As filed with the Securities and Exchange Commission on January 27, 2010

Registration No. 333-_________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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Dice Holdings, Inc.

(Exact name of registrant as specified in its charter)

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1040 Avenue of the Americas, 16th Floor

New York, New York 10018

(Address, including zip code, of principal executive offices)

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Dice Holdings, Inc. 2007 Equity Award Plan

 

(Full title of the plan)

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Scot W. Melland

President and Chief Executive Officer

Dice Holdings, Inc.

1040 Avenue of the Americas, 16th Floor

New York, New York 10018

(212) 725-6550

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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COPIES TO:

 

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.

 

 

EXPLANATORY NOTE

Dice Holdings, Inc. has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, or the Securities Act, to register an additional 1,479,070 shares of its common stock, par value $0.01 per share, which we refer to as the common stock, that are reserved for issuance in respect of awards to be granted under the Dice Holdings, Inc. 2007 Equity Award Plan, which we refer to as the 2007 Plan. These additional shares have become authorized for issuance under the 2007 Plan as a result of the operation of the “evergreen” provision contained in such plan, which provides for annual increases in the shares authorized for issuance under the 2007 Plan pursuant to a specified formula. Following the registration of these additional shares, we will have registered an aggregate of 6,287,174 shares to be issued under the 2007 Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Pursuant to General Instruction E to Form S-8, the contents of our Registration Statements on Form S-8 (File Nos. 333-144826, 333-151456 and 333-157122) previously filed by us with the Securities and Exchange Commission on July 24, 2007, June 5, 2008 and February 5, 2009, respectively, with respect to the shares of common stock to be issued upon exercise of outstanding options under the 2007 Plan are incorporated by reference into this Registration Statement.

The following documents filed with the Commission by us are also incorporated by reference in this Registration Statement:

 

In addition, all reports and documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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.

 

Exhibits

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, Dice Holdings, Inc. 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 New York, State of New York, on January 27, 2010.

 

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Scot W. Melland, Michael P. Durney and Brian P. Campbell, acting singly, his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his 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, and (iii) 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 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, this Registration Statement has been signed below on January 27, 2010 by the following persons in the capacities indicated.

 

 

 

 

 

INDEX TO EXHIBITS

 

 

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