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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 (I.R.S. Employer Identification No.)
or Organization)
333 Research Court, Suite 200
Atlanta, Georgia 30092
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to the General Instruction A.(c), pursuant to the General Instruction A.(d),
please check the following box. [ ] please check the following box. [ ]
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Securities Act registration statement file number to which this form
relates: N/A
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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Junior Participating Preferred Stock Purchase Rights
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Introduction
On April 15, 2000, the Board of Directors of HeadHunter.NET, Inc. (the
"Corporation") declared a dividend of one preferred stock purchase right (a
"Right") for each outstanding share of common stock (the "Common Shares"), of
the Corporation. The dividend was paid on April 27, 2000 (the "Record Date") to
the shareholders of record on that date. Each Right entitles the registered
holder to purchase from the Corporation one one-thousandth of a share of Junior
Participating Preferred Stock, par value $0.01 per share (the "Preferred
Shares"), of the Corporation, at a price of $200 per one one-thousandth of a
Preferred Share (a "Unit"), subject to adjustment (the "Exercise Price"). The
description and terms of the Rights are set forth in the Shareholder Protection
Rights Agreement, as the same may be amended from time to time (the "Rights
Agreement"), dated as of April 15, 2000 between the Corporation and American
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").
Separation Time
Until the date on which certain events take place (the "Separation
Time"), the Rights will be evidenced by, with respect to any Common Share
certificate outstanding on the Record Date, such Common Share and a Summary of
Rights mailed to each holder of record on the Record Date. The term "Separation
Time" means the close of business on the earlier of (a) the tenth business day
(or such earlier or later date as may be determined by the Board of Directors of
the Corporation) following a public announcement by the Corporation that a
person or group of affiliated or associated persons has acquired beneficial
ownership of 15% or more of the outstanding Common Shares (collectively, an
"Acquiring Person") (the "Flip-in Date") or (b) the tenth business day (or such
later date as may be determined by the Board of Directors of the Corporation)
after the date on which any person or group of affiliated or associated persons
commences a tender or exchange offer the consummation of which would result in
the beneficial ownership by such Person of 15% or more of such outstanding
Common Shares. However, an Acquiring Person does not include (a) any person who
is the beneficial owner of 15% or more of the outstanding Common Shares on April
15, 2000 (the date of adoption of the Rights Agreement), who becomes a
beneficial owner of 15% or more of the outstanding Common Shares solely as a
result of an acquisition of Common Shares by the Corporation, or who acquires
15% or more of the outstanding Common Shares pursuant to the Agreement and Plan
of Merger, dated April 15, 2000, by and among the Corporation, Resume
Acquisition Corporation, Omnicom Group Inc., Bernard Hodes Group Inc. Career
Mosaic Inc. and ITC Holding Company, Inc. ("ITC"), unless such person shall
thereafter acquire beneficial ownership of additional Common Shares (except
additional Common Shares obtained by ITC upon exercise of options granted to
directors who are ITC representatives), (b) a person who acquires beneficial
ownership of 15% or more of the outstanding Common Shares without any intention
to affect control of the
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Corporation and who thereafter promptly divests sufficient shares so that such
person ceases to be the beneficial owner of 15% or more of the outstanding
Common Shares, or (c) a person who is or becomes a beneficial owner of 15% or
more of the outstanding Common Shares as a result of an option granted by the
Corporation in connection with an agreement to acquire or merge with the
Corporation prior to a Flip-In Date.
Transfer of Rights and Certificates
The Rights Agreement provides that, until the Separation Time, the
Rights will be transferred with and only with the Common Shares. Until the
Separation Time (or the earlier termination or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Separation Time (or the earlier termination or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation,
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable following the
Separation Time, separate certificates evidencing the Rights (the "Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Separation Time, and such separate Right
Certificates alone will evidence the Rights.
Exercise Period
The Rights are not exercisable until the Separation Time. After the
Separation Time and prior to the Expiration Time, each Right (unless previously
terminated) will entitle the holder to purchase, for the Exercise Price, one
one-thousandth of a share of the Preferred Shares. The Rights will expire on the
Expiration Time, unless the Expiration Time is extended, or the Rights are
earlier terminated by the Corporation. The term "Expiration Time" is defined in
the Rights Agreement and generally means April 15, 2010, unless the Rights are
sooner exchanged or terminated.
Adjustments
The Exercise Price payable, and the number of outstanding Rights and the
number of one one-thousandth interests in Preferred Shares issuable upon
exercise of each Right, are subject to adjustment in the event of a stock split
of the Common Shares or a stock dividend on the Common Shares payable in Common
Shares or subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Separation Time.
If prior to the Separation Time, the Corporation distributes securities
or assets in exchange for Common Shares (other than regular cash dividends or a
dividend paid solely in Common Shares) whether by dividend, reclassification or
otherwise, the Corporation
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shall make such adjustments, if any, in the Exercise Price, number of Rights and
otherwise as the Board of Directors deems appropriate.
Exercise of Rights for Common Stock
At a Flip-in Date, Rights owned by the Acquiring Person or any affiliate
or associate thereof or any transferee thereof will automatically become void
and, subject to the Exchange Option summarized below, each other Right will
automatically become a right to buy, for the Exercise Price, that number of
Common Shares having a market value of twice the Exercise Price. Instead of
issuing Common Shares upon exercise of a Right following a Flip-in Date, the
Corporation may substitute cash, property, a reduction in the Exercise Price,
Preferred Shares or other securities (or any combination of the above) having a
value equal to the Common Shares which would otherwise be issuable. After a
Flip-in Date occurs, the Corporation may not consolidate or merge with, or sell
50% or more of its assets or earning power to, any person, if the Corporation's
Board of Directors is controlled by the Acquiring Person, unless proper
provision is made so that each Right would thereafter become a right to buy, for
the Exercise Price, that number of shares of common stock of such other person
having a market value of twice the Exercise Price.
Optional Exchange of Rights
At any time after a Flip-in Date occurs and prior to the time a person or
group of persons become the beneficial owner of more than 50% of the outstanding
Common Shares, the Board of Directors of the Corporation may elect to exchange
all of the outstanding Rights (other than Rights owned by such person or group
which have become void), for shares of Common Shares at an exchange ratio
(subject to adjustment) of one Common Share per Right (the "Exchange Option").
Termination of Rights
At any time prior to a Flip-in Date, the Board of Directors of the
Corporation may terminate the Rights. Immediately upon any termination of the
Rights, the right to exercise the Rights will terminate.
Amendments
The Corporation and the Rights Agent may amend the Rights Agreement in
any respect prior to the occurrence of a Flip-in Date. Thereafter, the
Corporation and the Rights Agent may amend the Rights Agreement (i) in any
respect which shall not materially adversely affect the interests of holders of
Rights generally, (ii) to cure an ambiguity or (iii) to correct or supplement
any provision which may be inconsistent with any other provision or otherwise
defective.
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Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Corporation, including, without limitation, the
right to vote or to receive dividends.
Preferred Stock
Each Unit of Preferred Stock will receive dividends at a rate per Unit
equal to any dividends (except dividends payable in Common Shares) paid with
respect to Common Shares and, on a quarterly basis, an amount per whole
Preferred Share equal to the excess of $1.00 over the aggregate dividends per
whole share of Preferred Stock during the immediately preceding three-month
period.
Unless the full cumulative dividends (including any dividend to be due
upon payment of a dividend or distribution on Common Shares) on all Units of
Preferred Stock have been paid, the Corporation may not declare or pay any
dividend on any Common Shares or any other stock ranking junior to the Preferred
Stock nor may the Corporation redeem or purchase any Common Shares or other
stock ranking junior to the Preferred Stock.
In the event of liquidation, the holder of each Unit of Preferred Stock
will receive a preferred liquidation payment equal to the greater of $.001 or
the per share amount paid in respect of a Common Share.
Each Unit of Preferred Stock will have one vote, voting together with
the Common Shares.
In the event of any merger, consolidation, statutory share exchange or
other transaction in which Common Shares are exchanged, each Unit of Preferred
Stock will be entitled to receive the per share consideration paid in respect of
each Common Share.
The rights of holders of the Preferred Stock as to dividends,
liquidation and voting, and in the event of mergers, statutory share exchanges
and consolidations, are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the economic value of one Unit of Preferred Stock that may be
acquired upon the exercise of each Right should approximate the economic value
of one Common Share.
ITEM 2. EXHIBITS
1. Shareholder Protection Rights Agreement, dated as of April 15,
2000, between HeadHunter.NET, Inc. and American Stock Transfer & Trust Company
(which includes
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as exhibits thereto the Form of Rights Certificate and the Articles of Amendment
Establishing the Preferences and Rights of Junior Participating Preferred Stock)
2. Articles of Incorporation, as amended, incorporated herein by
reference to Exhibit 3.1 to HeadHunter.NET's registration statement on Form
S-1 (Registration No. 333-80915)
3. Amended and Restated Bylaws, incorporated herein by reference
to Exhibit 3.2 to HeadHunter.NET's registration statement on Form S-4
(Registration No. 333-37430)
4. Specimen common stock certificate, incorporated herein by
reference to Exhibit 4.1 to HeadHunter.NET's registration statement on Form S-1
(Registration No. 333-80915)
5. Press release dated April 17, 2000, incorporated herein by
reference to Exhibit 99.5 of the Form 8-K, dated as of April 15, 2000, of
HeadHunter.NET, Inc.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
HEADHUNTER.NET, INC.
Date: June 1, 2000 By: /s/ Mark W. Partin
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Name: Mark W. Partin
Title: Chief Financial Officer
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