UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
HeadHunter.NET, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
422077107
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(CUSIP Number)
Barry J. Wagner, Esq.
General Counsel
Omnicom Group Inc.
437 Madison Avenue, 9th Floor
New York, New York 10022
(212) 415-3600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 27, 2001
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(Date of Event which Requires Filing of this Statement)
If the reporting person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|
(Page 1 of 5 Pages)
This amendment amends and supplements the information set forth in the
Statement on Schedule 13D filed on July 31, 2000 (as previously amended, the
"Schedule 13D"), by Omnicom Group Inc. (the "Reporting Person") relating to
common stock of HeadHunter.NET, Inc. ("Headhunter") received in a business
combination transaction. In addition to the Items specified below, each other
item of the Schedule 13D to which the information set forth below is relevant is
amended thereby.
Item 2. Identity and Background.
Bernard Hodes Group Inc. ("BHG"), a wholly owned subsidiary of the
Reporting Person and the nominal owner of the Headhunter common shares to which
this Schedule 13D relates, has been omitted as a reporting person in as much as,
as a wholly owned subsidiary of the Reporting Person, only Omnicom has actual
voting or dispositive power with respect to the shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
At Headhunter's request, Headhunter and the Reporting Person (through a
wholly owned subsidiary) amended the $10.0 million Credit Agreement entered into
at the time of the Headhunter/CareerMosaic merger. Among other things, the
amendment extended the maturity date to June 30, 2004 and permits, subject to
certain conditions and limitations, the loan to be converted into Headhunter
common stock beginning July 1, 2001. The number of shares into which the loan
may become convertible and the conversion price per share are indeterminable
because they depend on future events, including the market price for Headhunter
common stock.
Copies of the amended credit agreement and certain other amended
agreements entered into in connection therewith are filed as exhibits hereto and
are incorporated herein by reference. The foregoing description is qualified in
its entirety by reference thereto.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended as follows:
Exhibit 1: Merger Agreement, as amended (incorporated by reference to Exhibit
2.2 to HeadHunter.NET, Inc.'s Form S-4, as filed with the SEC on
June 19, 2000).
Exhibit 2: Amended and Restated Shareholders' Agreement (incorporated by
reference to Exhibit 10.13 to HeadHunter.NET, Inc.'s Form 10-K, as
filed with the SEC on February 28, 2001).
Exhibit 3: Waiver (incorporated by reference to Exhibit 3 to the Schedule 13D
filed with the SEC on August 1, 2000).
Exhibit 4: Amended and Restated Registration Rights Agreement (incorporated by
reference to Exhibit 10.12 to HeadHunter.NET, Inc.'s Form 10-K, as
filed with the SEC on February 28, 2001).
(Page 2 of 5 Pages)
Exhibit 5: Amended and Restated Credit Agreement (incorporated by reference to
Exhibit 10.14 to HeadHunter.NET, Inc.'s Form 10-K, as filed with the
SEC on February 28, 2001).
Exhibit 6: Stock Transfer Agreement (incorporated by reference to Exhibit 7 to
Amendment No. 3 to Schedule 13D, as filed with the SEC on January 8,
2001).
(Page 3 of 5 Pages)
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct, and agrees that this Statement may be
filed on behalf of the undersigned by Omnicom Group Inc.
OMNICOM GROUP INC.
By: /s/ RANDALL J. WEISENBURGER
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Executive Vice President
Date: March 1, 2001
(Page 4 of 5 Pages)
EXHIBIT INDEX
Exhibit 1: Merger Agreement, as amended (incorporated by reference to Exhibit
2.2 to HeadHunter.NET, Inc.'s Form S-4, as filed with the SEC on
June 19, 2000).
Exhibit 2: Amended and Restated Shareholders' Agreement (incorporated by
reference to Exhibit 10.13 to HeadHunter.NET, Inc.'s Form 10-K, as
filed with the SEC on February 28, 2001).
Exhibit 3: Waiver (incorporated by reference to Exhibit 3 to the Schedule 13D
filed with the SEC on August 1, 2000).
Exhibit 4: Amended and Restated Registration Rights Agreement (incorporated by
reference to Exhibit 10.12 to HeadHunter.NET, Inc.'s Form 10-K, as
filed with the SEC on February 28, 2001).
Exhibit 5: Amended and Restated Credit Agreement (incorporated by reference to
Exhibit 10.14 to HeadHunter.NET, Inc.'s Form 10-K, as filed with the
SEC on February 28, 2001).
Exhibit 6: Stock Transfer Agreement (incorporated by reference to Exhibit 7 to
Amendment No. 3 to Schedule 13D, as filed with the SEC on January 8,
2001).
(Page 5 of 5 Pages)