UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
HeadHunter.NET, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
422077107
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(CUSIP Number)
Barry J. Wagner, Esq.
General Counsel
Omnicom Group Inc.
437 Madison Avenue, 9th Floor
New York, New York 10022
(212) 415-3600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 13, 2001
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(Date of Event which Requires Filing of this Statement)
If the reporting person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box . |_|
(Page 1 of 15 Pages)
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CUSIP No. 008447104 13D Page 2 of 15 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Omnicom Group Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
4,827,400
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8 SHARED VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY ------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH 4,827,400
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,827,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8%
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14 TYPE OF REPORTING PERSON*
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 15 Pages)
This amendment amends and supplements the information set forth in the
Statement on Schedule 13D filed on July 31, 2000 (as previously amended, the
"Schedule 13D"), by Omnicom Group Inc. (the "Reporting Person") relating to
common stock of HeadHunter.NET, Inc. ("Headhunter") received in a business
combination transaction. In addition to the Item specified below, each other
item of the Schedule 13D to which the information set forth below is relevant is
amended thereby.
Item 5. Interest in Securities of the Issuer.
The stock purchase agreement, dated December 29, 2000, reported in the
Schedule 13D has been amended in various respects, including to provide for
staged closings, with 1,000,000 Headhunter common shares transferred at an
initial closing on March 13, 2001. The parties also modified the composition of
the securities in the basket subject to the agreement, but all of the Headhunter
shares beneficially owned by the Reporting Person remained in the basket. Under
the agreement, except as specified below, Headhunter shares are valued at an
amount equal to the lower of (1) the closing sales price for Headhunter shares
on the NASDAQ on the December 29, 2000 date of the agreement ($7.125 per share)
and (2) the closing sales price for Headhunter common shares on the NASDAQ on
the last trading day immediately preceding their actual transfer. As a result,
the price for the initial 1,000,000 Headhunter shares transferred on March 13,
2001 was $5.75 per share.
The 4,827,400 Headhunter common shares beneficially owned by the Reporting
Person (representing 23.8% of Headhunter's outstanding common shares) after the
transaction described above remain subject to the stock purchase agreement. The
amount due under the agreement for the balance of the 4,827,400 Headhunter
shares not sold as of the date of the amendment may not exceed $23,382,800 in
the aggregate (or $4.84 per share).
Either party has the right to terminate the stock purchase agreement as to
any securities in the basket not transferred by June 30, 2001. The closing of
the purchase and sale of the remaining securities subject to the stock purchase
agreement is subject to various conditions and as such there can be no assurance
that it will occur or as to the ultimate number of Headhunter common shares that
will be transferred thereunder.
A copy of the amended agreement is filed as Exhibit 6 hereto and is
incorporated herein by reference. The foregoing description is qualified in its
entirety by reference thereto.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the amended stock purchase agreement as
Exhibit 6:
Exhibit 6: Stock transfer agreement, as amended (filed herewith).
(Page 3 of 15 Pages)
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct, and agrees that this Statement may be
filed on behalf of the undersigned by Omnicom Group Inc.
OMNICOM GROUP INC.
By: /s/ RANDALL J. WEISENBURGER
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Executive Vice President
March 14, 2001
(Page 4 of 15 Pages)
EXHIBIT INDEX
Exhibit 6: Stock transfer agreement, as amended (filed herewith).
(Page 5 of 15 Pages)