As filed with the Securities and Exchange Commission on November 9, 2001
Registration No. 333-86485
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
______________
Post-Effective Amendment No. 1 to
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
HEADHUNTER.NET, INC.
(Exact name of registrant as specified in its charter)
Georgia 333 Research Court, Suite 200 58-2403177
(State or other jurisdiction of Norcross, Georgia 30092 (I.R.S. Employer
incorporation or organization) (770) 349-2400 Identification Number)
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
HEADHUNTER.NET, INC. 1998 LONG-TERM INCENTIVE PLAN,
HEADHUNTERS, L.L.C. EMPLOYEE COMMON UNIT OPTION PLAN OPTION AGREEMENTS
HEADHUNTER.NET, INC. NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTS
(Full title of the Plan)
Robert J. McGovern
President and Chief Executive Officer
HEADHUNTER.NET, INC.
333 Research Court, Suite 200
Norcross, Georgia 30092
(770) 349-2400
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Donald L. Toker, Jr.
Hale and Dorr LLP
11951 Freedom Drive, Suite 1400
Reston, VA 20190
DEREGISTRATION OF COMMON STOCK
On September 3, 1999, HeadHunter.NET, Inc. (the "Company") filed a
Registration Statement on Form S-8, Registration No. 333-86485 (the
"Registration Statement"), for the sale of 1,347,250 shares of Common Stock, par
value $.01 (the "Common Stock"), of the Company under the HeadHunter.NET, Inc.
1998 Long-Term Incentive Plan (the "1998 Plan"), the Headhunters, L.L.C.
Employee Common Unit Option Plan Option Agreements (the "Unit Plan Options") and
the HeadHunter.NET, Inc. Non-Employee Director Non-Qualified Stock Option
Agreements (the "Non-Employee Director Options").
On August 24, 2001, Career Holdings, Inc. ("Career Holdings"), CB Merger
Sub, Inc. ("Merger Sub") and the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") providing for the merger pursuant to which
Merger Sub would merge with and into the Company, with the Company surviving as
a wholly owned subsidiary of Career Holdings (the "Merger"). The Merger became
effective on November 7, 2001. Upon consummation of the Merger, each
outstanding share of Common Stock was converted, subject to statutory rights of
appraisal, into the right to receive $9.25.
Under the terms of the Merger Agreement, upon consummation of the Merger,
each Unit Plan Option was cancelled in exchange for a cash payment by the
Company of an amount equal to (i) the excess, if any, of (x) the $9.25 per share
offer price being paid by Career Holdings for shares of the Company's Common
Stock over (y) the exercise price per share subject to such option multiplied by
(ii) the number of shares subject to each option.
Under the terms of the Merger Agreement and the terms of each of the Non-
Employee Director Options, upon consummation of the Merger, each Non-Employee
Director Option was cancelled in exchange for a cash payment by the Company of
an amount equal to (i) the excess, if any, of (x) the $9.25 per share offer
price being paid by Career Holdings for shares of the Company's Common Stock
over (y) the exercise price per share subject to such option multiplied by (ii)
the number of shares subject to each option.
Under the terms of the Merger Agreement and the terms of the 1998 Plan,
upon consummation of the Merger, each outstanding option under the 1998 Plan was
cancelled in exchange for a cash payment by the Company of an amount equal to
(i) the excess, if any, of (x) the $9.25 per share offer price being paid by
Career Holdings for shares of the Company's Common Stock over (y) the exercise
price per share subject to such option multiplied by (ii) the number of shares
subject to each option. The Company also terminated the 1998 Plan upon
consummation of the Merger.
Pursuant to Rule 478(a)(4) under the Securities Act of 1933, as amended
(the "Securities Act"), the Registration Statement is hereby amended to remove
from registration any of the remaining shares of Common Stock which remain
unissued under the 1998 Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Reston, Virginia on November 9, 2001.
HEADHUNTER.NET, INC.
By: /s/ James A. Tholen
--------------------------------
Name: James A. Tholen
Title: Vice President
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 has been signed below
by the following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Robert J. McGovern Director, President and Chief November 9, 2001
- ---------------------- Executive Officer
Robert J. McGovern (Principal Executive Officer)
/s/ Daniel J. Finnigan Director November 9, 2001
- ----------------------
Daniel J. Finnigan
/s/ David D. Hiller Director November 9, 2001
- -----------------------
David D. Hiller
/s/ James A. Tholen Director and Vice President November 9, 2001
- ----------------------- (Principal Financial and
James A. Tholen Accounting Officer)