UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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):  January 31, 2008

 

MONSTER WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-21571

 

13-3906555

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

622 Third Avenue

 

 

New York, NY

 

10017

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (212) 351-7000

 

 

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):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 



 

 

ITEM 5.02     DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

                        APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF

                        CERTAIN OFFICERS.

 

(d)           On January 31, 2008, Edmund P. Giambastiani, Jr. (U.S. Navy, Retired) accepted his appointment to the Board of Directors (“Board”) of Monster Worldwide, Inc. (the “Company”).  The Board determined that Admiral Giambastiani qualifies as an “independent director” under the requirements of The Nasdaq Stock Market, Inc. Marketplace Rules.  There were no arrangements or understandings pursuant to which Admiral Giambastiani was appointed as a director, and there are no related party transactions between the Company and Admiral Giambastiani.  Admiral Giambastiani has not at this time been appointed to any committee of the Board.

 

A copy of the press release, dated February 4, 2008, announcing the appointment of Admiral Giambastiani to the Board is attached hereto as Exhibit 99.1.

 

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

                99.1 Press Release, dated February 4, 2008.

 

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.

 

 

MONSTER WORLDWIDE, INC.

 

(Registrant)

 

 

 

 

 

By:

/s/ Timothy T. Yates

 

 

Name:

Timothy T. Yates

 

Title:

Executive Vice President and Chief

Financial Officer

 

 

Date: February 4, 2008