UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HEADWAY CORPORATE RESOURCES, INC.
---------------------------------
(Name of Issuer)
Common Stock, $.0001 Par Value
------------------------------
(Title of Class of Securities)
422101105
---------
(CUSIP Number)
James E. Kaye, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 15, 2002
-------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 18 Pages
Exhibit Index: Page 11
SCHEDULE 13D
CUSIP No. 422101105 Page 2 of 18 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MOORE CAPITAL MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
Connecticut
7 Sole Voting Power
0
Number of
Common Shares
Beneficially 8 Shared Voting Power
Owned By 4,653,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,653,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,653,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Common
Shares (See Instructions) [_]
13 Percent of Class Represented By Amount in Row (11)
31.12%
14 Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13D
CUSIP No. 422101105 Page 3 of 18 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
LOUIS M. BACON
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0
Number of
Common Shares
Beneficially 8 Shared Voting Power
Owned By 5,675,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
5,675,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,675,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Common
Shares (See Instructions) [ ]
13 Percent of Class Represented By Amount in Row (11)
35.83%
14 Type of Reporting Person (See Instructions)
IA
SCHEDULE 13D
CUSIP No. 422101105 Page 4 of 18 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
MOORE GLOBAL INVESTMENTS, LTD.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
Bahamas
7 Sole Voting Power
0
Number of
Common Shares
Beneficially 8 Shared Voting Power
Owned By 4,653,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,653,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,653,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Common
Shares (See Instructions) [ ]
13 Percent of Class Represented By Amount in Row (11)
31.12%
14 Type of Reporting Person (See Instructions)
CO
Page 5 of 18 Pages
This Amendment No. 1 to Schedule 13D relates to Common Stock, $.0001
Par Value (the "Common Shares"), of Headway Corporate Resources, Inc. (the
"Issuer"). This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D, dated April 24, 1998 (the "Initial Statement"). This Amendment No.
1 is being filed by the Reporting Person (as defined herein) to report that the
number of Common Shares of which the Reporting Persons may be deemed to be the
beneficial owners has increased by more than one percent of the outstanding
Common Shares of the Issuer. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Initial Statement. The Initial
Statement is supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of (1) Moore Capital
Management, Inc., a Connecticut corporation ("MCM"), (2) Louis M. Bacon ("Mr.
Bacon"), a United States citizen, in his capacity as (a) Chairman and Chief
Executive Officer, director and controlling shareholder of MCM and (b) Chairman
and Chief Executive Officer, director and majority interest holder in Moore
Capital Advisors, LLC ("MCA"), and (3) Moore Global Investments, Ltd., a
Bahamian corporation ("MGI"). MCM, Mr. Bacon and MGI are sometimes collectively
referred to herein as the "Reporting Persons".
MCM, a registered commodity trading advisor serves as discretionary
investment manager to MGI. In such capacities, MCM may be deemed the beneficial
owner of the Common Shares held for the account of MGI. MCA is a New York
limited liability company and a registered commodity trading advisor and
commodity pool operator. MCA serves as general partner and discretionary
investment manager to Remington Investment Strategies, L.P. ("RIS"), a U.S.
partnership. In such capacities, MCA may be deemed the beneficial owner of the
Common Shares held for the account of RIS.
This Statement relates to securities of the Issuer held for the
accounts of MGI and RIS.
Set forth in Annex A hereto and incorporated herein by reference, is
updated information concerning the identity and background of the officers and
directors of MCM.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Item 6 hereof is hereby incorporated by
reference into this Item 3.
The securities held for the accounts of MGI and RIS may be held
through margin accounts maintained with brokers, which extend margin credit as
and when required to open or carry positions in their margin accounts, subject
to applicable federal margin regulations, stock exchange rules and such firms'
credit policies. The securities which may be held in the margin accounts,
including the Common Shares, are pledged as collateral security for the
repayment of debit balances in the respective accounts.
Item 4. Purpose of Transaction.
The information set forth in Item 6 hereof is hereby incorporated by
reference into this Item 4.
The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of his general investment and trading policies, market
conditions or other factors.
Page 6 of 18 Pages
Item 5. Interest in Securities of the Issuer.
(a) (i) Mr. Bacon may be deemed the beneficial owner of
5,675,000 Common Shares (approximately 35.83% of the total number of Common
Shares outstanding assuming the conversion of all of the securities held for the
accounts of MGI and RIS). This number consists of A) 615,000 Common Shares held
for the account of MGI, B) 135,000 Common Shares held for the account of RIS, C)
4,038,500 Common Shares issuable upon the conversion of 205 Series G Preferred
Stock held for the account of MGI and D) 886,500 Common Shares issuable upon the
conversion of 45 Series G Preferred Stock held for the account of RIS.
(ii) MCM and MGI may be deemed the beneficial owner of
4,653,500 Common Shares (approximately 31.12% of the total number of Common
Shares outstanding assuming the conversion of all of the securities held for the
account of MGI). This number consists of A) 615,000 Common Shares held for the
account of MGI and B) 4,038,500 Common Shares issuable upon the conversion of
205 Series G Preferred Stock held for the account of MGI.
(b) (i) Mr. Bacon may be deemed to have the shared power to vote
and the shared power to direct the disposition of the A) 750,000 Common Shares
held for the accounts of MGI and RIS and B) 4,925,000 Common Shares issuable
upon the conversion of the 250 shares of Series G Preferred Stock held for the
accounts of MGI and RIS.
(ii) MCM and MGI may be deemed to have the shared power to
vote and the shared power to direct the disposition of the A) 615,000 Common
Shares held for the account of MGI and B) 4,038,500 Common Shares issuable upon
the conversion of the 205 shares of Series G Preferred Stock held for the
account of MGI.
(c) Except for the transactions described in Item 6 below, which
were effected in privately negotiated transactions, there have been no
transactions with respect to the Common Shares since May 27, 2002 (60 days prior
to the date hereof) by any of the Reporting Persons.
(d) (i) The shareholders of MGI have the right to participate in
the receipt of dividends from, or proceeds from the sale of, Shares held by MGI
in accordance with their ownership interests in MGI.
(ii) The partners of RIS have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares held by RIS
in accordance with their partnership interests in RIS.
(e) Not Applicable.
Page 7 of 18 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On August 24, 2001, MGI, RIS, and the other holders (together with
MGI and RIS, the "Holders") of the Issuer's Increasing Rate Senior Subordinated
Notes (the "Notes") and Series F Preferred Stock entered into a Limited Waiver
and Amendment (the "Limited Waiver") with the Issuer (a copy of which is
incorporated by reference hereto as Exhibit F and incorporated herein by
reference in response to this Item 6). Pursuant to the Limited Waiver, among
other things, the Holders agreed to waive certain events of default under the
terms of the Series F Preferred Stock and the Indenture relating to the Notes.
In consideration for entering into the Limited Waiver, the Holders, including
MGI and RIS, were granted certain warrants to purchase Shares from the Issuer.
Under the initial series of warrants (the "Initial Warrants"), MGI received the
right to subscribe for and purchase up to 205,000 Shares and RIS received the
right to subscribe for and purchase up to 45,000 Shares. The Initial Warrants,
exercisable from September 7, 2001 through September 7, 2006, initially had an
exercise price of $1.10 per share. Under the second series of warrants (the
"First Additional Warrants"), MGI received the right to subscribe for and
purchase up to 235,750 Shares and RIS received the right to subscribe for and
purchase up to 51,750 Shares. The First Additional Warrants, exercisable from
January 2, 2002 through January 2, 2007, have an exercise price of $0.01 per
share. Finally, under the third series of warrants (the "Second Additional
Warrants," and, together with the Initial Warrants and the First Additional
Warrants, the "Warrants"), MGI received the right to subscribe for and purchase
174,250 Shares and RIS received the right to subscribe for and purchase up to
38,250 Shares. The Second Additional Warrants, exercisable from January 2, 2002
through January 2, 2007, initially had an exercise price of $3.05 per share.
In addition, on September 7, 2001, as contemplated by the Limited
Waiver, the Holders entered into an Exchange Agreement (the "Exchange
Agreement") with the Issuer (a copy of which is incorporated by reference hereto
as Exhibit G and incorporated herein by reference in response to this Item 6).
Pursuant to the Exchange Agreement, all of the outstanding shares of Series F
Preferred Stock were exchanged for an equal number of the newly-designated
Series G Preferred Stock. Accordingly, pursuant to the Exchange Agreement, the
205 shares of Series F Preferred Stock held by MGI was converted into 205 shares
of Series G Preferred Stock and the 45 shares of Series F Preferred Stock held
by RIS was converted into 45 shares of Series G Preferred Stock. The terms of
the Series G Preferred Stock are substantially identical to the terms of the
Series F Preferred Stock, except that the terms of the Series G Preferred Stock
contain certain downward conversion price adjustments if the Issuer fails to
make certain scheduled payments of dividends on the Series G Preferred Stock and
certain other payments ("Payments"). The initial conversion price of the Series
G Preferred Stock was $5.58 per share. However, pursuant to the terms of the
Series G Preferred Stock, because the Issuer failed to make certain Payments,
the conversion price of the Series G Preferred Stock has been reduced and is
currently $1.00 per share.
On April 17, 2002, the Holders entered into a Second Limited Waiver
(the "Second Limited Waiver") with the Issuer (a copy of which is incorporated
by reference hereto as Exhibit H and incorporated herein by reference in
response to this Item 6). Pursuant to the Second Limited Waiver, among other
things, the Holders again agreed to waive certain relevant events of default
under the terms of the Series G Preferred Stock and the Indenture relating to
the Notes and in connection therewith, the exercise price of the Initial
Warrants and the Second Additional Warrants were reduced to $0.25 per share.
On May 29, 2002, MGI and RIS received Common Shares upon the
exercise of all of the Warrants held for their accounts.
The foregoing descriptions of the Limited Waiver, the Exchange
Agreement and the Second Limited Waiver do not purport to be complete and are
qualified in their entirety by the terms of such documents which are
incorporated herein by reference.
Except as set forth above, the Reporting Person does not have any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
SIGNATURES
Page 8 of 18 Pages
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: July 26, 2002 LOUIS M. BACON
By: /s/ Stephen R. Nelson
------------------------------
Name Stephen R. Nelson
Title Attorney-in-Fact
MOORE CAPITAL MANAGEMENT, INC.
By: /s/ Stephen R. Nelson
------------------------------
Name Stephen R. Nelson
Title Vice President
MOORE GLOBAL INVESTMENTS, LTD.
By: Moore Capital Management, Inc.
Its Investment Manager
By: /s/ Stephen R. Nelson
------------------------------
Name Stephen R. Nelson
Title Vice President
Page 9 of 18 Pages
ANNEX A
Officers of Moore Capital Management, Inc. ("MCM")
Name/Citizenship Principal Occupation Business Address
---------------- -------------------- ----------------
Louis M. Bacon Director, Chairman 1251 Avenue of the Americas
(United States) Chief Executive Officer New York, New York 10020
M. Elaine Crocker Director & President 1251 Avenue of the Americas
(United States) New York, New York 10020
Michael Melnick Director 1251 Avenue of the Americas
(United States) New York, New York 10020
Christopher Pia Director; Managing Director or 1251 Avenue of the Americas
(United States) Foreign Exchange, Futures and New York, New York 10020
Fixed Income Execution for
MCM and affiliates
Richard Axilron Director; Director of Fixed 1251 Avenue of the Americas
(United States) Income Trading for MCM and New York, New York 10020
affiliates
Kevin F. Shannon Director; Chief Financial 1251 Avenue of the Americas
(United States) Officer for MCM and affiliates New York, New York 10020
Stephen R. Nelson Director; General Counsel of 1251 Avenue of the Americas
(United States) MCM and affiliates New York, New York 10020
Officers of Moore Global Investments Ltd.
Name/Citizenship Principal Occupation Business Address
---------------- -------------------- ----------------
Anthony Stocks Director Citco Fund Services (Curacao)
(United Kingdom) N.V.
Kaya Flamboyan 9
P.O. Box 812
Willemstad, Curacao
Netherlands Antilles
Charles Hansard Director BBV Latinvest Securities
(Republic of Ireland) Limited
1 Angel Court
London
England EC2R 7HJ
Page 10 of 18 Pages
Robert Voges Director Curacao International Trust
(Curacao) Company N.V.
De Ruyterkade 62
P.O. Box 812
Willemstad, Curacao
Netherlands Antilles
Inter Caribbean Director Bahamas Financial Centre
Services (Bahamas) Ltd. P.O. Box CB-13136
(Bahamas) Nassau, Bahamas
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
Page 11 of 18 Pages
EXHIBIT INDEX
Page No.
-------
F. Limited Waiver and Amendment, dated as of August 24, 2001,
by and among, Headway Corporate Resources, Inc., and the
holders listed on the signature pages therein /1/
G. Exchange Agreement, dated as of September 7, 2001,
by and among Headway Corporate Resources, Inc., Banc
of America Securities, LLC, GarMark Partners, L.P.,
Moore Global Investments, Ltd. and Remington
Investment Strategies, L.P............................... 13
H. Second Limited Waiver, dated as of April 17, 2002,
by and among, Headway Corporate Resources, Inc.,
and the holders listed on the signature pages therein /2/
--------
/1/ Filed on November 14, 2001, as Exhibit 4.3 to the Issuer's quarterly
report for the quarter ended September 31, 2001 (Commission File Number
1-16025).
/2/ Filed on April 30, 2002, as Exhibit 4.13 to the Issuer's annual
report for the fiscal year ended December 31, 2001 (Commission File
Number 1-16025).