<PAGE> 1
========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-------------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
HEADHUNTER.NET, INC.
(Exact Name of Registrant as Specified in Its Charter)
GEORGIA 58-2403177
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
6410 Atlantic Boulevard, Suite 160
Norcross, Georgia 30071
(Address and Zip Code of Principal Executive Offices)
If this form related to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form related to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box: [X]
Securities Act registration statement file number to which this Form 8-A
relates:
333-80915
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
NOT APPLICABLE NOT APPLICABLE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(Title of class)
===============================================================================
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the common stock of HeadHunter.NET, Inc. set forth
0nder the caption "Description of Capital Stock" in the prospectus to be filed
by HeadHunter.NET, Inc. pursuant to Rule 424(b) as part of its registration
statement on Form S-1 (File No. 333-80915), as amended, is hereby incorporated
by reference herein. Such prospectus shall be deemed to be incorporated by
reference in this registration statement on Form 8-A.
ITEM 2. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
-------------- ----------------------
<S> <C>
3.1 Articles of Incorporation of HeadHunter.NET, as
amended (incorporated by reference from Exhibit 3.1
to HeadHunter.NET's registration statement on Form
S-1 (File No. 333-80915))
3.2 Bylaws of HeadHunter.NET (incorporated by reference
from Exhibit 3.2 to HeadHunter.NET's registration
statement on Form S-1 (File No. 333-80915))
4.1 Specimen stock certificate of common stock
(incorporated by reference from Exhibit 4.1 to
HeadHunter.NET's registration statement on Form S-1
(File No. 333-80915))
10.1 Contribution Agreement dated July 15, 1998 among ITC
Holding Company, Inc., Warren L. Base and
HeadHunter.NET (incorporated by reference from
Exhibit 10.5 to HeadHunter.NET's registration
statement on Form S-1 (File No. 333-80915))
</TABLE>
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, HeadHunter.NET, Inc. has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
HEADHUNTER.NET, INC.
Date: August 11, 1999 By: /s/ Mark W. Partin
---------------------
Name: Mark W. Partin
Title: Chief Financial Officer and Assistant
Secretary
