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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AUGUST 15, 2000
REGISTRATION NUMBER 333-88995
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
WEBHIRE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2935271
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
91 HARTWELL AVENUE
LEXINGTON, MASSACHUSETTS 02421
781-869-5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
--------------------------
MARTIN J. FAHEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WEBHIRE, INC.
91 HARTWELL AVENUE
LEXINGTON, MASSACHUSETTS 02421
781-869-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
--------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| ___________________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_| ____________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Maximum Proposed Maximum
Title of Shares Amount to Be Offering Price Per Aggregate Offering Amount of
Being Registered Registered Share Price Registration Fee (1)
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 234,055 $9.6875(2) $2,267,408(2) $630.34
$.01 per share
Common Stock, par value 78,017 $2.9375(3) $229,175(3) $60.50
$.01 per share
===============================================================================================================
</TABLE>
(1) A filing fee of $630.34 was paid in connection with the original filing
on Form S-3 on October 13, 1999. Pursuant to Rule 457(a) under the
Securities Act, an additional filing fee of $60.50 was paid on July 14,
2000 in connection with the additional shares registered on Amendment
No. 1.
(2) Estimated solely for purposes of determining the registration fee, based on
the average of the high and low sales prices for the Company's common stock
as reported on the Nasdaq National Market on October 7, 1999, in accordance
with Rule 457(c) under the Securities Act.
(3) Estimated solely for purposes of determining the registration fee, based
on the average of the high and low sales prices for the Company's common
stock as reported on the Nasdaq National Market on July 11, 2000, in
accordance with Rule 457(c) under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SELLING STOCKHOLDERS MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED AUGUST 15, 2000
PROSPECTUS
312,072 SHARES OF COMMON STOCK
WEBHIRE, INC.
--------------------------
The selling stockholders identified on page 9 of this prospectus may
use this prospectus to offer and sell up to an aggregate of 312,072 shares of
our common stock. For additional information on the methods of the sale, you
should refer to the section entitled "Plan of Distribution" on page 9. We will
not receive any cash proceeds from the sale of these shares by the selling
stockholders.
Our common stock is quoted on the Nasdaq National Market under the
symbol "HIRE".
The reported last sale price of the common stock on August 14, 2000
was $2.91 per share.
Our corporate headquarters are located at 91 Hartwell Avenue,
Lexington, Massachusetts 02421, and our telephone number is 781-869-5000.
--------------------------
INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON
PAGE 1.
--------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS AUGUST __, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
About This Prospectus...................................................1
Recent Developments.....................................................1
Risk Factors............................................................1
Cautionary Notice Regarding Forward-Looking Statements..................7
Webhire, Inc............................................................7
Where You Can Find More Information.....................................7
Use of Proceeds.........................................................8
Registration Rights of the Selling Stockholders.........................8
The Selling Stockholders................................................9
Plan of Distribution....................................................9
Validity of the Common Stock............................................10
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission under the Securities Act of
1933. This prospectus and any accompanying prospectus supplement do not contain
all of the information included in the registration statement. For further
information, we refer you to the registration statement, including its exhibits.
Statements contained in this prospectus and any accompanying prospectus
supplement about the provisions or contents of any agreement or other document
are not necessarily complete. If the SEC's rules and regulations require that we
file such agreement or document as an exhibit to the registration statement, or
if we otherwise filed such agreement or document, please see such agreement or
document for a complete description of these matters.
This prospectus provides you with a general description of the offered
shares. Each time a selling stockholder sells any of the offered shares, the
selling stockholder will provide you with this prospectus and a prospectus
supplement, if applicable, that will contain specific information about the
terms of the offering. The prospectus supplement may also add, update or change
any information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "Where You Can Find More Information".
RECENT DEVELOPMENTS
On July 10, 2000, we entered into a definitive agreement to issue an
aggregate of 6,808,512 shares of our common stock for approximately
$16,000,000 in the aggregate to Korn/Ferry International, SOFTBANK Capital
Partners, LP, GMN Investors II, L.P., Aventine International Fund and
Bricoleur Partners II, L.P. In addition, Korn/Ferry and SOFTBANK shall lend
us up to an aggregate of $6,000,000 on a bridge loan basis, which will become
payable upon the earlier of October 31, 2000 or the closing of the financing.
RISK FACTORS
An investment in our common stock involves various risks. Before
investing in our common stock, you should carefully consider the following risk
factors. These risk factors are not exhaustive and should be read together with
the other reports and documents that we file with the SEC, which may include
additional or more current information that is important to an investment in
Webhire.
OUR FINANCIAL STABILITY IS THREATENED AND IF WE ARE UNABLE TO OBTAIN
ADDITIONAL CAPITAL AS NEEDED, OUR BUSINESS MAY BE ADVERSELY AFFECTED.
If the proposed financing does not close by October 31, 2000 and we are
required to repay any amounts borrowed on a bridge loan basis in connection
with the financing, we currently anticipate that our available cash will be
insufficient to meet our anticipated working capital and capital expenditure
requirements through the near term. We may need to raise additional capital
to meet our current needs, and in the longer term to fund more rapid
expansion to develop new services and to enhance existing services in
response to competitive pressures, and to acquire complementary services,
businesses or technologies. In the event our operations are not profitable or
do not generate sufficient cash to fund the business, or if we fail to
receive money to meet our obligations, we may have to substantially cut back
our level of operations. These reductions could, in turn, affect our
relationships with our strategic partners and customers and threaten our
ability to continue as an ongoing concern. If we raise additional funds
through further issuances of equity or convertible debt securities, the
percentage of ownership of our current stockholders will be reduced and such
securities may have rights, preferences and privileges senior to those of our
current stockholders. In addition, we may not be able to obtain such
financing on terms favorable to us, if at all. If adequate funds are not
available or are not available on terms favorable to us, our business,
results of operations and financial condition could be materially and
adversely affected.
TO COMPETE EFFECTIVELY, WE MUST ADAPT QUICKLY TO ADVANCES IN TECHNOLOGY AND
CHANGES IN CUSTOMER REQUIREMENTS.
The market for automated recruiting products and services is undergoing
rapid changes, including continuing advances in technology and changes in
customer requirements and preferences. These market dynamics have been amplified
by the emergence of the Internet as a tool for recruiting solutions. Our future
success will depend in significant part on our ability to continually improve
the performance, features and reliability of our software and services in
response to the evolving demands of the marketplace and competitive product
offerings. Any failure on our part to quickly develop products and services that
address changes in technology or customer demands will likely result in loss of
market share to a competitor.
OUR BUSINESS IS DEPENDENT ON THE DEVELOPMENT AND MAINTENANCE OF THE INTERNET
INFRASTRUCTURE.
Our success will depend, in large part, upon the development and
maintenance of the Internet infrastructure as a reliable network backbone with
the necessary speed, data capacity and security, and timely development of
enabling products, such as high-speed modems, for providing reliable Internet
access and services. We cannot assure
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you that the Internet infrastructure will continue to effectively support the
demands placed on it as the Internet continues to experience increased numbers
of users, greater frequency of use or increased bandwidth requirements of users.
Even if the necessary infrastructure or technologies are developed, we may have
to spend considerable resources to adapt our offerings accordingly. Furthermore,
in the past, the Internet has experienced a variety of outages and other delays.
Any future outages or delays could affect the Internet sites on which our
customers' job advertisements are posted and the willingness of employers and
job seekers to use our online recruitment offerings. If any of these events
occur, our business, results of operations and financial condition could be
materially and adversely affected.
WE HAVE RECENTLY EXPANDED OUR TECHNOLOGY INTO SEVERAL NEW BUSINESS AREAS AND WE
CANNOT BE CERTAIN THAT OUR EXPANSION WILL BE SUCCESSFUL.
We have recently expanded our technology into products and services
that can be offered over the Internet to foster long-term growth. These areas
are relatively new to our product development, sales and marketing personnel,
and we cannot be assured that the markets for these products and services will
develop or that we will be able to compete effectively or will generate
significant revenues in these new areas making our success in this area
difficult to predict.
The success of Internet computing and, in particular, our current
Internet computing software products and services is difficult to predict
because Internet computing is a new method of computing. The success of Internet
computing will depend in large measure on (i) the lower cost of ownership of
Internet computing relative to client/server architecture, (ii) the ease of use
and administration relative to client/server architecture, and (iii) how
hardware and software vendors choose to compete in this market. There can be no
assurances that sufficient numbers of vendors will undertake this commitment,
that the market will accept Internet computing, or that Internet computing will
generate significant revenues for us.
OUR BUSINESS MODEL IS UNPROVEN.
We began offering online subscriptions for Yahoo! Recruiter (formerly
Webhire Recruiter) in fiscal year 1998. Product revenue from software sales are
expected over a relatively short period of time to become a much smaller
component of our revenue. Maintenance revenue associated with product sales will
also decrease over time. Our long-term business model and profit potential are
unproven. To be successful, we must develop and market online recruitment
offerings that achieve broad market acceptance by employers, job seekers and
interactive media companies.
It is possible that we will be required to further adapt our business
model in response to additional changes in the online recruitment market or if
our current business model is not successful. If we are not able to anticipate
changes in the online recruitment market or if our business model is not
successful, our business, financial condition and results of operations will be
materially and adversely affected.
WE MAY BE UNABLE TO CONTINUE TO BUILD CUSTOMER AWARENESS.
We believe that continuing to build brand recognition is critical to
achieving widespread acceptance of our online recruitment offerings. Brand
recognition is a key-differentiating factor among providers of online
recruitment offerings and we believe it could become more important as
competition in the online recruitment market increases. We may find it necessary
to accelerate expenditures on our sales and marketing efforts or otherwise
increase our financial commitment to creating and maintaining brand awareness
among potential customers. If we fail to successfully promote and maintain our
brand or incur significant expenses in promoting our brand, our business,
results of operations and financial condition could be materially and adversely
affected.
THE GROWTH IN DEMAND FOR AUTOMATED RECRUITING SOFTWARE AND SERVICES AND THE USE
OF THE INTERNET AS A RECRUITING MEDIUM ARE UNCERTAIN.
Our future success substantially depends on broader recognition of the
potential benefits of automated recruiting software and services and the growth
in demand for these products and services. It is difficult to assess the size of
the market that will develop and the rate at which it will develop. If the
market does not develop as we anticipate, or if it develops more slowly than we
expect, our business, operating results and financial condition will be
materially and adversely affected.
Our future is highly dependent on a significant increase in the use of
the Internet as a recruiting medium. The online recruitment market is new and
rapidly evolving, and we cannot yet gauge its effectiveness as compared
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to traditional recruiting methods. As a result, demand and market acceptance of
online recruitment offerings are uncertain. The adoption of online recruiting,
particularly by those entities that have historically relied upon traditional
methods of recruiting, requires the acceptance of a new way of conducting
business, exchanging information and advertising for jobs. We cannot assure you
that the online recruitment market will continue to emerge or become
sustainable. If the online recruitment market fails to develop or develops more
slowly than we expect, our business, results of operations and financial
condition will be materially and adversely affected.
OUR COMPUTER SYSTEMS COULD FAIL OR OVERLOAD.
The success of our online recruitment offerings depends highly on the
efficient and uninterrupted operation of our computer and communications
systems. Power loss, telecommunications failures, computer viruses, electronic
break-ins or other similar disruptive problems could damage or cause
interruptions in these systems. If our systems are affected by any of these
occurrences, our business, results of operations and financial condition could
be materially and adversely affected. Our insurance policies may not cover, or
if covered, may not adequately compensate us for, any losses that may occur due
to any failures or interruptions in our systems. We do not presently have any
secondary "off-site" systems or a formal disaster recovery plan.
In addition, we must accommodate a high volume of traffic and deliver
frequently updated information. Our web sites have in the past and may in the
future experience slower response times or decreased traffic for a variety of
reasons. In addition, our users depend on Internet service providers and other
Internet site operators for access to our web sites. Many of the Internet
service providers have experienced significant outages in the past, and could
experience outages, delays and other difficulties due to system failures
unrelated to our systems.
If we experience any of these problems, our business, results of
operations and financial condition could be materially and adversely affected.
OUR NEW PRODUCT INTRODUCTIONS MAY HAVE DEFECTS WHICH COULD RESULT IN ADVERSE
PUBLICITY OR HAVE OTHER NEGATIVE EFFECTS.
As the marketplace for recruiting solutions continues to evolve, we
plan to develop and introduce new products and services to enable us to
effectively meet the changing needs of the market. Products as complex as the
ones that we offer may contain undetected errors when first introduced or when
new versions are released. In the past, despite prior testing, we have
discovered software errors in some of our products after their introduction.
Product defects may result in adverse publicity, loss of or delay in market
acceptance, injury to our reputation and brand awareness, or claims against us,
any one of which could have a material adverse effect on our business, financial
condition and results of operations.
WE HAVE SIGNIFICANT COMPETITION FROM A VARIETY OF SOURCES.
The market for recruitment solutions is intensely competitive and
highly fragmented. Although few companies directly compete with us, there are a
large number of job boards, search firms, and portal sites that are vying for
their share of the overall corporate recruiting budget. Although we do not
compete with companies that offer a single database "job board" solution, such
as Monster.com and Career Mosaic, these companies compete with Yahoo! Inc., our
major partner. We expect to face additional competition as other established and
emerging companies, including print media companies and employee recruiting
agencies with established brands, enter the online recruitment market.
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Many of our current and potential competitors have significantly
greater financial, technical, marketing and other resources than we do. In
addition, current and potential competitors may make strategic acquisitions or
establish cooperative relationships to expand their offerings and to offer more
comprehensive solutions.
We believe that there will be rapid business consolidation in the
online recruitment industry. Accordingly, new competitors may emerge and rapidly
acquire significant market share. In addition, new technologies will likely
increase the competitive pressures that we face. The development of competing
technologies by market participants or the emergence of new industry standards
may adversely affect our competitive position. An increase in competition could
result in price reductions, limitations of access to key content on the web,
render our existing software and services obsolete or unmarketable and/or result
in loss of market share.
WE MUST MANAGE OUR GROWTH IN ORDER TO ACHIEVE DESIRED RESULTS.
The evolution of our business and the expansion of our customer base
has resulted in substantial growth in the number of our employees and the scope
of our operations over the last few years. Our future results of operations will
depend in part on the ability of our officers and other key employees to
continue to implement our operational, customer support, and financial control
systems and to expand, train, and manage our employee base.
THE SUCCESSFUL OPERATION OF OUR BUSINESS DEPENDS IN LARGE PART ON OUR
RELATIONSHIPS WITH THIRD PARTIES.
A key element of our business strategy is to develop relationships with
leading industry organizations in order to increase our market presence, expand
distribution channels and broaden our product line. We believe that our
continued success depends in large part on our ability to maintain such
relationships and cultivate additional relationships. There can be no assurance
that our existing strategic partners will not discontinue their relationships
with us, or that we will be able to successfully develop additional strategic
relationships.
In addition, certain technology incorporated in our software is
licensed from third parties on a nonexclusive basis. The termination of any of
these licenses, or the failure of the third-party licensors to adequately
maintain or update their products, could result in delay in our ability to ship
certain of our products while we seek to implement technology offered by
alternative sources. In addition, any required replacement licenses could prove
more costly than our current license relationships and might not provide
technology as powerful and functional as the third-party technology we currently
license. Also, any such delay, to the extent it becomes extended or occurs at or
near the end of a fiscal quarter, could have a material adverse effect on our
results of operations for that quarter. While it may be necessary or desirable
in the future to obtain other licenses relating to one or more of our products
or relating to current or future technologies, we may not be able to do so on
commercially reasonable terms or at all.
OUR OPERATING RESULTS MAY BE SUBJECT TO SIGNIFICANT QUARTERLY FLUCTUATIONS.
Our results of operations have been, and may in the future be, subject
to significant quarterly fluctuations. Such fluctuations could be due to a
variety of factors, including the following:
- the fact that our product revenue consists of a relatively small
number of large dollar transactions and, as a result, may
fluctuate significantly from one quarter to another if the number
of transactions completed varies slightly;
- the introduction of new products by us or our competitors;
- the capital spending patterns of our customers;
- our sales incentive strategy which is based in part on annual
sales targets;
- the fact that a substantial portion of our product revenue often
occurs during the last few weeks of each quarter and, as a
result, any delays in orders or shipments are more likely to
result in revenue not being recognized until the following
quarter; and
- our current expense levels are based in part on our expectations
of future revenue and, as a result, net income for a given period
could be disproportionately affected by any reduction in revenue.
To the extent our level of revenue in the future decreases from past levels
or in some future quarter our revenue or operating results are below the
expectations of stock market securities analysts and investors, our
profitability and the price of our common stock is likely to be materially and
adversely affected.
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ONE LARGE STOCKHOLDER BENEFICIALLY OWNS APPROXIMATELY 37% OF OUR OUTSTANDING
STOCK, IS REPRESENTED ON OUR BOARD OF DIRECTORS AND HAS RIGHTS TO PARTICIPATE IN
CERTAIN WEBHIRE TRANSACTIONS. THIS STOCKHOLDER'S INTERESTS COULD CONFLICT WITH
YOUR INTERESTS AND SIGNIFICANT SALES OF STOCK HELD BY IT COULD HAVE A NEGATIVE
EFFECT ON OUR STOCK PRICE.
Upon the closing of our proposed financing round (see "Recent
Developments") SOFTBANK will beneficially own approximately 33% of our
outstanding common stock, and it currently beneficially owns approximately
37% of our outstanding common stock. In addition, SOFTBANK's affiliate Yahoo!
Inc., of which SOFTBANK owns approximately 27.8%, owns approximately 2.0% of
our outstanding common stock. As a result of their stock ownership, SOFTBANK
and its affiliate have significant control over all matters requiring
stockholder approval, including the election of directors and approval of
significant corporate transactions, and their interests could conflict with
those of other stockholders. Such concentration of ownership may also have
the effect of delaying or preventing a change in control of Webhire. In
addition, sales of significant amounts of shares held by these entities, or
the prospect of these sales, could adversely affect the market price of our
common stock.
SOFTBANK has the right to nominate two members of our Board of
Directors, which currently consists of five members (one of whom is a
SOFTBANK representative), and so long as SOFTBANK continues to hold 10% of
our outstanding common stock, it is entitled to nominate one director each
time a class of directors in which one of its representatives serves is
subject to election. Further, one of SOFTBANK's directors is entitled to
serve as a member of the Board's audit and compensation committees. As a
result of SOFTBANK's board representation, it has significant influence on
all Webhire matters requiring Board approval.
In addition, in the event we propose to enter into a joint venture for
operations in the United Kingdom, continental Europe or Japan or a business
transaction with any competitor of SOFTBANK's affiliate ZDNet, we are required
by the terms of the stock purchase agreement pursuant to which SOFTBANK acquired
our common stock to offer SOFTBANK or one of its affiliates the opportunity to
participate in the transaction on terms and conditions mutually acceptable to us
and them. As a result of these requirements, potential third parties may be
reluctant to negotiate joint ventures or business transactions with us because
they know SOFTBANK and its affiliates will be given the opportunity to
participate in such transactions.
WE DEPEND ON KEY PERSONNEL WHO MAY NOT CONTINUE TO WORK FOR US.
Our future success depends to a significant extent on our senior
management and other key employees, many of whom have acquired specialized
knowledge and skills with respect to our operations. As a result, if any of
these individuals were to leave Webhire, we could face substantial difficulty in
hiring qualified successors and could experience a loss of productivity while
any such successor obtains the necessary training and experience. We also
believe that our future success will depend in large part on our ability to
attract and retain additional key employees. Competition for qualified personnel
in the high tech industry is intense. If we do not succeed in attracting new
personnel, or retaining and motivating existing personnel, our business will be
adversely affected.
OUR STOCK PRICE MAY EXPERIENCE EXTREME PRICE AND VOLUME FLUCTUATIONS AND OUR
STOCKHOLDERS MAY NOT BE ABLE TO RESELL THEIR SHARES AT OR ABOVE THEIR PURCHASE
PRICE.
We cannot predict the extent to which investors' interest in us will
lead to a stable trading market or how liquid the market might become. The stock
market in general and the market prices of shares in technology companies,
particularly those such as ours that offer Internet-based products and services,
have been extremely volatile and have experienced fluctuations that have often
been unrelated or disproportionate to the operating performance of such
companies. The market price of our common stock could be highly volatile and
subject to wide fluctuations in response to many factors, including the
following:
- quarterly variations in our results of operations;
- adverse business developments impacting Webhire;
- changes in financial estimates by securities analysts;
- investor perception of Webhire and online recruitment services in
general;
- announcements by our competitors of new products and services;
and
- fluctuations in our common stock price, which may affect our
visibility and credibility in the online recruitment market.
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In the event of broad fluctuations in the market price of our common stock, you
may be unable to resell your shares at or above your purchase price.
IT IS DIFFICULT TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS.
We regard our intellectual property rights as critical to our success
and rely on a combination of copyright and trade secret laws, employee and
third-party non-disclosure agreements and other methods to protect these rights.
We cannot be assured that the measures we have taken to protect our proprietary
rights will be adequate to prevent misappropriation of our technology or
independent development by others of similar technology. Our inability to
protect our proprietary rights would have a material adverse effect on our
business, financial condition and results of operations.
WE MAY BE SUBJECT TO COSTLY INTELLECTUAL INFRINGEMENT CLAIMS.
As the number of products and services in our industry increases and
these solutions further overlap, the likelihood that our current or future
products may become subject to infringement claims increases. Although we are
not currently the subject of any intellectual property litigation, there has
been substantial litigation regarding copyright, patent and other intellectual
property rights involving computer software companies. Any claims or litigation,
with or without merit, could be costly and could result in a diversion of
management's attention, which could have a material adverse effect on our
business, financial condition and results of operations. Adverse determinations
in such claims or litigation may require us to obtain a license and/or pay
damages, which could also have a material adverse effect on our business,
financial condition and results of operations.
WE MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS.
Although we have not experienced any product liability claims to date,
the sale and support of our products and the incorporation of products from
other companies may entail the risk of product liability claims. Our license
agreements with our customers typically contain provisions intended to limit our
exposure to such claims. For example, we limit our contractual warranties on
"Year 2000" compliance to objective performance standards that we have tested,
and we do not make any warranties for nonconformance if our software products
are combined with other software or data that is not conducive to accurately
calculating, comparing or sequencing date and time data between the twentieth
and twenty-first centuries. There can be no guarantee, however, that such
provisions will be effective in limiting our exposure. A successful product
liability action brought against us could adversely affect our business,
financial condition and results of operations.
ANTI-TAKEOVER PROVISIONS COULD MAKE IT MORE DIFFICULT FOR A THIRD PARTY TO
ACQUIRE US.
Our Board of Directors has the authority to issue up to 5,000,000
shares of preferred stock and to determine the price, rights, preferences,
privileges and restrictions, including voting rights, of those shares without
any further vote or action by the stockholders. The rights of the holders of
common stock may be subject to, and may be adversely affected by, the rights of
the holders of any preferred stock that may be issued in the future. The
issuance of preferred stock may have the effect of delaying, deferring or
preventing a change of control of Webhire without further action by the
stockholders and may adversely affect the voting and other rights of the holders
of common stock. We have no present plans to issue shares of preferred stock.
Further, certain provisions of our charter documents, including provisions
eliminating the ability of stockholders to take action by written consent,
providing for a staggered board of directors and limiting the ability of
stockholders to raise matters at a meeting of stockholders without giving
advance notice, may have the effect of delaying or preventing changes in control
or management of Webhire, which could have an adverse effect on the market price
of our stock.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements are subject to
a number of risks and uncertainties, many of which are beyond our control. All
statements other than statements of historical facts included in this prospectus
regarding our business strategy, future operations, financial position,
estimated revenues, projected costs, prospects, plans and objectives of
management, as well as information concerning expected actions of third parties
are forward-looking statements. When used in this prospectus, the words
"anticipate," "intend," "estimate," "expect," "project" and similar expressions
are intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. All forward-looking
statements speak only as of the date of this prospectus. We do not undertake any
obligation to
6
<PAGE>
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we can
give no assurance that such expectations will prove to be correct. Important
factors that could cause our actual results to differ materially from our
expectations ("cautionary statements") are disclosed under "Risk Factors" and
elsewhere in the prospectus. The cautionary statements qualify all
forward-looking statements attributable to us or persons acting on our behalf.
WEBHIRE, INC.
Webhire, Inc. designs, develops, markets, implements and supports
Internet- and intranet-based recruiting solutions to automate candidate
sourcing, Internet job posting, and recruitment management at corporations,
organizations, Internet portals, and online career sites. Our solutions
enable organizations to strategically manage their recruiting and staffing
activities online and streamline their Internet recruiting process. We market
these services to corporations who are experiencing rapid growth, a shortage
of skilled labor and an urgent need to complete staffing initiatives.
In June 1999, we entered into an alliance with Yahoo!, Inc. Through
this alliance, we develop, market and support three services which are
co-branded with the Yahoo! name: Yahoo! Recruiter, a complete end-to-end
Internet recruiting solution which is sold primarily to corporate recruiters,
Yahoo! Careers Resume Shop, a free resume management application for job
seekers, and Yahoo! Resumes, an online tool that corporate recruiters use to
search the resumes contained in the Yahoo! Careers Resume Shop database. Our
solutions are the exclusive means for corporations to gain access to the
online candidates within the Yahoo! Careers Resume Shop. We share revenues
from these services with Yahoo!.
We also deliver products which are marketed under the Webhire brand:
Webhire Agent, an automated web search agent; Webhire Enterprise, a complete,
integrated recruiting suite designed to meet the needs of large
organizations; Webhire JobPost, an automated solution for corporate job
posting; and Webhire Job Canopy, a complete solution for career site
management that is marketed to Internet media company and portal sites. We
deliver our Internet solutions to customers using a web services model,
selling the services on a subscription basis, for direct access by
subscribers over the Internet via a standard web browser. Our solution for
large organizations, Webhire Enterprise, is sold through both the application
service provider (ASP) model and also as traditionally licensed software.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information about the
Public Reference Room. Our SEC filings are also available to the public from the
SEC's web site at http://www.sec.gov. Our common stock is quoted on the Nasdaq
National Market, and reports, proxy and information statements and other
information concerning Webhire may be inspected at the Nasdaq Stock Market at
1735 K Street, N.W., Washington, D.C. 20006.
Our web site is located at http://www.webhire.com.
The SEC allows us to incorporate by reference the information we file
with them into this prospectus, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede the information already incorporated by reference. We are
incorporating by reference the documents listed below, which we have already
filed with the SEC, and any future filings we make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, until the
selling stockholders sell all of the shares that are being offered in this
prospectus.
1. Our Annual Report on Form 10-K for the year ended September 30,
1999 (File No. 0-20735);
2. Our Quarterly Report on Form 10-Q for the quarter ended December
31, 1999 (File No. 0-20735);
3. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 (File No. 0-20735);
4. Our Current Report on Form 8-K, filed with the SEC on July 18,
2000 (File No. 000-20735); and
5. The description of our common stock set forth in our
registration statement on Form 8-A, filed with the SEC on June
21, 1996 and any amendments or reports filed for the purpose
of updating this description (File No. 0-20735).
YOU MAY REQUEST A COPY OF THESE FILINGS, AND ANY EXHIBITS WE HAVE
SPECIFICALLY INCORPORATED BY REFERENCE AS AN EXHIBIT IN THIS PROSPECTUS, AT NO
COST BY WRITING OR TELEPHONING US AT THE FOLLOWING ADDRESS: WEBHIRE, INC., 91
HARTWELL AVENUE, LEXINGTON, MASSACHUSETTS 02421, ATTENTION: CHIEF FINANCIAL
OFFICER. OUR TELEPHONE NUMBER IS 781-869-5000.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone to provide you with different information. The selling stockholders are
not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or the
documents incorporated by reference is accurate as of any date other than the
date on the front of this prospectus or those documents.
USE OF PROCEEDS
The proceeds from the sale of the common stock offered pursuant to this
prospectus are solely for the account of the selling stockholders. Accordingly,
we will not receive any proceeds from the sale of the shares by the selling
stockholders.
REGISTRATION RIGHTS OF THE SELLING STOCKHOLDERS
On July 9, 1999, we issued an aggregate of 312,072 shares of common
stock to the selling stockholders. We issued the shares pursuant to the terms of
a merger agreement under which we acquired HireWorks, Inc. from the selling
stockholders. The following is a summary of the material terms and provisions of
the registration rights agreement we entered into with the selling stockholders
in connection with our acquisition of HireWorks. This summary may not contain
all the information that is important to you. You can obtain complete
information by
7
<PAGE>
referring to the registration rights agreement, which has been filed as an
exhibit to the registration statement of which this prospectus is a part.
In connection with our acquisition of HireWorks, we agreed to file a
registration statement, at the request of the selling stockholders, that
would cover sales by the selling stockholders of the shares of common stock
that they received in consideration of their sale to us of HireWorks. We also
agreed to use our best efforts to cause the SEC to declare the registration
statement effective and to keep the registration statements continuously
effective until specified dates. On August 24, 1999, the selling stockholders
requested that we register 234,055 of the 312,072 shares that they received
in connection with the HireWorks acquisition, and on July 11, 2000, they
requested that we register the remaining 78,017 of such shares.
The registration rights agreement allows us to suspend use of this
prospectus in some circumstances. In addition, any shares of common stock sold
by the selling stockholders pursuant to this prospectus will no longer be
entitled to the benefits of the registration rights agreement.
The registration rights agreement requires us to bear the expenses of
registering the sale of the shares of common stock. We also agreed to indemnify
the selling stockholders and each person controlling any of them against all
claims, losses, damages, liabilities and expenses arising under the securities
laws in connection with the registration statement or this prospectus, subject
to limitations specified in the registration rights agreement. In addition, the
selling stockholders agreed to indemnify us, and our directors, officers and
other stockholders and any person controlled by or under common control with us
or any of our officers, directors or other stockholders against all losses,
claims, damages, expenses and liabilities arising under the securities laws if
they result from either an untrue statement or omission based upon information
furnished to us by the selling stockholders for use in the registration
statement or this prospectus, or the failure by the selling stockholders to
provide an offeree with an updated prospectus we have filed with the SEC.
THE SELLING STOCKHOLDERS
The following table sets forth the number of shares of our common stock
beneficially owned by the selling stockholders as of June 30, 2000, the number
of shares of common stock covered by this prospectus and the total number of
shares of common stock which the selling stockholders will beneficially own upon
completion of this offering. The number of shares beneficially owned includes
any shares held by the selling stockholders that are currently exercisable or
are exercisable within 60 days following June 30, 2000. This table assumes that
the selling stockholders will offer for sale all of the shares of common stock
offered by this prospectus, although there is no guarantee that they will do so.
The shares of common stock offered by this prospectus will be offered
from time to time by the selling stockholders named below. The amounts set forth
below are based upon information provided to us by the selling stockholders as
of June 30, 2000 and are accurate to the best of our knowledge. It is possible,
however, that the selling stockholders may acquire or dispose of additional
shares of common stock from time to time after the date of this prospectus.
The percentage of our shares of common stock that will be held by
each selling stockholder after completion of this offering will be less than
one percent (1%), assuming each stockholder sells all of the shares offered
by this prospectus. The total number of shares of common stock outstanding
used in calculating this percentage is based on the total number of shares of
common stock outstanding as of June 30, 2000. None of the selling
stockholders has a material relationship with us, except that Deborah Hamill
is our Director of Engineering. From July 1999 to April 2000, Henry M.
Margolis was our Vice President of Strategic Marketing.
8
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY COMMON STOCK COMMON STOCK TO BE
OWNED AS OF COVERED BY THIS BENEFICIALLY OWNED
JUNE 30, 2000 PROSPECTUS AFTER OFFERING
-------------- --------------- -------------------
<S> <C> <C> <C>
NAME
Deborah Hamill 91,785 27,536 64,249
Brian K. Kelley 91,786 91,786 -
Henry M. Margolis 192,750 192,750 -
------- ------- --------
TOTAL 376,321 312,072 64,249
======= ======= =======
</TABLE>
PLAN OF DISTRIBUTION
This prospectus relates to the possible offer and sale from time to
time of up to an aggregate of 312,072 shares of our common stock by the selling
stockholders. We are registering the sale of the shares of common stock pursuant
to our obligations under the registration rights agreement, but the registration
of the sale of the shares of common stock does not necessarily mean that any of
the shares of common stock will be offered or sold by the selling stockholders.
Subject to our rights under the registration rights agreement to prohibit the
sale of the shares offered hereby for a limited period of time under certain
circumstances, the selling stockholders will act independently of us in
marketing decisions with respect to the timing, manner and size of each sale.
The distribution of the shares of common stock may be effected from
time to time in one or more underwritten transactions at a fixed price or
prices, which may be changed, at market prices prevailing at the time of sale,
at prices related to prevailing market prices or at negotiated prices. Any
underwritten offering may be on a "best efforts" or a "firm commitment" basis.
In an underwritten offering, underwriters or agents may receive compensation in
the form of discounts, commissions or concessions from the selling stockholders.
Underwriters may sell the shares of common stock to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters. Such dealers may also receive commissions
from the purchasers for whom they may act as agents.
The selling stockholders and any underwriters, dealers or agents that
participate in the distribution of the shares of common stock may be deemed to
be underwriters under the Securities Act of 1933, and any profit on the sale of
the shares of common stock by them and any discounts, commissions or concessions
received by any underwriters, dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act of 1933. At any
time a particular offer of shares of common stock is made by the selling
stockholders, a prospectus supplement, if required, will be distributed that
will, where applicable:
- identify any underwriter, dealer or agent;
- describe any compensation in the form of discounts, concessions,
commissions or otherwise received by each underwriter, dealer or
agent and in the aggregate to all underwriters, dealers and
agents;
- identify the amounts underwritten;
- identify the nature of the underwriter's obligation to take the
shares of common stock; and
- provide any other required information.
The sale of shares of common stock by the selling stockholders may also
be effected by selling shares of common stock directly to purchasers or to or
through broker-dealers. In connection with any such sale, any such broker-dealer
may act as agent for the selling stockholders or may purchase from the selling
stockholders all or a portion of the shares of common stock as principal, and
may be made pursuant to any of the methods described below. Such sales may be
made in the over-the-counter market, in negotiated transactions, on any exchange
or exchanges on which the shares are then traded or otherwise, at prices and at
terms then prevailing or at prices related to the then-current market prices or
at prices otherwise negotiated.
Shares of common stock may also be sold in one or more of the following
transactions:
9
<PAGE>
- block transactions in which a broker-dealer may sell all or a
portion of such shares as agent but may position and resell all
or a portion of the block as principal to facilitate the
transaction;
- purchases by any such broker-dealer as principal and resale by
such broker-dealer for its own account pursuant to any supplement
to this prospectus;
- a special offering, an exchange distribution or a secondary
distribution in accordance with applicable stock exchange rules;
- ordinary brokerage transactions and transactions in which any
such broker-dealer solicits purchasers;
- sales "at the market" to or through a market maker or into an
existing trading market, on an exchange or otherwise, for such
shares; and
- sales in other ways not involving market makers or established
trading markets, including direct sales to purchasers.
In effecting sales, broker-dealers engaged by the selling stockholders
may arrange for other broker-dealers to participate. Broker-dealers will receive
commissions or other compensation from the selling stockholders in amounts to be
negotiated prior to the sale that will not exceed those customary in the types
of transactions involved. Broker-dealers may also receive compensation from
purchasers of the shares of common stock which is not expected to exceed that
customary in the types of transactions involved.
To comply with applicable state securities laws, the shares of common
stock will be sold, if necessary, in such jurisdictions only through registered
or licensed brokers or dealers. In addition, shares of common stock may not be
sold in some states unless they have been registered or qualified for sale in
the state or an exemption from such registration or qualification requirement is
available and is complied with.
All expenses relating to the offering and sale of the shares of common
stock will be paid by us, with the exception of commissions, discounts and fees
of underwriters, broker-dealers or agents who may be engaged by the selling
stockholders in connection with the sale of the shares registered hereunder,
transfer taxes on the shares and any legal, accounting and other expenses
incurred by the selling stockholders other than up to $5,000 in legal fees for
one counsel to the selling stockholders which we have agreed to pay on behalf of
the selling stockholders. We also have agreed to indemnify the selling
stockholders against certain claims, losses, damages, liabilities and expenses,
including liabilities under the Securities Act of 1933.
VALIDITY OF THE COMMON STOCK
The validity of the shares of common stock offered by this prospectus
will be passed upon for us by McDermott, Will & Emery.
10
<PAGE>
You should rely only on the information contained in this prospectus,
incorporated herein by reference or contained in a prospectus supplement.
Neither we nor the selling stockholders have authorized anyone else to provide
you with different or additional information. The selling stockholders are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus, or
incorporated herein by reference, or in any prospectus supplement is accurate as
of any date other than the date on the front of those documents.
312,072 SHARES OF COMMON STOCK
WEBHIRE, INC.
---------------
PROSPECTUS
---------------
AUGUST __, 2000
---------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
The following table sets forth the estimated fees and expenses payable
by us in connection with the issuance and distribution of the securities
registered hereby:
<TABLE>
<S> <C>
Registration fee....................... $690
Legal fees and expenses................ 15,000
Accounting fees and expenses........... 5,000
Printing and duplicating expenses...... 1,000
Blue sky fees and expenses............. 1,000
Miscellaneous.......................... 5,000
-------
Total.................................. $ 27,690
</TABLE>
--------------------
* All amounts except the registration fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its directors, officers, employees and agents against
certain liabilities they may incur in such capacities, including liabilities
under the Securities Act of 1933, provided they act in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation. Webhire's certificate of incorporation and bylaws require Webhire
to indemnify its officers and directors to the full extent permitted by Delaware
law.
Section 102 of the Delaware General Corporation Law authorizes a
corporation to limit or eliminate its directors' liability to the corporation or
its stockholders for monetary damages for breaches of fiduciary duties, other
than for (a) breaches of the duty of loyalty, (b) acts or omissions involving
bad faith, intentional misconduct or knowing violations of the law, (c) unlawful
payments of dividends, stock purchases or redemptions, or (d) transactions from
which a director derives an improper personal benefit. Webhire's certificate of
incorporation contains provisions limiting the liability of the directors to
Webhire and to its stockholders to the full extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law authorizes a
corporation to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation against any
liability asserted against him and incurred by him or her in any such capacity,
or arising out of his or her status as such. Webhire's bylaws provide that
Webhire may, to the full extent permitted by law, purchase and maintain
insurance on behalf of any director, officer, employee or agent of Webhire
against any liability that may be asserted against him or her, and Webhire
currently maintains such insurance. Webhire currently has $25 million of
liability insurance covering its directors and officers for claims asserted
against them or incurred by them in such capacity, including claims brought
under the Securities Act.
The Company has also entered into Indemnity Agreements with Messrs.
Perkins, Costello, Campanello, Fahey and Lax and former director Mr. Johnston in
order to induce their services on the Board of Directors of the Company. These
agreements provide each of the directors with a contractual right to
indemnification, to the extent permitted by Delaware law and Webhire's
certificate of incorporation, for certain expenses they may incur due to suits
brought against them in their capacity as directors of Webhire.
The foregoing provisions and agreements could reduce the legal remedies
available to Webhire and its stockholders against Webhire's directors and
officers.
II-1
<PAGE>
In connection with this offering, the selling stockholders have agreed
to indemnify our directors and officers against all losses, claims, damages,
expenses and liabilities arising under the securities laws to the extent they
result from either information furnished to us by the selling stockholders for
use in this registration statement or the prospectus of which it is a part or
the failure by the selling stockholders to provide an offeree with an updated
prospectus we have filed with the SEC.
ITEM 16. EXHIBITS.
3.1 Form of Third Amended and Restated Certificate of Incorporation of
Webhire, Inc. (Incorporated by reference to the relevant exhibit to the
Webhire, Inc. (f/k/a Restrac, Inc.) registration statement on Form S-1,
as amended (File No. 333-03521) which was originally filed with the SEC
on May 10, 1996.)*
3.2 Certificate of Ownership and Merger Merging Webhire, Inc. into Restrac,
Inc. and changing the name of Restrac, Inc. to Webhire, Inc.*
3.3 Amended and Restated By-laws of Webhire, Inc. (Incorporated by reference
to the relevant exhibit to the Webhire, Inc. (f/k/a Restrac, Inc.)
registration statement on Form S-1, as amended (File No. 333-03521) which
was originally filed with the SEC on May 10, 1996.)*
5.1 Opinion of McDermott, Will & Emery as to the legality of the securities
being registered.*
5.2 Opinion of McDermott, Will & Emery as to the legality of the additional
securities being registered.*
10.10 Stock Purchase Agreement by and among Webhire, Inc., Korn/Ferry
International SOFTBANK Capital Partners LP, GMN Investors II, L.P.,
Aventine International Fund and Bricoleur Partners II, L.P., dated
July 10, 2000.*
23.1 Consent of McDermott, Will & Emery (included as part of Exhibit 5.1 and
Exhibit 5.2 hereto).*
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.*
24.1 Powers of Attorney (included on signature page of registration statement).*
99.1 Registration Rights Agreement, dated July 9, 1999, by and among Webhire and
the holders named therein.*
--------------------
* previously filed
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
II-2
<PAGE>
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Lexington, Commonwealth of Massachusetts, on this
15th day of August, 2000.
WEBHIRE, INC.
/s/ Martin J. Fahey
-------------------------------------------
Martin J. Fahey
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
*
------------------------ Chairman of the Board of Directors August 15, 2000
Lars D. Perkins
/s/ Martin J. Fahey President, Chief Executive Officer August 15, 2000
------------------------ and Director (Principal Executive
Martin J. Fahey Officer)
*
------------------------
Russell J. Campanello Director August 15, 2000
*
------------------------
J. Paul Costello Director August 15, 2000
*
------------------------
Charles R. Lax Director August 15, 2000
/s/ Stephen Allison Chief Financial Officer (Principal August 15, 2000
------------------------ Financial Officer and Principal
Stephen Allison Accounting Officer)
</TABLE>
* By: /s/ Martin J. Fahey
--------------------
Martin J. Fahey
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1 Form of Third Amended and Restated Certificate of Incorporation of
Webhire, Inc. (Incorporated by reference to the relevant exhibit to
the Webhire, Inc. (f/k/a Restrac, Inc.) registration statement on
Form S-1, as amended (File No. 333-03521) which was originally
filed with the SEC on May 10, 1996.)*
3.2 Certificate of Ownership and Merger Merging Webhire, Inc. into
Restrac, Inc. and changing the name of Restrac, Inc. to Webhire,
Inc.*
3.3 Amended and Restated By-laws of Webhire, Inc. (Incorporated by
reference to the relevant exhibit to the Webhire, Inc. (f/k/a
Restrac, Inc.) registration statement on Form S-1, as amended (File
No. 333-03521) which was originally filed with the SEC on May 10,
1996.)*
5.1 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.*
5.2 Opinion of McDermott, Will & Emery as to the legality of the
additional securities being registered.*
10.10 Stock Purchase Agreement by and among Webhire Inc., Korn/Ferry
International, SOFTBANK Capital Partners LP, GMN Investors II,
L.P., Aventine International Fund and Bricoleur Partners II, L.P.,
dated July 10, 2000.*
23.1 Consent of McDermott, Will & Emery (included as part of Exhibit
5.1 and Exhibit 5.2 hereto).*
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.*
24.1 Powers of Attorney (included on signature page of registration
statement).*
99.1 Registration Rights Agreement, dated July 9, 1999, by and among
Webhire and the holders named therein.*
--------------------
* previously filed
