UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
  
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 21, 2015
 
DHI Group, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-33584
20-3179218
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
1040 Avenue of the Americas, 8th Floor
New York, NY 10018
(Address of principal executive offices, including zip code)
 
(212) 725-6550
(Registrant's telephone number, including area code)
 
Dice Holdings, Inc.
(Former name or former address, if changed since last report)
  
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):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Effective April 21, 2015, Dice Holdings, Inc. amended its Amended and Restated Certificate of Incorporation to change its corporate name to DHI Group, Inc. (the “Company”). The corporate name change was effected pursuant to Section 242 of the Delaware General Corporation Law by filing a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State.

In connection with the corporate name change, the CUSIP number for the Company’s common stock will change to: 23331S 100. The Company’s common stock will continue to trade on the New York Stock Exchange under the ticker symbol “DHX.”
 
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein. On April 21, 2015, the Company issued a press release to announce its name change, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
 
Item 9.01.    Financial Statements and Exhibits.
 
(d)
Exhibits
 
 
3.1
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Dice Holdings, Inc., effective April 21, 2015.
 
99.1 Press Release, dated April 21, 2015.
 
 
 
 
 
 


 
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.
 
 
 
DHI GROUP, INC.
 
 
 
 
 
 
 
By:
/s/ Brian Campbell                  
 
 
 
Name: Brian Campbell
 
 
 
Title: Vice President, Business and Legal Affairs and General Counsel
 
 
 
 
 
 
Date: April 21, 2015
 
 
 
 
 
 
EXHIBIT INDEX
 
 
 
     
 
 
 
 
 
 
EXHIBIT 3.1
 
CERTIFICATE OF AMENDMENT
 
TO THE
 
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
OF
 
DICE HOLDINGS, INC.
 
Dated: April 16, 2015

Pursuant to Section 242 of the General
Corporation Law of the State of Delaware

The undersigned officer of Dice Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), hereby certifies as follows:
 
FIRST:  The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting Section 1 and inserting the following in lieu thereof:
 
1. Name . The name of the corporation is “DHI Group, Inc.”
 
SECOND:  The foregoing amendment was duly adopted pursuant to Section 242 of the General Corporation Law of the State of Delaware.
 
THIRD: The effective date of the foregoing amendment shall be April 21, 2015.
 
[ The remainder of this page has intentionally been left blank. ]
 
 
IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by its duly authorized officer as of the date first written above.
 
  DICE HOLDINGS, INC.  
 
       
 
By:
/s/ Brian P. Campbell  
    Name: Brian P. Campbell  
    Title:
Vice President, Business and
Legal Affairs, General
Counsel and Secretary
 
       
 
 

 
 
 
 
 
 
[ Signature Page to Certificate of Amendment to Amended and Restated Certificate of Incorporation ]
EXHIBIT 99.1
 
 
 
Dice Holdings, Inc. Changes Its Name to DHI Group, Inc.
New name reflects the Company’s evolution into a more diversified portfolio of
specialized websites and services
CONFIDENTIAL

New York, New York, April 21, 2015 - Dice Holdings, Inc. (NYSE: DHX), a leading provider of specialized websites and services for professional communities, today announced that it has changed its name to DHI Group, Inc. (“DHI,” the “Company”).
The DHI name embodies the Company’s focus on Delivering   Hire   Insights to employers and professionals and better represents the evolution of the Company into a diverse portfolio of specialized websites and services that serve targeted constituents and are unified under one corporate umbrella.  DHI now has its own distinct identity, allowing the Company’s Dice brand to continue reinforcing its position as the leading digital career resource for technology and engineering professionals.
The brand names and positioning of the Company’s specialized websites and services, each of which provides unique value to employers and professionals, will remain unchanged.
“We are very excited to announce our new Company name and positioning,” said Michael Durney, DHI’s President and CEO. “Our organization has undergone tremendous transformation over the past several years.  We began as the Dice business nearly 25 years ago and have developed and expanded to serving multiple specialty verticals, with new products and services that will further expand our market opportunity.”
“Today, we have a clear, multi-brand business strategy.  We are the go-to specialty destination for organizations and professionals to help employers efficiently find, engage with and recruit the most relevant talent, and to help professionals manage their career
 
 
lifecycle.  We believe it is the right time to change our name to one that reflects the globally unified company we have become,” Mr. Durney concluded.
DHI’s Key Brands Include:
Dice
eFinancialCareers
Rigzone
HealtheCareers
Hcareers
ClearanceJobs
BioSpace
WorkDigital
 
Management to Ring The Closing Bell® at the New York Stock Exchange
DHI’s CEO, Michael Durney, will ring The Closing Bell at the New York Stock Exchange (“NYSE”) today to celebrate the Company’s name change.  He will be joined by employees representing the Company’s various brands.  The Closing Bell will ring at 4:00 PM Eastern Time and can be viewed live on the NYSE’s website at https://www.nyse.com/bell .  Photos and video of the NYSE Bell Ringing Ceremony will be available, courtesy of the NYSE, on Facebook (NYSE) and Twitter (@NYSE).
DHI has retained the ticker symbol DHX with the New York Stock Exchange and expects trading to continue as usual.
About DHI Group, Inc.
DHI Group, Inc. (NYSE: DHX) (formerly known as Dice Holdings, Inc.) is a leading provider of specialized websites and services for professional communities including technology and security clearance, financial services, energy, healthcare and hospitality. Our mission is to empower professionals and organizations to compete and win through specialized insights and relevant connections. Employers and recruiters use our websites and services to source and hire the most qualified professionals in select and highly-skilled occupations, while professionals use our websites and services to find the best employment opportunities in and most timely news and information about their respective areas of expertise. For almost 25 years, we have built our company on providing employers and recruiters with efficient access to high-quality, unique professional communities and offering the professionals in those communities access to highly-relevant career opportunities, news, tools and information. Today, we serve multiple markets primarily located throughout North America, Europe and the Asia Pacific region.
Investor Contact:
Media Contact:
DHI Group, Inc.
DHI Group, Inc.
Jennifer Milan, 212-448-4181
Courtney Chamberlain, 212-448-8288
Director, Investor Relations
Associate, Public Relations & Investor Relations
ir@dhigroupinc.com
media@dhigroupinc.com