23.01.2008 16:12:00
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Monster Worldwide Announces Terms of Settlement with Andrew J. McKelvey, Former Chairman and Chief Executive Officer of the Company
Monster Worldwide, Inc. (NASDAQ: MNST) today announced that it has
entered into a Memorandum of Understanding with Andrew J. McKelvey
providing for the settlement of claims asserted against Mr. McKelvey on
behalf of the Company. The settlement provides that Mr. McKelvey will
pay the Company eight million dollars and convert the 4,762,000 shares
of Class B Common Stock owned by him for a like number of ordinary
shares of Common Stock. The effect of the conversion of his shares of
Class B Common Stock will be to reduce his voting power from
approximately 31.01% to 7.38%.
The Memorandum of Understanding, which has been approved by the Special
Litigation Committee of the Board of the Directors, calls for the
execution of a Settlement Agreement primarily resolving the Company’s
claims against Mr. McKelvey in the outstanding derivative actions
relating to the improper backdating of stock options. The Settlement
Agreement will be subject to court approval.
Mr. McKelvey has agreed that, pending court approval of the settlement,
he will be entitled to vote only one-tenth of the shares of Class B
Common Stock beneficially owned by him on all matters submitted to the
holders of Common Stock for their vote, approval, waiver or consent. The
remaining nine-tenths of the shares of Class B Common Stock beneficially
owned by Mr. McKelvey will be voted in the same way as the votes cast by
the other shareholders.
"Today’s
announcement marks another step forward in the Company’s
efforts to resolve its outstanding litigation and to put behind it the
allegations regarding the prior management’s
practices with respect to stock option grants, which have been an
ongoing distraction to our customers, employees and investors,”
said Sal Iannuzzi, Chairman and Chief Executive Officer of the Company. "This
settlement will result in a significant increase in the voice of the
Company’s other investors, allow our employees
to focus on the needs of our customers and is a confirmation of Monster’s
commitment to the achievement of world class corporate governance,”
added Mr. Iannuzzi.
About Monster Worldwide
Monster Worldwide, Inc. (NASDAQ: MNST), parent company of Monster, the
premier global online employment solution for more than a decade,
strives to inspire people to improve their lives. With a local presence
in key markets in North America, Europe, and Asia, Monster works for
everyone by connecting employers with quality job seekers at all levels
and by providing personalized career advice to consumers globally.
Through online media sites and services, Monster delivers vast, highly
targeted audiences to advertisers. Monster Worldwide is a member of the
S&P 500 index and the Nasdaq 100. To learn more about Monster’s
industry-leading products and services, visit www.monster.com.
More information about Monster worldwide is available at www.monsterworldwide.com.
Special Note: Safe Harbor Statement Under the Private Securities
Litigation Reform Act of 1995: Except for historical information
contained herein, the statements made in this release constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Such forward-looking statements involve certain risks and
uncertainties, including statements regarding Monster Worldwide, Inc.'s
strategic direction, prospects and future results. Certain factors,
including factors outside of Monster Worldwide's control, may cause
actual results to differ materially from those contained in the forward-
looking statements, including economic and other conditions in the
markets in which Monster Worldwide operates, risks associated with
acquisitions, competition, seasonality and the other risks discussed in
Monster Worldwide's Form 10-K and other filings made with the Securities
and Exchange Commission, which discussions are incorporated in this
release by reference.
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