 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129774200 MAIL ADDRESS: STREET 1: 622 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: TMP WORLDWIDE INC DATE OF NAME CHANGE: 19961001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MONSTER WORLDWIDE INC CENTRAL INDEX KEY: 0001020416 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 133906555 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 622 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129774200 MAIL ADDRESS: STREET 1: 622 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: TMP WORLDWIDE INC DATE OF NAME CHANGE: 19961001 SC TO-I/A 1 e26947sctoia.txt TENDER OFFER ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE TO (Rule 13e-4) ---------- TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ---------- MONSTER WORLDWIDE, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) ---------- Options to Purchase Shares of Common Stock, Par Value $.001 Per Share (Title of Class of Securities) ---------- 611742107 (CUSIP Number of Class of Securities) (Underlying Common Stock) ---------- 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** ---------------------- ---------------------- $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. |_| 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. |_| ================================================================================ This Amendment No. 1 amends and supplements the Schedule TO (the "Schedule TO") filed by Monster Worldwide, Inc. (the "Company") with the Securities and Exchange Commission (the "SEC") on March 13, 2007, relating to an offer by the Company to amend certain stock options granted to its employees under its 1999 Long Term Incentive Plan upon the terms and subject to the conditions set forth in the Offer to Amend, dated March 13, 2007 (the "Offer to Amend"), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the "Letter of Transmittal"), a copy of which is filed herewith as Exhibit (a)(1)(B) (which, together with any amendments thereto, collectively constitute the "Offer"). Capitalized terms used but not otherwise defined shall have the respective meanings assigned to them in the Offer to Amend. The Company has extended the Expiration Date of the Offer to 11:59 p.m., Eastern Time, on April 17, 2007. By April 11, 2007, the Company will distribute to eligible participants in the Offer a notice of extension, a copy of which is attached hereto as Exhibit (a)(1)(J). Except for the extension of the Expiration Date, the Offer remains subject to the terms and conditions set forth in the Offer to Amend, the Letter of Transmittal and other related tender offer materials filed by the Company with the SEC. Items 1, 2 and 4. Items 1, 2 and 4 of the Schedule TO, each of which incorporate by reference information contained in the Offer to Amend, are hereby amended and supplemented as follows: The Company has extended the Expiration Date of the Offer until 11:59 p.m., Eastern Time, on April 17, 2007. The Offer will expire at 11:59 p.m. Eastern Time on April 17, 2007 (unless we extend the Offer). The Eligible Options will be amended on April 18, 2007 (unless we extend the Offer). Item 12. Exhibits Item 12 of the Schedule TO is hereby amended and supplemented by adding the following: (a)(1)(J) Notice of Extension of the Expiration Date of the Offer, dated April 10, 2007. 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/ Jonathan Trumbull --------------------------------------- Jonathan Trumbull Global Controller and Chief Accounting Officer Date: April 10, 2007 INDEX OF EXHIBITS EXHIBIT NUMBER DESCRIPTION - ---------- ----------------------------------------------------------------- (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 of 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. (a)(1)(J)+ Notice of Extension of the Expiration Date of the Offer, dated April 10, 2007. (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. + Filed herewith. * Previously filed. EX-99.(A)(1)(J) 2 e26947ex99_a1j.txt NOTICE OF EXTENSION Exhibit (a)(1)(J) To: Eligible Participants in Monster Worldwide, Inc.'s Offer to Amend the Exercise Price of Certain Stock Options From: Monster Worldwide, Inc. Subject: Extension of the Expiration Date of the Offer to Amend Date: April 10, 2007 - -------------------------------------------------------------------------------- We have decided to extend our offer to amend the exercise price of certain stock options (the "Offer") until 11:59 p.m. Eastern Time on April 17, 2007. Accordingly, the new Expiration Date of the Offer (as described in the Offer to Amend dated March 13, 2007) is April 17, 2007. If you have already submitted a properly completed Letter of Transmittal in accordance with the terms of the Offer and do not wish to change your decision to participate in the Offer, you do not need to do anything at this time. If you wish to withdraw your acceptance of the Offer, you may do so at any time before 11:59 p.m., Eastern Time, on April 17, 2007. If you wish to amend your Eligible Options in accordance with the terms of the Offer and have not already responded by submitting a properly completed and signed Letter of Transmittal in accordance with the terms of the Offer, you must deliver the Letter of Transmittal before 11:59 p.m., Eastern Time, on April 17, 2007 via facsimile to The Altman Group, Inc., Attn.: Jason Vinick, at facsimile number (210) 460-0050. In connection with the Offer, you previously received: (1) the Offer to Amend dated March 13, 2007; (2) the related Letter of Transmittal; (3) a Withdrawal Form; and (4) a document titled Frequently Asked Questions. If you wish to request additional copies of these documents, please contact Jason Vinick at The Altman Group, Inc. at (201) 806-2208. -----END PRIVACY-ENHANCED MESSAGE-----