HOTJOBS COM LTD
8-K, 2000-02-07
BUSINESS SERVICES, NEC
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<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549



                                    FORM 8-K


                           Current Report Pursuant to
                           Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported):   February 7, 2000
                                                             ----------------


                                HotJobs.com, Ltd.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                                    Delaware
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


        0-26891                                         13-3931821
- ------------------------                    ------------------------------------
(Commission File Number)                    (I.R.S. Employer Identification No.)


24 West 40th Street, 14th Floor, New York, NY             10018
- ---------------------------------------------           ----------
  (Address of Principal Executive Offices)              (Zip Code)


                                 (212) 699-5300
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)



- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>



Item 5.  Other Events

         A copy of the Company's press release announcing certain of its
         financial results for three months any year ended December 31,
         1999 is attached hereto as Exhibit 99.1 and is incorporated herein
         by reference.

         The Company's prospectus dated November 10, 1999 states that
         "17,875,000 shares will be eligible for sale 90 days after the date
         of this prospectus, subject in some cases to the restrictions of
         Rule 144." As of the date hereof, after taking into account the
         restrictions of Rule 144, only approximately 6,000,000 shares will
         be saleable within the 90-day period beginning February 9, 2000.

Item 7.  Financial Statements and Exhibits

         (c) Exhibits. The following documents are filed as exhibits to this
                       report:

             99.1      Press Release dated February 7, 2000.



<PAGE>

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.
                                             -----------------
                                             (Registrant)


                                             By: /s/ Richard S. Johnson
                                                 --------------------------
                                                 Name: Richard S. Johnson
                                                 Title: President and Chief
                                                        Executive Officer




Dated:  February 7, 2000

<PAGE>

                                  Exhibit Index



Exhibit

         99.1     Press Release, dated February 7, 2000.




<PAGE>

                                                                Exhibit 99.1

[LOGO OF HOTJOBS.COM]
[GRAPHIC OMITTED]

FOR IMMEDIATE RELEASE
- ---------------------
February 7, 2000


                     FOURTH QUARTER REVENUES AT HOTJOBS.COM
                     --------------------------------------
                      CLIMB 572% OVER PRIOR YEAR'S QUARTER
                      ------------------------------------

NEW YORK, NY, FEBRUARY 7, 2000 -- HotJobs.com, Ltd. (Nasdaq: HOTJ) today
announced its financial results for the quarter and year ended December 31,
1999. Revenue for the fourth quarter of 1999 increased to approximately $8.6
million, an increase of 572% over the fourth quarter 1998 revenue of
approximately $1.3 million, and an increase of 53% over third quarter 1999
revenue of approximately $5.6 million. Revenue for the year ended December
31, 1999 increased to approximately $20.7 million, an increase of 489% over
the year ended December 31, 1998 of approximately $3.5 million. The
Internet-based recruiting solutions company, which went public just last
August, continues to make strong gains during the "invest and scale" phase of
its business strategy.

Excluding the effects of a non-cash compensation charge and the beneficial
conversion feature recognized during the year in conjunction with the company's
IPO, the net loss was $0.15 per basic and diluted share for the quarter ended
December 31, 1999, compared to a net loss of $.05 for the same period in
1998. Excluding these non-cash items for the full year ended December 31, 1999,
the net loss equals $0.68 per basic and diluted share, compared to a net
loss of $0.11 for the year ended December 31, 1998.

The increase in the company's net loss per share, excluding the non-cash items
mentioned above, in the quarter and year ended December 31, 1999, compared to
the same periods in 1998, primarily reflects increased sales and marketing and
general and administrative expenditures incurred to heighten brand awareness,
increase staffing and support its "invest and scale" business strategy.

HotJobs.com reported a $0.16 net loss per basic and diluted share attributable
to common stockholders for the fourth quarter of 1999, compared to a net loss of
$0.05 for the same period in 1998. HotJobs.com reported a $1.46 net loss per
basic and diluted share attributable to common stockholders for the year ended
December 31, 1999, compared to a net loss of $0.11 for the same period in 1998.
The reported net loss per basic and diluted share attributable to common
stockholders includes the effects of the non-cash compensation charge and the
non-cash beneficial conversion feature.

The impact of the non-cash compensation charge and beneficial conversion feature
on net loss per basic and diluted share attributable to common stockholders was
$0.01 and $0.78 for the quarter and year ended December 31, 1999, respectively.
The non-cash compensation charge relates to options granted in 1999. The
non-cash beneficial conversion feature relates to the 1,620,000 shares of Series
A Preferred Stock issued by HotJobs.com in May 1999 with a conversion price
below the then-expected IPO price. Refer to Table 1 for a reconciliation of net
loss per share excluding non-cash items to reported net loss per share
attributable to common stockholders.


                                    --MORE--

<PAGE>

"1999 was an incredibly exciting year for us at HotJobs.com," said Richard
Johnson, President and Chief Executive Officer of HotJobs.com. "It is our goal
in 2000 to continue to attract high quality job seekers to our site, and really
distinguish HotJobs.com as the site where quality companies find quality
applicants. By doing that, we will be able to achieve greater penetration across
our entire base of corporate clients."

SIGNIFICANT MILESTONES ACHIEVED BY HOTJOBS.COM DURING 1999:

- -       Raised gross proceeds of approximately $165 million in equity funding
        and became a public company.
- -       Increased its already strong customer base, ending the year with more
        than 3,200 corporate members and over 5,000 recruiter Webstations.
- -       Added nine new licensees in 1999, including PepsiCo, Inc., Sabre Inc.,
        and Warburg Dillon Read for Softshoe(R), the company's proprietary,
        Web-based, applicant tracking software, ending the year with 13
        Softshoe licenses.
- -       Launched its branding campaign by airing its first ever Super Bowl ad in
        January 1999; in December 1999, HotJobs.com unveiled its new "Hottest
        Hand on the Web" campaign featuring the voice of Samuel L. Jackson.
- -       Bolstered its "Click & Mortar" strategy by staging seven WorkWorld job
        fairs in San Francisco (twice), New York (twice), San Jose, Chicago, and
        Somerset, NJ.
- -       Opened two additional domestic offices and one international office,
        ending the year with offices in Boston, Chicago, New York, San Francisco
        and Sydney, Australia.
- -       Formed strategic alliances in 1999 with partners such as
        About.com, Inc., FastCompany Media Group, L.L.C., and Juno Online
        Services, Inc.
- -       Broadened the executive management team by naming Steve Ellis as CFO and
        George J. Nassef, Jr. as CIO, and ended the year with 207 employees.

ABOUT HOTJOBS.COM
HotJobs.com is a leading Internet-based recruiting solutions company that
provides a direct exchange of information between job seekers and employers.
Over 3,200 member employers subscribe to the HotJobs.com online employment
exchange, http://www.hotjobs.com. HotJobs.com also provides employers with
additional recruiting solutions, such as its proprietary Softshoe -Registered
Trademark- and Shoelace-TM- recruiting software, its WorkWorld job fairs and
online advertising and consulting services.

"Safe Harbor" Statement Under The Private Securities Litigation Reform Act:
Statements in this release that are not strictly historical are "forward
looking" statements which are subject to the many risks and uncertainties that
exist in the Company's operations and business environment. These risks and
uncertainties include, but are not limited to, the Company's limited operating
history, history of losses and anticipation of continued losses, potential
volatility of quarterly operating results, the ability to successfully implement
the Company's expansion plans, risks related to the Internet, risks related to
legal uncertainty and other risks which are set forth in more detail in the
Company's quarterly report on Form 10-Q filed with the Securities and Exchange
Commission on September 23, 1999, as well as other reports and documents filed
from time to time with the Securities and Exchange Commission.

                                      # # #

<PAGE>

<TABLE>
<CAPTION>

CONTACTS
- --------

AT THE COMPANY                               AT THE FINANCIAL RELATIONS BOARD
- --------------                               --------------------------------
<S>                                          <C>                                   <C>
Eric Lipkind - Investor Info                 Michael Lawson - General Info         212-661-8030

Vice President of Finance                    Jean Young - Analyst Info             212-661-8030
212-699-5327                                 Claudine Cornelis - Media Info        212-661-8030
[email protected]

Robert Liu - Media Info                      AT BURSON-MARSTELLER
Dir. Of Corp. Comm.                          Peter Himler
212-699-5316                                 (212) 614-4082
[email protected]                              [email protected]
</TABLE>


                                    --MORE--
<PAGE>

TABLE 1

                                HOTJOBS.COM, LTD.
                        NET LOSS PER SHARE RECONCILIATION


<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED DECEMBER 31ST
                                                                      (Unaudited)
                                                                   1999        1998
                                                                   ----        ----

<S>                                                            <C>            <C>
 Net loss per share, excluding non-cash items                  $   (0.15)     $   (0.05)
 Non-cash compensation charge                                      (0.01)     $       -
 Non-cash beneficial conversion feature                                -              -
                                                               ---------      ---------
 Net loss per share attributable to common
 stockholders, reported                                        $   (0.16)     $   (0.05)
                                                               =========      =========
</TABLE>




<TABLE>
<CAPTION>
                                                           TWELVE MONTHS ENDED DECEMBER 31ST
                                                                   1999        1998
                                                                   ----        ----
<S>                                                            <C>            <C>
 Net loss per share, excluding non-cash items                  $   (0.68)     $   (0.11)
 Non-cash compensation charge                                      (0.09)             -
 Non-cash beneficial conversion feature                            (0.69)             -
                                                               ---------      ---------
 Net loss per share attributable to common
 stockholders, reported                                        $   (1.46)     $   (0.11)
                                                               =========      =========
</TABLE>

                                        --MORE--

<PAGE>

                                HOTJOBS.COM, LTD.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                  THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                     (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                        1999                    1998
                                                                                        ----                    ----

<S>                                                                                   <C>                      <C>
Revenues                                                                              $    8.6                 $   1.3

Cost Of Revenues                                                                           1.3                     0.2
                                                                                      --------                 -------
                            Gross Profit                                                   7.3                     1.1

Operating Expenses:
Product Development                                                                        0.3                     0.2
Sales and Marketing                                                                        8.4                     1.2
General and Administrative                                                                 4.0                     0.7
Non-Cash Compensation                                                                      0.5                       -
                                                                                      --------                 -------
                      Total Operating Expenses                                            13.2                     2.1
                                                                                      --------                 -------
                        Loss From Operations                                              (5.9)                   (1.0)

Net Interest Income                                                                        1.1                       -
                                                                                      --------                 -------
                              Net Loss                                                $   (4.8)                $  (1.0)
                                                                                      ========                 =======


Net Loss Per Basic and Diluted Share, Excluding Non-Cash Items                        $  (0.15)                $ (0.05)

Basic and Diluted Net Loss Per Common Share                                           $  (0.16)                $ (0.05)

Weighted Average Shares Outstanding Used in Basic
and Diluted Net Loss Per Common Share Calculation                                         29.2                    20.8
</TABLE>

<PAGE>


                                HOTJOBS.COM, LTD.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                 TWELVE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                     (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                                        1999                    1998
                                                                                        ----                    ----

<S>                                                                                   <C>                      <C>
Revenues                                                                              $   20.7                 $   3.5

Cost Of Revenues                                                                           3.5                     0.5
                                                                                      --------                 -------
                            Gross Profit                                                  17.2                     3.0

Operating Expenses:
Product Development                                                                        1.0                     0.5
Sales and Marketing                                                                       23.6                     3.1
General and Administrative                                                                 9.7                     1.6
Non-Cash Compensation                                                                      2.0                       -
                                                                                      --------                 -------
                      Total Operating Expenses                                            36.3                     5.2
                                                                                      --------                 -------

                        Loss From Operations                                             (19.1)                   (2.2)

Net Interest Income(Expense)                                                               1.3                    (0.1)
                                                                                      --------                 -------
                              Net Loss                                                $  (17.8)                $  (2.3)
                                                                                      ========                 =======
Deemed Dividend Attributable To Issuance Of
Convertible Preferred Stock                                                              (16.2)                      -
                                                                                      --------                 -------
Net Loss Attributable To Common Stock                                                 $  (34.0)                $  (2.3)
                                                                                      ========                 =======

Net Loss Per Basic and Diluted Share, Excluding Non-Cash Items                        $  (0.68)                $ (0.11)

Basic and Diluted Net Loss Per Common Share                                           $  (1.46)                $ (0.11)

Weighted Average Shares Outstanding Used in Basic
and Diluted Net Loss Per Common Share Calculation                                         23.3                    21.0
</TABLE>

<PAGE>


                                HOTJOBS.COM, LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                  ($ MILLIONS)


<TABLE>
<CAPTION>
                                                                                     DECEMBER 31,            DECEMBER 31,
                                                                                        1999                    1998
                                                                                        ----                    ----
<S>                                                                                   <C>                      <C>
Cash & Cash Equivalents                                                               $   88.4                 $   0.2
Marketable Securities                                                                     49.9                       -
Accounts Receivable, net                                                                   6.5                     1.6
Property and Equipment, net                                                                4.6                     0.6
Other Assets                                                                               3.1                     1.3
                                                                                      --------                 -------
                            Total Assets                                              $  152.5                 $   3.7
                                                                                      ========                 =======


Accounts Payable and Accrued Expenses                                                 $    9.2                 $   0.6
Deferred Revenue                                                                           5.4                     2.0
Due to Affiliate                                                                             -                     3.6
Other Liabilities                                                                          2.4                     0.4
                                                                                      --------                 -------
                          Total Liabilities                                               17.0                     6.6

Stockholders' Equity (Deficit)                                                           135.5                    (2.9)
                                                                                      --------                 -------
Total Liabilities and Stockholders' Equity (Deficit)                                  $  152.5                 $   3.7
                                                                                      ========                 =======
</TABLE>





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