Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
On October 17, 2016, Monster Worldwide, Inc. (the Company) issued a
press release reporting the record date set by the Companys Board in connection with MediaNews Group, Inc.s proposed consent solicitation. A copy of the Companys press release is attached hereto as Exhibit 99.1.
Cautionary Statement Regarding Forward-Looking Statements
Statements in the press release regarding the planned transaction, the expected timetable for completing the planned transaction, future financial and
operating results, future capital structure and liquidity, benefits of the planned transaction, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects of the board or management of Monster
Worldwide, Inc. (Monster) include forward-looking statements. Any statements that are not statements of historical fact (including statements containing the words expects, intends, anticipates,
estimates, predicts, believes, should, potential, may, forecast, objective, plan, or targets and other similar expressions) are
intended to identify forward-looking statements. There are a number of factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: uncertainties as to the timing of
completion of the planned transaction, the ability to obtain requisite regulatory approvals, the tender of a majority of the outstanding shares of common stock of Monster, the possibility that competing offers will be made and the satisfaction or
waiver of the other conditions to the consummation of the planned transaction; the potential impact of the announcement or consummation of the planned transaction on relationships, including with employees, suppliers and customers; and the other
factors and financial, operational and legal risks or uncertainties described in Monsters public filings with the Securities and Exchange Commission (the SEC), including the Risk Factors sections of Monsters
Annual Report on Form 10-K for the year ended December 31, 2015 and subsequent Quarterly Reports on Form 10-Q, as well as the tender offer documents filed and to be filed by Randstad North America, Inc., Randstad Holding nv and Monster.
Forward-looking statements speak only as of the date the statement was made.
Additional Information and Where to Find It
Randstad North America, Inc.s tender offer for shares of Monsters common stock commenced on September 6, 2016, and, in connection with the
offer, Randstad North America, Inc., its parent, Randstad Holding nv, and its subsidiary, Merlin Global Acquisition, Inc., filed a tender offer statement on Schedule TO with the SEC and Monster filed a solicitation/recommendation statement on
Schedule 14D-9 with the SEC.
Monsters stockholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and related tender offer documents) and the related
solicitation/recommendation statement on Schedule 14D-9 filed by Monster with the SEC because they contain important information about the proposed transaction.
These documents are available at no charge on the SECs website at www.sec.gov.
In addition, copies of the offer to purchase, letter of transmittal and other related materials are available free of charge by contacting MacKenzie Partners, Inc., the information agent for the tender offer, toll-free at (800) 322-2885 (or at
+1 212-929-5500 collect if you are located outside the U.S. and Canada), or by email to monster@mackenziepartners.com.
Monster and its directors and
executive officers may be deemed to be participants in the solicitation of consent revocations from Monster stockholders in connection with the consent solicitation conducted by MediaNews Group, Inc. and certain of its affiliates. Information about
Monster officers and directors and their ownership of Monster shares is set forth in the proxy statement for Monsters 2016 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2016. Information about Monster officers
and directors is set forth in Monsters Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on February 11, 2016. Investors and security holders may obtain more detailed information regarding
the direct and indirect interests of the participants in the solicitation of consent revocations in connection with the consent solicitation conducted by MediaNews Group, Inc. and certain of its affiliates by reading the preliminary and definitive
consent revocation statements regarding the transaction, which may be filed by Monster with the SEC.
In connection with the consent solicitation, Monster
filed a preliminary consent revocation statement with the SEC on October 7, 2016 in response to the consent solicitation.
Monsters stockholders are strongly advised to read such consent revocation statement (including any amendments or
supplements thereto) and any other relevant documents that Monster will file with the SEC if they become available because they contain
important information.
If filed with the SEC, these documents will be available at no charge on the SECs website at www.sec.gov.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits.
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99.1
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Press Release of the Company Issued on October 17, 2016, Reporting the Record Date Set by the Companys Board for MNGs Proposed Consent Solicitation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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MONSTER WORLDWIDE, INC.
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(Registrant)
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By:
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/s/ Michael C. Miller
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Name:
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Michael C. Miller
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Title:
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Executive Vice President, General Counsel and Secretary
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Date: October 17, 2016
EXHIBIT INDEX
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Exhibit
Number
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Description
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99.1
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Press Release of the Company Issued on October 17, 2016, Reporting the Record Date Set by the Companys Board for MNGs Proposed Consent Solicitation.
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