SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 12 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 25, 2000
HOTJOBS.COM, LTD.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-26891 13-3931821
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
25 WEST 40TH STREET, 14TH FLOOR, NEW YORK, NY 10018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 699-5300
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 6 Pages
(Exhibit Index appears on page 6)
ITEM 5. OTHER EVENTS.
On April 25, 2000, HotJobs.com, Ltd., a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and among the Company, Resumix Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of the Company ("Sub"), Resumix, Inc.,
a Delaware corporation (the "Resumix"), and certain stockholders of Resumix
owning in the aggregate approximately 99.1% of the outstanding shares of capital
stock of Resumix (the "Stockholders"), providing for the acquisition of Resumix
by the Company. Pursuant to the Merger Agreement, following the satisfaction of
the conditions contained therein, Sub will be merged with and into Resumix with
Resumix continuing as the surviving corporation wholly-owned by the Company (the
"Merger"). The boards of directors of the Company and Resumix, and the
stockholders of Resumix, have each approved the Merger Agreement and there are
no remaining corporate approvals necessary for consummation of the Merger. The
stockholders of Resumix (other than the Stockholders) will be entitled to
exercise appraisal rights with respect to their shares under the Delaware
General Corporation Law.
In the Merger, the Stockholders and any other stockholder of Resumix
who satisfies the Company that such stockholder is an "accredited investor" (for
purposes of the Securities Act of 1933) shall receive, in exchange for their
outstanding shares of preferred stock and common stock of Resumix, a number of
shares of common stock of the Company determined by multiplying the number of
shares of common and preferred stock of Resumix held by them by .2352941 (the
"Conversion Number"). As a result, assuming that the Stockholders are the only
stockholders of Resumix who are "accredited investors", the Company will issue
3,560,019 shares of common stock of the Company in the Merger. Any stockholders
of Resumix who are not "accredited investors" will receive in the Merger, in
exchange for each of their shares of common stock of Resumix, an amount in cash
equal to the average price of the common stock of the Company for the 10 trading
days ending on and including the third trading day prior to the closing of the
Merger multiplied by the Conversion Number. Based on the current market price of
the common stock of the Company, and assuming that no Resumix stock options are
exercised prior to the effectiveness of the Merger, the Company would pay
approximately $400,000 to these stockholders in the Merger.
In addition, upon the effectiveness of the Merger, the Company will
assume all stock options outstanding under Resumix's employee stock option
plans. Following the Merger, 1,107,149 shares of common stock of the Company
will be issuable (subject to vesting) upon exercise of these options at exercise
prices ranging from $1.40 to $12.25.
The Merger Agreement contains customary representations and warranties
of the parties, which generally will survive the effectiveness of the Merger for
a period of one year. The Stockholders have agreed to indemnify the Company for
losses incurred in connection with breaches of these representations and
warranties and will deposit 359,282 shares of common stock of the Company
received in the Merger in an escrow account to fund this obligation. In
addition, pursuant to the Merger Agreement, Resumix has agreed to operate its
business in the ordinary course pending consummation of the Merger. The
consummation of the Merger is conditioned on the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust
Improvements Act. Either party may terminate the Merger Agreement if the Merger
is not consummated on or prior to July 31, 2000. The parties anticipate that the
Merger will be completed in May, 2000.
The Company has agreed to enter into a Registration Rights Agreement
with the Stockholders (the "Registration Rights Agreement") upon the closing of
the Merger. The Registration Rights Agreement will require the Company to file
with the Securities and Exchange Commission, not later than August 31, 2000, a
shelf registration statement under the Securities Act of 1933 registering the
shares of common stock of the Company to be issued to the Stockholders in the
Merger for resale in open market or privately negotiated transactions.
Simultaneously with the signing of the Merger Agreement, Stephen
Ciesinski, the Chief Executive Officer of Resumix, entered into an employment
agreement with the Company (which will become effective only upon consummation
of the Merger) to serve as the President and Chief Executive Officer of the
Company's Enterprise Software subsidiary and Executive Vice President, Planning
and Strategy of the Company (the "Ciesinski Employment Agreement"). In addition,
certain other employees of Resumix entered into employment agreements with
Resumix providing for their continued employment following consummation of the
Merger (collectively, the "Officer Employment Agreements").
The Merger Agreement is attached hereto as Exhibit 2, the Registration
Rights Agreement and the Escrow Agreement are attached to the Merger Agreement
as Exhibit A and Exhibit B thereto, respectively, and the Ciesinski Employment
Agreement and the form of the Officer Employment Agreements are attached hereto
as Exhibits 10(a) and 10(b), respectively. The foregoing descriptions of the
Merger Agreement, the Registration Rights Agreement and the Escrow Agreement,
and the Ciesinski Employment Agreement and the Officer Employment Agreements are
qualified in their entirety by reference to such exhibits, which are
incorporated herein by reference.
Additional information with respect to the Merger is included in the
press release issued April 25, 2000 by the Company and attached hereto as
Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) EXHIBIT NO. DESCRIPTION
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(2) Agreement and Plan of Merger, dated as of
April 25, 2000, by and among HotJobs.com, Ltd.,
Resumix Acquisition Corp., Resumix, Inc., Ceridian
Corporation, General Atlantic Partners 48, L.P.,
GAP Coinvestment Partners, L.P., General Atlantic
Partners 60, L.P., GAP Coinvestment Partners II,
L.P., Double Diamond Associates, LLC and Stephen
J. Ciesinski.
(10(a)) Employment Agreement by and between HotJobs.com, Ltd.
and Stephen J. Ciesinski dated as of April 25, 2000.
(10(b)) Form of Officer Employment Agreement.
(99) Press Release dated April 25, 2000.
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.
HOTJOBS.COM, LTD.
Date: May 1, 2000 By: /s/ Richard S. Johnson
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Name: Richard S. Johnson
Title: President and Chief
Executive Officer
HOTJOBS.COM, LTD.
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
EXHIBIT
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(2) Agreement and Plan of Merger, dated as of
April 25, 2000, by and among HotJobs.com, Ltd.,
Resumix Acquisition Corp., Resumix, Inc., Ceridian
Corporation, General Atlantic Partners 48, L.P.,
GAP Coinvestment Partners, L.P., General Atlantic
Partners 60, L.P., GAP Coinvestment Partners II,
L.P., Double Diamond Associates, LLC and Stephen
J. Ciesinski.
(10(a)) Employment Agreement by and between HotJobs.com, Ltd.
and Stephen J. Ciesinski dated as of April 25, 2000.
(10(b)) Form of Officer Employment Agreement.
(99) Press Release dated April 25, 2000.