SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported)
November 6, 2001
HEADHUNTER.NET, INC.
(Exact name of Registrant as specified in its charter)
Georgia 000-27003 58-2403177
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
333 Research Court, Suite 200, Norcross, Georgia 30092
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(Address of Principal Executive Office) (Zip Code)
(800) 891-8880
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(Registrant's telephone number, including area code)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
Pursuant to an Agreement and Plan of Merger, dated August 24, 2001
(the "Merger Agreement"), by and among HeadHunter.NET, Inc., a Georgia
corporation ("Registrant"), Career Holdings, Inc., a Delaware corporation
("Career Holdings"), and CB Merger Sub, Inc., a Georgia corporation and a wholly
owned subsidiary of Career Holdings ("Purchaser"), Purchaser commenced a tender
offer (the "Offer") on August 31, 2001 for all the outstanding shares of common
stock, including associated junior participating preferred stock purchase
rights, of Registrant (the "Shares") at a price of $9.25 in cash per Share,
without interest.
The Offer expired at 5:00 p.m., New York City time, on November 6,
2001. According to a report from American Stock Transfer & Trust Company, the
depositary for the Offer, a total of approximately 20,423,098 Shares, or
approximately 99.9% of the outstanding Shares, were tendered pursuant to the
Offer. Following expiration of the Offer, Purchaser accepted for payment and
paid for all validly tendered Shares resulting in a change in control of
Registrant.
The consummation of the Offer and acceptance for payment by Purchaser
of the Shares validly tendered pursuant thereto was announced by Career Holdings
in a press release, dated November 7, 2001. A copy of such press release is an
exhibit hereto and incorporated herein by reference.
Pursuant to the Merger Agreement, on November 7, 2001, Purchaser
merged with and into Registrant, with Registrant as the surviving corporation
(the "Merger"). Pursuant to the Merger, shareholders who did not tender their
Shares in the Offer (other than shareholders who seek dissenters' rights
pursuant to applicable Georgia law) had their Shares converted into the right to
receive the same $9.25 per Share purchase price provided for in the Offer. As a
result of the Merger, Registrant became a wholly owned subsidiary of Career
Holdings.
Pursuant to the terms of the Merger Agreement, Burton B. Goldstein,
Jr., Michael J. Miskoff, J. Douglas Cox, Kimberley E. Thompson, Robert M.
Montgomery, Jr. and William H. Scott, III resigned from Registrant's board of
directors and were replaced by Robert J. McGovern, James A. Tholen, David D.
Hiller and Daniel J. Finnigan.
The total amount of funds required by Career Holdings and Purchaser to
purchase the Shares pursuant to the Offer and the Merger, including payments
made in connection with the cancellation of options and warrants, is estimated
to be approximately $201 million. Career Holdings and Purchaser obtained these
funds pursuant to the terms of an Investment Agreement among Career Holdings and
Tribune Company and Knight Ridder Digital, two stockholders of Career Holdings.
Tribune Company and Knight Ridder Digital provided such funds from existing
resources.
ITEM 5. OTHER EVENTS
The Registrant delisted its common stock from the Nasdaq National Market
at the close of trading on November 7, 2001.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit Description
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99.1 Press Release of Career Holdings, dated November 7, 2001 (previously
filed on November 7, 2001 with the Securities and Exchange Commission
as Exhibit (a)(5)(L) on Amendment No. 10 to the Schedule TO filed by
Career Holdings, Purchaser, Tribune Company and Knight Ridder
Digital, and incorporated herein by reference)
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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.
HEADHUNTER.NET, INC.
Date: November 9, 2001 By: /s/ Robert J. McGovern
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Name: Robert J. McGovern
Title: President and Chief Executive Officer
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