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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d) (4) of the Securities Exchange Act of 1934
(Amendment No. 8)
HEADHUNTER.NET, INC.
(Name of Subject Company)
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HEADHUNTER.NET, INC.
(Name of Person Filing Statement)
Common Stock, $0.01 par value per share
(including associated Junior
Participating Preferred Stock
Purchase Rights)
(Title of Classes of Securities)
422077107
(CUSIP Number of Class of Securities)
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Robert M. Montgomery, Jr.
Chief Executive Officer
HeadHunter.NET, Inc.
333 Research Court, Suite 200
Norcross, Georgia 30092
(770) 349-2400
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of
the Person Filing Statement)
With a copy to:
J. Vaughan Curtis
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309
(404) 881-7000
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 8 hereby amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed by
HeadHunter.Net, Inc., a Georgia corporation ("Headhunter" or the "Company"),
with the Securities and Exchange Commission (the "SEC") on August 31, 2001, as
amended by Amendment No. 1 thereto filed with the SEC on September 18, 2001,
Amendment No. 2 thereto filed with the SEC on September 20, 2001, Amendment No.
3 thereto filed with the SEC on September 25, 2001, Amendment No. 4 thereto
filed with the SEC on October 1, 2001 (and refiled on October 10, 2001),
Amendment No. 5 thereto filed with the SEC on October 10, 2001, Amendment No. 6
thereto filed with the SEC on October 17, 2001 and Amendment No. 7 thereto filed
with the SEC on October 24, 2001 (the "Schedule 14D-9"), relating to the offer
to purchase all of the outstanding shares of common stock, $0.01 par value per
share, of the Company (the "Common Stock") and the associated junior
participating preferred stock purchase rights (the "Rights" and collectively
with the Common Stock, the "Shares") issued pursuant to the Shareholder
Protection Rights Agreement, dated as of April 15, 2000, between the Company and
American Stock Transfer & Trust Company, as Rights Agent, as amended by
Amendment No. 1, dated as of February 27, 2001, and Amendment No. 2, dated as of
August 24, 2001, for $9.25 per Share, net to the seller in cash, by CB Merger
Sub, Inc., a Georgia corporation (the "Purchaser") and a wholly owned subsidiary
of Career Holdings, Inc., a Delaware corporation ("Career Holdings"), upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
August 31, 2001 (the "Offer to Purchase") and in the related Letter of
Transmittal (which together with the Offer to Purchase, as amended or
supplemented from time to time, constitute the "Offer").
Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Schedule 14D-9.
Item 8. Additional Information
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following paragraph at the end of the discussion under the heading "Certain
Legal Matters":
On October 31, 2001, Career Holdings announced that it has extended the
Offer for all outstanding Shares from 5:00 p.m., New York City time, on October
30, 2001 to 5:00 p.m., New York City time, on November 6, 2001. The extension of
the Offer was made because the applicable waiting period under the HSR Act has
not yet expired or been terminated.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
HEADHUNTER.NET, INC.
By: /s/ W. Craig Stamm
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Name: W. Craig Stamm
Title: Chief Financial Officer
Dated: October 31, 2001