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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
WEBHIRE, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:------
-------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:---------
-------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):----------------------------
-------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:---------------------
-------------------------------------------------------------------------------
(5) Total fee paid:------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:------------------------
(3) Filing Party:--------------------------------------------------------
(4) Date Filed:----------------------------------------------------------
<PAGE>
WEBHIRE, INC.
91 HARTWELL AVENUE
LEXINGTON, MASSACHUSETTS 02421
July 28, 2000
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders of
Webhire, Inc. to be held on August 7, 2000, at 11:00 a.m., local time, at the
Company's headquarters at 91 Hartwell Avenue, Lexington, Massachusetts.
The Special Meeting has been called for the purpose of (i) approving the
issuance of an aggregate of 6,808,512 shares of the Company's common stock to
Korn/Ferry International, SOFTBANK Capital Partners LP and/or entities
affiliated with it, GMN Investors II, L.P., Aventine International Fund and
Bricoleur Partners II, L.P. in a private placement transaction, (ii) approving
an amendment to the Company's Third Amended and Restated Certificate of
Incorporation to repeal provisions that prohibit actions by written consent of
the stockholders and (iii) voting upon such other business as may properly come
before the Special Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on July 24, 2000 as
the record date for determining stockholders entitled to notice of and to vote
at the Special Meeting and any adjournments or postponements thereof.
The Board of Directors recommends that you vote "FOR" the approval of the
private placement transaction and the amendment to the Company's Certificate of
Incorporation.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE SPECIAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE REQUESTED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU
ATTEND THE SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY CARD.
Very truly yours,
Lars D. Perkins
CHAIRMAN
<PAGE>
WEBHIRE, INC.
91 HARTWELL AVENUE
LEXINGTON, MASSACHUSETTS 02421
(781) 869-5000
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 7, 2000
------------------------
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Webhire,
Inc. (the "Company") will be held on August 7, 2000, at 11:00 a.m., local time,
at the Company's headquarters at 91 Hartwell Avenue, Lexington, Massachusetts
(the "Special Meeting") for the purpose of considering and voting upon:
1. The approval of the issuance of an aggregate of 6,808,512 shares of the
Company's common stock to Korn/Ferry International, SOFTBANK Capital Partners LP
and/or entities affiliated with it, GMN Investors II, L.P., Aventine
International Fund and Bricoleur Partners II, L.P.;
2. The approval of an amendment to the Company's Third Amended and Restated
Certificate of Incorporation to repeal provisions that prohibit actions by
written consent of the stockholders; and
3. Such other business as may properly come before the Special Meeting and
any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on July 24, 2000 as
the record date for determination of stockholders entitled to notice of and to
vote at the Special Meeting and any adjournments or postponements thereof. Only
holders of common stock of record at the close of business on that date will be
entitled to notice of and to vote at the Special Meeting and any adjournments or
postponements thereof.
In the event there are not sufficient votes with respect to the foregoing
proposals at the time of the Special Meeting, the Special Meeting may be
adjourned in order to permit further solicitation of proxies.
By Order of the Board of Directors
Stephen Allison
SECRETARY
Lexington, Massachusetts
July 28, 2000
<PAGE>
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU
HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
WEBHIRE, INC.
91 HARTWELL AVENUE
LEXINGTON, MASSACHUSETTS 02421
(781) 869-5000
------------------------
PROXY STATEMENT
------------------------
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 7, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Webhire, Inc. (the "Company"), for use at a
Special Meeting of Stockholders of the Company to be held on August 7, 2000, at
11:00 a.m., local time, at the Company's headquarters at 91 Hartwell Avenue,
Lexington, Massachusetts, and any adjournments or postponements thereof (the
"Special Meeting").
At the Special Meeting, all of the stockholders of the Company will be asked
to consider and vote upon the following matters:
1. The approval of the issuance of an aggregate of 6,808,512 shares of
common stock, par value $.01 per share, of the Company (the "Common Stock") to
Korn/Ferry International, SOFTBANK Capital Partners LP and/or entities
affiliated with it, GMN Investors II, L.P., Aventine International Fund and
Bricoleur Partners II, L.P. in a private placement transaction (the "Private
Placement Proposal");
2. The approval of an amendment to the Company's Third Amended and Restated
Certificate of Incorporation to repeal provisions that prohibit actions by
written consent of the stockholders (the "Charter Amendment Proposal"); and
3. Such other business as may properly come before the Special Meeting and
any adjournments or postponements thereof.
The Notice of the Special Meeting, Proxy Statement and Proxy Card are first
being mailed to stockholders of the Company on or about July 28, 2000, in
connection with the solicitation of proxies for the Special Meeting. The Board
of Directors has fixed the close of business on July 24, 2000 as the record date
for the determination of stockholders entitled to notice of and to vote at the
Special Meeting (the "Record Date"). Only holders of Common Stock of record at
the close of business on the Record Date will be entitled to notice of and to
vote at the Special Meeting. As of July 24, 2000, there were approximately
14,613,622 shares of the Company's Common Stock outstanding and approximately 57
stockholders of record. Each holder of a share of Common Stock outstanding as of
the close of business on the Record Date will be entitled to one vote for each
share of Common Stock held of record with respect to each matter properly
submitted at the Special Meeting. A list of stockholders eligible to vote at the
Special Meeting will be available for inspection at the Special Meeting and for
a
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period of ten days prior to the Special Meeting during regular business hours at
the Company's headquarters at 91 Hartwell Avenue, Lexington, Massachusetts
02421.
The presence, in person or by proxy, of a majority of the total number of
outstanding shares of Common Stock is necessary to constitute a quorum for the
transaction of business at the Special Meeting. Abstentions and "broker
non-votes" will be counted as present for determining the presence or absence of
a quorum for the transaction of business at the Special Meeting. A "broker
non-vote" is a proxy from a broker or other nominee indicating that such person
has not received instructions from the beneficial owner or other person entitled
to vote the shares on a particular matter with respect to which the broker or
other nominee does not have discretionary voting power.
A quorum being present, the affirmative vote of a majority of the shares of
Common Stock present in person or represented by proxy and entitled to vote on
the matter is required for the approval of the Private Placement Proposal.
Broker non-votes will not be considered entitled to vote on this matter and,
therefore, will have no effect on the approval of the Private Placement
Proposal. Abstentions, however, will be counted as voting against the Private
Placement Proposal.
STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE. SHARES OF COMMON STOCK
REPRESENTED BY PROPERLY EXECUTED PROXIES RECEIVED BY THE COMPANY AND NOT REVOKED
WILL BE VOTED AT THE SPECIAL MEETING IN ACCORDANCE WITH THE INSTRUCTIONS
CONTAINED THEREIN. IF INSTRUCTIONS ARE NOT GIVEN THEREIN, PROPERLY EXECUTED
PROXIES WILL BE VOTED "FOR" THE APPROVAL OF THE PRIVATE PLACEMENT PROPOSAL. IT
IS NOT ANTICIPATED THAT ANY OTHER MATTERS WILL BE PRESENTED AT THE SPECIAL
MEETING. IF OTHER MATTERS ARE DULY PRESENTED, PROXIES WILL BE VOTED IN
ACCORDANCE WITH THE DISCRETION OF THE PROXY HOLDERS.
Any properly completed proxy may be revoked at any time before it is voted
on any matter (without, however, affecting any vote taken prior to such
revocation) by giving written notice of such revocation to the Secretary of the
Company, or by signing and duly delivering a proxy bearing a later date, or by
attending the Special Meeting and voting in person.
PROPOSAL I--APPROVAL OF THE PRIVATE PLACEMENT PROPOSAL
GENERAL
On July 10, 2000, the Company entered into a definitive stock purchase
agreement (the "Stock Purchase Agreement") with Korn/Ferry International
("KFI"), SOFTBANK Capital Partners LP ("SOFTBANK"), GMN Investors II, L.P.
("Gemini") and Aventine International Fund and Bricoleur Partners II, L.P.
(together, "Bricoleur" and, together with Gemini, the "Financial Investors" and,
together with KFI, SOFTBANK and Gemini the "Investors"), pursuant to which the
Investors agreed to purchase in a private placement (the "Private Placement") an
aggregate of 6,808,512 shares of Common Stock at a price per share of $2.35, for
an aggregate purchase price of $16,000,003.40. The purchase price of $2.35 per
share was determined by negotiation between the Company and the Investors.
The primary purpose of the Private Placement is to provide additional
capital necessary to fund the continued development and expansion of its
Internet business. Such growth plans include using the new capital to enhance
the content and technology supporting the Company's Internet recruiting
solutions and to pursue a more aggressive marketing strategy. Funds may also be
used for selective
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acquisitions that complement the Company's growth objectives. Consummation of
the Private Placement is conditioned upon, among other things, the approval of
the Private Placement Proposal by the stockholders of the Company.
TERMS OF THE PROPOSED ISSUANCE
On July 10, 2000, the Company entered into the Stock Purchase Agreement with
the Investors, pursuant to which the Investors agreed to purchase from the
Company an aggregate of 6,808,512 shares of Common Stock at a price per share of
$2.35, for an aggregate purchase price of $16,000,003.40. Upon consummation of
the foregoing transactions, SOFTBANK will directly own approximately 7,058,125
shares of Common Stock, representing approximately 33% of the total outstanding
shares, KFI will directly own approximately 3,404,256 shares of Common Stock,
representing approximately 16% of the total outstanding shares, and the
Financial Investors, as a group, will directly own 1,702,128 shares of Common
Stock, representing approximately 8% of the total outstanding shares.
BOARD REPRESENTATION. Pursuant to the terms of the Stock Purchase
Agreement, upon consummation of the Private Placement, KFI will be entitled to
appoint one member of the Company's Board of Directors. Thereafter, for so long
as KFI holds at least 5% of the Company's outstanding Common Stock, KFI will be
entitled to nominate one director each time the class of directors in which its
member serves is subject to election.
If the Private Placement Proposal is approved and upon the consummation of
the Private Placement, the Board of Directors will vote to appoint Peter L.
Dunn, as a nominee of KFI, to fill an existing vacancy on the Board of
Directors. Mr. Dunn, 53, is Vice Chair of the Board of Directors, General
Counsel, a Member of the Office of the Chief Executive and Corporate Secretary
of KFI. He joined KFI in 1980. In addition, Mr. Dunn has served as acting Chief
Executive Officer of Futurestep, Inc., a subsidiary of KFI, since May 2000.
The Company's Certificate of Incorporation provides for a staggered Board of
Directors consisting of the number of directors designated from time to time by
the Board of Directors and divided into three classes as nearly equal in number
as possible. The Directors for each class serve for three-year terms with one
class being elected by the Company's stockholders at each annual meeting of
stockholders. The Company currently has two Directors in each of Class I
(Russell J. Campanello and Charles R. Lax) and Class III (J. Paul Costello and
Lars D. Perkins). Class II currently has one Director (Martin J. Fahey) and one
vacancy. Mr. Dunn will fill the vacancy in Class II. The Class II Directors,
including Mr. Dunn or any replacement nominee of KFI, will next stand for
election at the annual meeting of stockholders following the close of the
Company's 2000 fiscal year. Mr. Dunn initially will not be a member of either
the Audit Committee or the Compensation Committee of the Board of Directors.
Non-employee directors of the Company, such as Mr. Dunn, receive $5,000 per
year for services rendered as directors, plus a per meeting fee of $1,000 for
each meeting of the Board of Directors attended in person after the fifth
meeting, up to a maximum additional amount of $5,000 per fiscal year. In
addition, all directors of the Company are reimbursed for travel expenses
incurred in attending meetings of the Board of Directors and its committees.
Each non-employee director automatically receives an option to purchase
5,000 shares of Common Stock under the 1996 Stock Option Plan when such director
first becomes a member of the Board of Directors, with such option shares
vesting 25% one year after the date of grant and proportionately
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<PAGE>
thereafter with full vesting four years after the date of grant. In addition,
each non-employee director automatically receives an option to purchase 2,500
shares of Common Stock on each October 1 that such director is a member of the
Board of Directors, with such option shares vesting proportionately over four
years. All option grants to non-employee directors are at a per share exercise
price equal to the fair market value of the Common Stock at the time of grant.
CROSS-PROMOTION AGREEMENT. Pursuant to the Stock Purchase Agreement, the
Company and KFI have agreed to negotiate and enter into a cross-promotion
agreement under which (i) KFI will be the exclusive top-tier executive search
firm to which the Company will refer clients for search services, (ii) the
Company and KFI will commit to cross-promotional activities for each other's
services and (iii) KFI and the Company will explore opportunities to jointly
develop and cross-license technologies.
PREEMPTIVE RIGHTS. The Stock Purchase Agreement provides that for so long
as KFI holds at least 5% of the Company's outstanding Common Stock, the Company
will notify KFI each time the Company proposes to offer any shares of any class
of capital stock (or securities convertible into or exercisable for shares of
capital stock. Except as described in the following paragraph, within 30 days of
receiving such notice, KFI has the right to purchase, at the same price and on
the same terms as such offer, up to that portion of such securities which equals
the percentage interest in the Company then held by KFI (calculated assuming
full conversion and exercise of all convertible or exercisable securities then
outstanding).
The preemptive rights described above are not applicable with respect to the
issuance or sale of Common Stock (or options therefor) (i) to employees,
consultants and directors pursuant to a stock option or grant plan or similar
benefit program or arrangement approved by the Board of Directors, (ii) in
connection with a bona fide business acquisition of or by the Company, whether
by merger, consolidation, sale of assets, sale or exchange of stock or
otherwise, (iii) in connection with any reclassification, stock split or stock
dividend, (iv) pursuant to the conversion or exercise of convertible or
exercisable securities outstanding as of the date of the Stock Purchase
Agreement, (v) to a strategic partner (other than a KFI competitor), (vi) to a
lender in connection with credit arrangements, financing or similar
transactions, or (vii) in connection with any underwritten public offering.
BUSINESS VENTURES. Under the terms of the Stock Purchase Agreement, for so
long as KFI holds at least 5% of the Company's outstanding Common Stock, KFI
will be entitled to notice and have a right to first negotiation for a period of
ten (10) business days following such notice in the event that the Company
proposes to (i) sell its securities in, or agrees to a transaction that would
result in a person (other than SOFTBANK) owning 20% or more of the Company's
outstanding Common Stock (calculated assuming full conversion and exercise of
all convertible or exercisable securities then outstanding) after the
transaction, (ii) sell all or substantially all of its assets to a third party,
or (iii) merge with a third party if the Company would not be the surviving
company and the Company's stockholders, as a group, would not own a majority of
the voting securities of the surviving company.
STANDSTILL AGREEMENT. The Stock Purchase Agreement contains provisions
which prohibit KFI and its affiliates from (i) acquiring additional shares of
Common Stock or securities convertible into or exchangeable for Common Stock
(except in certain limited circumstances) or (ii) commencing a tender, exchange
or other offer that would result in such an acquisition, if the effect of such
acquisition would be to increase KFI's stock ownership to a level above 30% of
the outstanding Common Stock.
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KFI has also agreed that (i) except by virtue of its representation on the
Board of Directors (as described above), it will not act alone or in concert
with others to seek to affect or influence the Board of Directors, the control
of management of the Company or the businesses, operations, affairs, financial
matters or policies of the Company, (ii) it will not initiate or propose any
stockholder proposal or action, or solicit proxies or written consents of the
stockholders of the Company or participate in a solicitation of such
stockholders in any election contest with respect to the election or removal of
any of the Company's directors or in opposition to the recommendation of the
majority of the directors of the Company with respect to any other matter, or
(iii) join a partnership, limited partnership, syndicate or other group for the
purpose of acquiring, holding, voting or disposing of the Company's voting
securities.
REGISTRATION RIGHTS. Under the terms of the Stock Purchase Agreement, the
shares of Common Stock purchased by the Financial Investors will be registered
on a Form S-3 Registration Statement to be filed within thirty (30) days of the
Closing Date. KFI and SOFTBANK will have customary "demand" registration rights
which are not exercisable until one year after the issuance of the shares of
Common Stock purchased pursuant to that agreement. In addition, KFI and SOFTBANK
have customary "piggyback" registration rights with respect to the Common Stock
purchased pursuant to the Stock Purchase Agreement.
USE OF PROCEEDS FROM THE PRIVATE PLACEMENT
The gross proceeds from the Private Placement of $16,000,003.40 will be used
primarily to finance the continued development and expansion of the Company's
Internet business and to pay expenses associated with the Private Placement,
estimated to be approximately $1,200,000, which includes investment banking,
legal and accounting fees and costs associated with the Special Meeting.
EFFECT UPON EXISTING HOLDERS OF COMMON STOCK
Consummation of the Private Placement will result in a significant increase
in the number of shares of Common Stock outstanding. As of July 5, 2000, there
were approximately 14,613,622 shares of Common Stock outstanding and upon
consummation of the Private Placement there would be approximately 21,422,134
shares of Common Stock outstanding. As a result, the voting power and percentage
ownership interest in the Company of each of the Company's current stockholders
would be diluted upon consummation of the Private Placement.
BOARD APPROVAL
At a telephonic meeting of the Board of Directors of the Company held on
July 6, 2000, the Board of Directors (with Charles R. Lax abstaining because of
SOFTBANK's participation in the Private Placement) unanimously approved the
Stock Purchase Agreement and the Private Placement. In connection with such
approvals, the Board specifically approved the Private Placement for the
purposes of Section 203 of the Delaware General Corporation Law (the Delaware
"anti-takeover" statute). The result of such approval is that any future
"business combination" between the Company and KFI would be exempt from the
restrictions imposed by Section 203.
BOARD OF DIRECTORS RECOMMENDATION; REASONS FOR THE PRIVATE PLACEMENT
The Board of Directors of the Company believes that the consummation of the
Private Placement is in the best interests of the Company and its stockholders.
In reaching its conclusions and
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recommendations with respect to the Private Placement, the Board of Directors
considered a number of factors, including the factors set forth below:
- The Board of Directors' view that the Company's working capital needs
required a significant and immediate infusion of cash and that the Private
Placement represents the most efficient and expeditious means of
satisfying such needs on a long-term basis, given the limited
capital-raising alternatives currently available to the Company.
- The expectation that the proceeds to be received in the Private Placement
could help accelerate and expand the growth of the Company's Internet
business, a result which the Board of Directors considers to be in the
best interests of the Company and its stockholders in the longer term.
- A presentation to the Board of Directors by, and related discussion with,
U.S. Bancorp Piper Jaffray Inc., an investment banking firm retained by
the Board to act as its financial advisor in connection with the Stock
Purchase Agreement and the Private Placement, regarding recent
transactions involving public companies that completed private
transactions involving the sale of securities representing a minority
interest, the recent equity market for the Company's Common Stock and that
of comparable companies, and the placement efforts made by it in
connection with the transaction, including negotiations with and proposals
from the Investors and other potential purchasers.
- The business experience, resources and contacts of KFI, and the potential
benefits to the Company of a strategic relationship with KFI, of which the
Private Placement is an integral part.
- The restrictions imposed on KFI and KFI's ownership of Common Stock by the
provisions described above under "Terms of the Proposed
Issuance--Standstill Agreement," as well as the limited registration
rights granted to KFI and SOFTBANK in the Private Placement.
- The fact that the Private Placement is structured to require the approval
of the stockholders of the Company.
NASDAQ VOTING REQUIREMENTS
The Common Stock is listed on the NASDAQ National Market System, the market
rules of which require stockholder approval prior to the issuance of securities
under certain circumstances, including in connection with a transaction other
than a public offering involving the sale or issuance by the Company of Common
Stock (or securities convertible into or exercisable for Common Stock) equal to
20% or more of the Common Stock or 20% or more of the voting power outstanding
before such issuance other than under certain limited circumstances.
Accordingly, the Company has determined to seek stockholder approval of the
Private Placement Proposal. Stockholder approval is not otherwise required as a
matter of Delaware law or other applicable laws or rules.
VOTE REQUIRED
To approve the Private Placement Proposal, the affirmative vote of a
majority of the shares of Common Stock present in person or represented by proxy
and entitled to vote on the matter is required. The members of our Board of
Directors control the vote of a majority of the Company's outstanding shares of
Common Stock entitled to vote at the Special Meeting and have expressed their
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intention to vote such shares in favor of the Private Placement Proposal. THE
BOARD OF DIRECTORS BELIEVES THAT THE PRIVATE PLACEMENT PROPOSAL IS IN THE BEST
INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS, AND ACCORDINGLY, RECOMMENDS THAT
THE STOCKHOLDERS VOTE "FOR" THE PRIVATE PLACEMENT PROPOSAL.
PROPOSAL II--APPROVAL OF THE CHARTER AMENDMENT PROPOSAL
GENERAL
At a telephonic meeting of the Board of Directors held on July 6, 2000, the
Board of Directors unanimously approved, subject to stockholder approval at the
Special Meeting, an amendment to the Company's Third Amended and Restated
Certificate of Incorporation that would repeal in its entirety Article V of the
Certificate of Incorporation for the sole purpose of eliminating the current
prohibition against action by written consent of the stockholders (the "Charter
Amendment").
Unless a corporation's certificate of incorporation provides otherwise,
Section 228 of the Delaware General Corporation Law (the "DGCL") permits
stockholders of a corporation to act by written consent of less than all
stockholders, so long as the number of shares held by the stockholders acting by
written consent hold a number of shares equal to or in excess of the number of
shares that would be required to act by vote at a meeting of stockholders. The
Charter Amendment will remove such a provision prohibiting stockholder action by
written consent and enable the stockholders of the Company to act by written
consent pursuant to Section 228 of the DGCL. The Board of Directors believes
that the Charter Amendment will permit the Company to respond quickly to the
exigencies of the marketplace with respect to matters that require stockholder
action and that by facilitating stockholder action without having to hold a
formal meeting of stockholders, the Company will improve its ability to take
advantage of opportunities that become available to it. In light of the
concentration of ownership of the Company's outstanding Common Stock with the
members of the Board of Directors and their affiliates, the Charter Amendment
could have the effect of further concentrating control of the Company with such
group.
VOTE REQUIRED
To approve the Charter Amendment Proposal, the affirmative vote of a
majority of the shares of Common Stock present in person or represented by proxy
and entitled to vote on the matter is required. The members of our Board of
Directors control the vote of a majority of the Company's outstanding shares of
Common Stock entitled to vote at the Special Meeting and have expressed their
intention to vote such shares in favor of the Charter Amendment Proposal. THE
BOARD OF DIRECTORS BELIEVES THAT THE CHARTER AMENDMENT PROPOSAL IS IN THE BEST
INTEREST OF THE COMPANY AND ITS STOCKHOLDERS, AND ACCORDINGLY, RECOMMENDS THAT
THE STOCKHOLDERS VOTE "FOR" THE CHARTER AMENDMENT PROPOSAL.
EXPENSES OF SOLICITATION
The Company will pay the entire expense of soliciting proxies for the
Special Meeting. In addition to solicitations by mail, certain directors,
officers and regular employees of the Company (who will receive no compensation
for their services other than their regular compensation) may solicit proxies by
telephone, telegram or personal interview. Banks, brokerage houses, custodians,
nominees and other
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fiduciaries have been requested to forward proxy materials to the beneficial
owners of shares of Common Stock held of record by them and such custodians will
be reimbursed for their expenses. All costs incurred with respect to the Special
Meeting will be borne by the Company.
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth, to the best knowledge and belief of the
Company, certain information regarding the beneficial ownership of the Common
Stock of the Company as of July 5, 2000 by (i) each person known by the Company
to be the beneficial owner of more than 5% of the outstanding Common Stock, (ii)
each director of the Company, (iii) each of the named executive officers for the
Company's fiscal year ended September 30, 1999 and the Company's current
executive officers and (iv) all of the Company's executive officers and
directors as a group. Unless otherwise indicated, the beneficial owner has sole
voting power and sole dispositive power with respect to the Common Stock
beneficially owned.
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE
SHARES BENEFICIALLY
BENEFICIALLY OWNED
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (1) (1)(2)
------------------------------------ ------------ ------------
<S> <C> <C>
SOFTBANK Capital Partners LP................................ 5,355,943 36.65%
1188 Centre Street
Newton, MA 02459
FMR Corp.................................................... 1,030,500(A) 7.05%
82 Devonshire Street
Boston, MA 02109
033 Asset Management LLC.................................... 742,956(B) 5.08%
125 High Street, 14th floor
Boston, MA 02110
Lars D. Perkins**........................................... 1,116,563(C) 7.63%
J. Paul Costello**.......................................... 1,313,383(D) 8.98%
Russell J. Campanello**..................................... 21,248(E) *
Charles R. Lax**............................................ 5,355,943(F) 36.65%
Martin J. Fahey**........................................... 241,218(G) 1.63%
Thomas F. Brady**........................................... 52,917(H) *
Ronald M. Visocchi**........................................ 23,570(I) *
Timothy R. McManus**........................................ 44,983(J) *
All executive officers and directors as a group (13
persons).................................................. 8,329,962(K) 55.09%
</TABLE>
------------------------
(1) The number of shares deemed outstanding includes any shares subject to stock
options held by the person or entity in question that are currently
exercisable or exercisable within 60 days of July 5, 2000.
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(2) The applicable percentage ownership is based on the number of shares of
Common Stock owned and outstanding as of July 5, 2000, together with the
applicable options of such stockholder that are currently exercisable or
exercisable within 60 days of July 5, 2000.
* Represents beneficial ownership of less than 1% of the Common Stock.
** Indicates the following stockholder address: c/o Webhire, Inc., 91 Hartwell
Ave., Lexington, MA 02421.
(A) Represents shares held by Fidelity Small Cap Fund.
(B) Represents shares held by 033 Growth Partners I, L.P., 033 Growth Partners
II, L.P., Oyster Pond Partners I, L.P. and 033 Growth International Fund,
Ltd.
(C) Includes 10,973 shares subject to options held by Mr. Perkins.
(D) Includes 4,998 shares subject to options held by Mr. Costello and 403,164
shares of Common Stock beneficially owned by Joseph A. Bartoloni and Paul D.
Spiro as trustees of the trusts for the benefit of Mr. Costello's children,
John P. Costello III and Brett Ann Costello. Mr. Costello does not have any
voting or dispositive powers with respect to such shares and, accordingly,
disclaims beneficial ownership of such shares.
(E) Includes 16,248 shares subject to options held by Mr. Campanello.
(F) Represents 5,355,943 shares beneficially owned by SOFTBANK Capital Partners
LP prior to the offering. Mr. Lax is a general partner of SOFTBANK Capital
Partners LP and accordingly may be deemed to beneficially own shares owned
by SOFTBANK. Mr. Lax disclaims beneficial ownership of any shares in which
he does not have a pecuniary interest.
(G) Includes 221,812 shares subject to options held by Mr. Fahey.
(H) Includes 47,917 shares subject to options held by Mr. Brady.
(I) Includes 19,687 shares subject to options held by Mr. Visocchi.
(J) Includes 44,983 shares subject to options held by Mr. McManus.
(K) Includes 507,580 shares subject to options held by executive officers and
directors as a group.
SUBMISSION OF STOCKHOLDER PROPOSALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS FOLLOWING THE CLOSE OF
THE COMPANY'S 2000 FISCAL YEAR
Stockholder proposals intended to be presented at the next annual meeting of
stockholders must be received by the Company no later than December 31, 2000 in
order to be considered for inclusion in the Company's proxy statement and form
of proxy for that meeting. Such a proposal must also comply with the
requirements as to form and substance established by applicable laws and
regulations, including the rules and regulations of the Securities and Exchange
Commission (the "SEC"), in order to be included in the proxy statement.
Any stockholder of record wishing to have a stockholder proposal considered
at the next annual meeting of stockholders, other than a proposal to be
considered for inclusion in the Company's proxy statement described above, must
provide written notice of such proposal and appropriate supporting
documentation, as set forth in the Company's By-laws, to the Company at its
principal executive office not less than 75 days nor more than 120 days prior to
the first anniversary of the date of the preceding
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year's annual meeting (the "Anniversary Date"); provided, however, that in the
event the annual meeting is scheduled to be held on a date more than 30 days
before the Anniversary Date or more than 60 days after the Anniversary Date, a
stockholder's notice shall be timely if delivered to, or mailed to and received
by, the Company at its principal executive office not later than the close of
business on the later of the 75th day prior to the scheduled date of such annual
meeting or the 15th day following the day on which public announcement of the
date of such annual meeting is first made by the Company. Proxies solicited by
the Board of Directors will confer discretionary voting authority with respect
to these proposals, subject to SEC rules and regulations governing the exercise
of such authority.
Any such proposal should be mailed to: Secretary, Webhire, Inc., 91 Hartwell
Avenue, Lexington, MA 02421.
OTHER MATTERS
The Board of Directors does not know of any matters other than those
described in this Proxy Statement which will be presented for action at the
Special Meeting. If other matters are duly presented, proxies will be voted in
accordance with the best judgment of the proxy holders.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
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PROXY
WEBHIRE, INC.
Special Meeting of Stockholders - August 7, 2000
The undersigned, revoking all prior proxies, hereby appoints Stephen
Allision and Gazaway L. Crittenden, and each of them (with full power of
substitution), as proxies of the undersigned to attend the Special Meeting of
Stockholders of Webhire, Inc. (the "Company") to be held on August 7, 2000 at
11:00 a.m. and any adjourned sessions thereof, and there to vote and act upon
(1) as hereinafter specified upon the proposals listed on the reverse side
and as more particularly described in the Company's Proxy Statement and (2)
in their discretion upon such other matters as may properly come before the
meeting.
The undersigned hereby acknowledges receipt of: (1) Notice of Special
Meeting of Stockholders of the Company and (2) accompanying Proxy Statement.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
SIGN AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY
BE REPRESENTED AT THE MEETING.
-------------- --------------
SEE CONTINUED AND TO BE SIGNED ON REVERSE SEE
REVERSE SIDE SIDE REVERSE SIDE
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Please mark /X/ votes as in this example.
The shares represented by this proxy will be voted as directed by the
undersigned. If no direction is given with respect to the matter specified
below, this proxy will be voted for such matter.
1. To approve the issuance of 6,808,512 shares of the Company's common
stock to Korn/Ferry International, SOFTBANK Capital Partners LP and/or
entities affiliated with it, GMN Investors II, L.P., Aventine International
Fund and Bricoleur Partners II, L.P. in a private placement transaction.
FOR AGAINST ABSTAIN
/ / / / / /
2. To approve the amendment to the Company's Third Amended and Restated
Certificate of Incorporation to repeal in its entirety Article V of the
Certificate of Incorporation to eliminate the current prohibition against
actions by written consent of the stockholders.
FOR AGAINST ABSTAIN
/ / / / / /
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /
Please sign name(s) exactly as appearing hereon. When signing as attorney,
executor, administrator or other fiduciary, please give your full title as such.
Joint owners should each sign personally. If a corporation, sign in full
corporate name by authorized person.
Signature: Date: Signature: Date:
