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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MAY 11, 2000
HOTJOBS.COM, LTD.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 0-26891
DELAWARE 13-3931821
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
406 West 31st Street, 9th Floor
New York, NY 10001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 699-5300
NOT APPLICABLE
(Former name or former address, if changed since last report)
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This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 24, 2000.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 11, 2000, HotJobs.com, Ltd., a Delaware corporation (the "Company"),
completed the previously announced merger transaction with Resumix, Inc.
("Resumix") pursuant to which Resumix became a wholly-owned subsidiary of the
Company.
Pursuant to the merger, certain stockholders of Resumix owning in the
aggregate approximately 99.1% of the outstanding capital stock of Resumix
received, in exchange for their outstanding shares of preferred stock and
common stock of Resumix, a number of shares of common stock of the Company
determined by multiplying the number of shares of common and preferred stock
of Resumix held by them by .2352941 (the "Conversion Number"). As a result,
the Company issued 3,560,019 shares of common stock of the Company, of which
359,282 will be held in escrow for one year from the May 11, 2000 closing
date pending satisfaction of certain conditions. As a result of the merger,
all other stockholders of Resumix who were not "accredited investors"
received, in exchange for each of their shares of common stock of Resumix, an
amount in cash equal to $2.47 per share. The Company has paid approximately
$392,000.
In addition, the Current Report on Form 8-K filed by the Company on May 1,
2000 announcing the signing of a merger agreement with Resumix is
incorporated herein by reference and made a part hereof.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The following appear as Exhibit 99(b) to this Current Report on Form 8-K/A
and are incorporated into this document by reference:
Consolidated balance sheets of Resumix, Inc. and subsidiaries as of
December 31, 1998, December 31, 1999 and March 31, 2000 (unaudited), and
the related consolidated statements of operations and comprehensive income
(loss), shareholders' (deficit) equity, and cash flows for each of the years
in the three-year period ended December 31, 1999 and for the three-months
ended March 31, 1999 (unaudited) and March 31, 2000 (unaudited).
(b) Pro Forma Financial Information.
The following appear as Exhibit 99(c) to this Current Report on Form 8-K/A
and are incorporated into this document by reference:
(i) Unaudited condensed consolidated pro forma balance sheet of
HotJobs.com, Ltd. as of March 31, 2000;
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(ii) Unaudited condensed consolidated pro forma statement of
operations of HotJobs.com, Ltd. for the three-months ended
March 31, 2000; and
(iii) Unaudited condensed consolidated pro forma statement of
operations of HotJobs.com, Ltd. for the year ended
December 31, 1999.
(c) Exhibits. The following documents are filed as exhibits to this report:
(2) Agreement and Plan of Merger, dated as of April 25,
2000, by and among HotJobs.com, Ltd., Resumix
Acquisition Corp., Resumix, Inc., Ceridian
Corporation, General Atlantic Partners 48, L.P., GAP
Coinvestment Partners, L.P., General Atlantic
Partners 60, L.P., GAP Coinvestment Partners II,
L.P., Double Diamond Associates, LLC and Stephen J.
Ciesinski (incorporated by reference to the Form 8-K
filed by HotJobs.com, Ltd. on May 1, 2000).
(10(a)) Employment Agreement by and between HotJobs.com,
Ltd. and Stephen J. Ciesinski dated as of April 25,
2000 (incorporated by reference to the Form 8-K
filed by HotJobs.com, Ltd. on May 1, 2000).
(10(b)) Form of Officer Employment Agreement (incorporated
by reference to the Form 8-K filed by HotJobs.com,
Ltd. on May 1, 2000).
(10(c)) Registration Rights Agreement, dated as of May 11,
2000 by and among HotJobs.com, Ltd. and the
Shareholders listed on Schedule I thereto
(previously filed with the Form 8-K filed by
HotJobs.com, Ltd. on May 24, 2000).
(23) Consent of Independent Auditors.
(99(a)) Press release dated May 11, 2000 (previously filed
with the Form 8-K filed by HotJobs.com, Ltd. on
May 24, 2000).
(99(b)) Consolidated balance sheets of Resumix, Inc. and
subsidiaries as of December 31, 1998, December 31,
1999 and March 31, 2000 (unaudited) and the related
consolidated statements of operations and
comprehensive income (loss), shareholders' (deficit)
equity, and cash flows for each of the years in the
three-year period ended December 31, 1999 and for
the three-months ended March 31, 1999 (unaudited) and
March 31, 2000 (unaudited).
(99(c)) Unaudited condensed consolidated pro forma balance
sheet of HotJobs.com, Ltd. as of March 31, 2000 and
the related unaudited condensed consolidated
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statements of operations of HotJobs.com, Ltd. for the
three-months ended March 31, 2000 and for the year
ended December 31, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HOTJOBS.COM, LTD.
Date: July 24, 2000 By: /s/ Lowell W. Robinson
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Name: Lowell W. Robinson
Title: Chief Financial Officer
