UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HeadHunter.NET, Inc.
--------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
422077107
------------
(CUSIP Number)
Omnicom Group Inc.
437 Madison Avenue, 9th Floor
New York, New York 10022
Attention: Robert A. Profusek, Executive Vice President
(212) 415-3600
----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
Attention: Thomas W. Bark, Esq.
(212) 326-3939
July 19, 2000
-----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the reporting person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box. |_|
(Page 1 of 15 Pages)
<PAGE>
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CUSIP NO. 422077107 SCHEDULE 13D Page 2 of 15 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Omnicom Group Inc.; EIN# 13-1514814
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER None
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER 5,827,400 shares
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER None
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 5,827,400 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
5,827,400 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 15 Pages)
<PAGE>
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CUSIP NO. 422077107 SCHEDULE 13D Page 3 of 15 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bernard Hodes Group Inc.; EIN# 13-3043149
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER None
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER 5,827,400 shares
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER None
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 5,827,400 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
5,827,400 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 3 of 15 Pages)
<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to ownership of
Common Shares ("Shares") of HeadHunter.NET, Inc. (the "Company"), which has its
principal executive offices at 333 Research Court, Suite 200, Norcross, Georgia
30092.
Item 2. Identity and Background.
This Statement is filed by Omnicom Group Inc. ("Omnicom") and Bernard
Hodes Group Inc. ("BHG"). Omnicom and BHG are collectively referred to herein as
"Reporting Persons." BHG is an indirect wholly owned subsidiary of Omnicom. The
address of the principal executive office of Omnicom is 437 Madison Avenue, New
York, New York 10022. The address of the principal executive office of BHG is
555 Madison Avenue, New York, New York 10022.
Omnicom, through its wholly and partially owned companies, provides
corporate communications services to clients worldwide on a global,
pan-regional, national and local basis. BHG is a leading recruitment advertising
agency.
Neither of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
See Schedule I for information relating to the executive officers and
directors of Omnicom and BHG.
Item 3. Source and Amount of Funds or Other Consideration.
On April 15, 2000, the Company entered into the Agreement and Plan of
Merger with Omnicom, BHG, Career Mosaic Inc. ("CareerMosaic"), Resume
Acquisition Corporation ("Merger Sub") and ITC Holding Company, Inc. ("ITC"), as
amended by Amendment 1 to Agreement and Plan of Merger, dated June 16, 2000 (as
amended, the "Merger Agreement"). A copy of the Merger Agreement was filed on
June 19, 2000 by the Company with the Securities and Exchange Commission (the
"SEC") as Exhibit 2.2 to the Company's Amendment No. 1 to Form S-4 (as amended,
the "Form S-4") and is incorporated by reference herein as Exhibit 1 to this
Statement. Pursuant to the Merger Agreement, among other transactions,
CareerMosaic merged with Merger Sub (the "Merger") and the stockholders of
CareerMosaic received 750 Shares in exchange for each share of CareerMosaic
common stock held by them. The Merger was completed on July 19, 2000.
(Page 4 of 15 Pages)
<PAGE>
Item 4. Purpose of Transaction.
The responses to Items 2, 3, 5 and 6 of this Statement are incorporated
herein by this reference.
BHG beneficially owns 5,827,400 Shares. The 5,827,400 Shares beneficially
owned by the Reporting Persons represent 31.6% of the outstanding Shares
according to the Form S-4 plus the number of Shares issued to BHG and the other
former CareerMosaic stockholders in the Merger.
Under various agreements entered into with the Company in connection with
the Merger (described in Item 6 of this Statement):
(1) BHG was granted the right to representation on the Company's
Board of Directors (the "Company Board");
(2) BHG has agreed to certain limitations on purchases of additional
Shares and other transactions, including generally change-in-control
transactions;
(3) BHG has registration and other rights relating to sales of
Shares; and
(4) BHG or related entities and the Company have entered into
various commercial relationships, including a loan agreement providing for
borrowings by the Company of up to $10.0 million.
Pursuant to the above-described agreements, Bernard S. Hodes, President and
Chief Executive Officer of BHG, was elected to the Company Board in connection
with the Merger.
The Reporting Persons acquired the Shares to which this Statement relates
as the result of the combination of their CareerMosaic subsidiary and the
Company pursuant to the Merger. The Reporting Persons hold those Shares for
investment. The Reporting Persons expect to periodically review their investment
in the Company and reserve the right to change their plans and proposals and
take such actions as they may determine to be appropriate as a result of such
investment reviews or otherwise.
Except as described herein, the Reporting Persons have no present plan or
proposal to effect any transaction of a type required to be disclosed in Item 4
of SEC Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The responses to Items 2, 3, 4 and 6 are incorporated herein by this
reference.
BHG is the sole record owner of the Shares to which this Statement relates
and has the power to vote and dispose of those Shares. Omnicom has joined this
Statement because BHG is Omnicom's wholly owned subsidiary. As such, Omnicom may
be deemed to beneficially own the Shares owned by BHG. For a discussion of
certain rights and restrictions to which BHG and Omnicom have agreed in
connection with the Merger Agreement, see Item 6.
(Page 5 of 15 Pages)
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Pursuant to the Merger Agreement, BHG and/or Omnicom entered into a number
of other agreements with the Company and other persons, including a
Shareholders' Agreement, a Registration Rights Agreement and a Credit Agreement,
copies of which are filed as Exhibits 2, 4 and 5, respectively, to this
Statement. The following description of these agreements is qualified in its
entirety by reference to the full text of each such agreement.
Shareholders' Agreement: At the effective time of the merger, the Company,
Omnicom, BHG and ITC entered into a Shareholders' Agreement. The Shareholders'
Agreement provides that until such time as ITC or Omnicom and BHG beneficially
own less than the lower of (1) 10% of the voting power of all outstanding voting
securities of the Company and (2) 50% of the voting power beneficially owned by
such holder(s) at the effective time of the Merger, ITC and Omnicom/BHG will
vote all outstanding voting securities (i) with respect to the election of the
Company's directors, in favor of the persons named by ITC and BHG in accordance
with the Shareholders' Agreement and the waiver, attached hereto as Exhibit 3
(the "Waiver"), (ii) on all proposals of any other shareholders of the Company,
as recommended by the Company Board, and (iii) on all other matters which come
before the shareholders of the Company, in such party's discretion up to 30% of
the total voting power of the Company and with respect to any voting securities
held in excess of such 30%, in proportion to how all other voting securities of
the Company which are not held by such holder are voted.
The Shareholders' Agreement further provides that for a period of five
years after the effective time of the Merger, each of ITC and Omnicom/BHG will
not (1) effect, participate or propose to effect or participate in any
acquisition of any securities or assets of the Company, (2) effect, participate
or propose to effect or participate in any tender or exchange offer or any
merger or other business combination involving the Company, (3) effect,
participate or propose to effect or participate in any recapitalization,
restructuring, liquidation, dissolution or other similar transaction with
respect to the Company, (4) effect, participate or propose to effect or
participate in any solicitation of proxies or consents to vote any voting
securities of the Company, (5) form, join or participate in a group, as defined
under the Securities Exchange Act of 1934, (6) except by reason of an affiliate
serving on the Company Board, act, alone or in concert with others, to seek to
control or influence the management, the Company Board or policies of the
Company, or (7) take any action which might force the Company to make a public
announcement regarding, or enter into any discussions with any third party with
respect to, any of the above matters. Despite these restrictions, each of ITC
and Omnicom/BHG may make a confidential proposal to the Company Board with
respect to any of the foregoing as long as the terms of the proposal are
conditioned on the Company maintaining the confidentiality of the proposal.
Registration Rights Agreement: At the effective time of the Merger, BHG,
ITC and the Company entered into a Registration Rights Agreement. Under the
Registration Rights Agreement, BHG will have registration rights regarding
Shares received by BHG in the Merger which were not sold under the Form S-4 and
ITC will have registration rights regarding Shares held by, or issuable upon
exercise of options or warrants beneficially owned by, ITC at the effective time
of the Merger.
(Page 6 of 15 Pages)
<PAGE>
Following the first anniversary of the effective time of the Merger, BHG
or ITC may demand, with customary exceptions, that the Company register the
resale of all of such holder's registrable securities or at least a number of
such shares which would result in an aggregate offering price of at least
$5,000,000. The Company is obligated to effect up to five demand registrations
for each of ITC and BHG and up to two demand registrations for any other holder
of registrable securities who is entitled to demand registration rights under
the Registration Rights Agreement.
In addition, subject to specified exceptions, if the Company proposes to
register any of its equity securities, the Company must provide notice of such
proposed registration to any shareholder entitled to registration rights under
the Registration Rights Agreement. Such shareholders will be permitted to
include their registrable securities in such proposed registration, subject to
customary underwriter cut-backs.
The Company will pay all costs and expenses of any registration under the
Registration Rights Agreement, except for underwriters' discounts and
commissions.
Credit Agreement: At the effective time of the Merger, the Company and
Omnicom Finance Inc. ("Omnicom Finance"), a subsidiary of Omnicom, entered into
a Credit Agreement under which Omnicom Finance will provide a revolving line of
credit of up to $10,000,000 to the Company. The revolving line of credit will
terminate and the outstanding principal and accrued but unpaid interest will
become due and payable upon the earlier of (1) the first anniversary of the
effective time of the Merger and (2) any public offering by the Company which
results in gross cash proceeds to the Company of at least $30,000,000, except
for public offerings to the Company's employees, directors and consultants or
any business combination. Interest will accrue on outstanding principal borrowed
by the Company under the Credit Agreement at a rate equal to the internal cost
of capital for Omnicom as in effect from time to time and such interest is due
and payable quarterly. The revolving line of credit is unsecured.
During the term of the Credit Agreement, the Company must comply with
specified covenants, including that the Company may not make capital
expenditures in excess of $5,000,000 and must have consolidated revenues of at
least (1) $7,150,000 for the quarter ending September 30, 2000, (2) $7,500,000
for the quarter ending December 31, 2000, (3) $7,900,000 for the quarter ending
March 31, 2001, and (4) $8,300,000 for the quarter ending on June 30, 2001.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Merger Agreement, as amended (incorporated by reference to Exhibit
2.2 to HeadHunter.NET, Inc.'s Form S-4, as filed with the SEC on
June 19, 2000).
Exhibit 2: Shareholders' Agreement (incorporated by reference to Exhibit 99.4
to HeadHunter.NET, Inc.'s Form 8-K, as filed with the SEC on August
1, 2000).
Exhibit 3: Waiver (filed herewith).
(Page 7 of 15 Pages)
<PAGE>
Exhibit 4: Registration Rights Agreement (incorporated by reference to Exhibit
99.3 to HeadHunter.NET, Inc.'s Form 8-K, as filed with the SEC on
August 1, 2000).
Exhibit 5: Credit Agreement (incorporated by reference to Exhibit 99.5 to
HeadHunter.NET, Inc.'s Form 8-K, as filed with the SEC on August 1,
2000).
Exhibit 6: Agreement Among Filing Parties (filed herewith).
(Page 8 of 15 Pages)
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct, and agree that this Statement may be filed collectively on
behalf of each of the undersigned by Omnicom Group Inc. and Bernard Hodes Group
Inc.
Date: July 31, 2000 OMNICOM GROUP INC.
By: /s/ ROBERT A. PROFUSEK
---------------------------
Name: Robert A. Profusek
Title: Executive Vice President
BERNARD HODES GROUP INC.
By: /s/ BARRY J. WAGNER
---------------------------
Name: Barry J. Wagner
Title: Secretary
(Page 9 of 15 Pages)
<PAGE>
SCHEDULE 1
----------
Omnicom Group Inc.
------------------
Directors and Executive Officers of Omnicom
-------------------------------------------
The following table sets forth the name, present principal
occupation or employment of each director and executive officer of Omnicom.
Unless otherwise indicated below, (1) the business address of each person is 437
Madison Avenue, New York, New York 10022, (2) each individual is a citizen of
the United States of America, (3) during the last five years, none of such
persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and (4) during the last five years, none of
such persons was a party to a civil proceeding or a judicial or administrative
proceeding and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Directors are identified by an asterisk.
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<S> <C>
Philip J. Angelastro Controller of Omnicom (1999-Present); Vice President of
Finance, Diversified Agency Services (1997-1999); Partner,
Coopers & Lybrand
*Richard L. Beattie Partner, Simpson, Thatcher & Bartlett
*Bernard Brochand President, International Division of the DDB Worldwide
Communications Group Inc., a subsidiary of Omnicom (Citizen
of France)
*Robert J. Callander Executive-in-Residence, Columbia School of Business
*James A. Cannon Vice Chairman and Chief Financial Officer of BBDO Worldwide
Inc., a subsidiary of Omnicom
*Leonard S. Coleman, Jr. Senior Advisor, Major League Baseball (1999-Present)
*Bruce Crawford Chairman of Omnicom
*Susan S. Denison Partner, The Cheyenne Group (1999-Present)
*Peter Foy Corporate Director (Citizen of the United Kingdom)
*Michael Greenlees President and CEO of TBWA Worldwide, a subsidiary of Omnicom
(Citizen of the United Kingdom)
*Thomas L. Harrison Chairman and Chief Executive Officer, Diversified Agency
Services division of Omnicom (1998-Present)
Dennis E. Hewitt Treasurer of Omnicom
*John R. Murphy Vice Chairman, National Geographic Society (1998-Present)
Robert A. Profusek Executive Vice President (May 2000-Present); Partner, Jones,
Day, Reavis & Pogue
</TABLE>
(Page 10 of 15 Pages)
<PAGE>
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<S> <C>
*John R. Purcell Chairman and Chief Executive Officer, Grenadier Associates
Ltd.
*Keith L. Reinhard Chairman and Chief Executive Officer of DDB Worldwide
*Linda Johnson Rice President and Chief Operating Officer of Johnson Publishing
Company, Inc.
*Allen Rosenshine Chairman and Chief Executive Officer of BBDO Worldwide
*Gary L. Roubos Chairman, Dover Corporation
Barry J. Wagner General Counsel and Secretary of Omnicom (1995-Present);
Assistant Secretary of Omnicom
Randall J. Weisenburger Executive Vice President and Chief Financial Officer of
Omnicom (1999-Present); President and Chief Executive
Officer, Wasserstein Perella Management Partners
*John D. Wren Chief Executive Officer (1997-Present) and President
(1995-Present) of Omnicom; Chairman, Diversified Agency
Services (1995-1997); Chief Executive Officer of same
(1993-1995)
</TABLE>
Bernard Hodes Group Inc.
------------------------
Directors and Executive Officers of BHG
---------------------------------------
The following table sets forth the name, present principal
occupation or employment of each director and executive officer of BHG. Unless
otherwise indicated below, (1) the business address of each person is 555
Madison Avenue, New York, New York 10022, (2) each individual is a citizen of
the United States of America, (3) during the last five years, none of such
persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and (4) during the last five years, none of
such persons was a party to a civil proceeding or a judicial or administrative
proceeding and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Directors are identified by an asterisk.
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<S> <C>
*Thomas L. Harrison Chairman and Chief Executive Officer, Diversified Agency Services
division of Omnicom (1998-Present); President of same (1997-1998);
Chairman, Diversified Healthcare Communications Group (1994-Present)
*Bernard S. Hodes President and Chief Executive Officer of BHG
*Alan V. Schwartz Executive Vice President, Chief Operating Officer and Chief Financial
Officer of BHG
*Barry J. Wagner Secretary of BHG; General Counsel and Secretary of Omnicom
(1995-Present); Assistant Secretary of Omnicom
*Thomas W. Watson Executive Vice President of Omnicom
</TABLE>
(Page 11 of 15 Pages)
<PAGE>
EXHIBIT INDEX
Exhibit 1: Merger Agreement, as amended (incorporated by reference to Exhibit
2.2 to HeadHunter.NET, Inc.'s Form S-4, as filed with the SEC on
June 19, 2000).
Exhibit 2: Shareholders' Agreement (incorporated by reference to Exhibit 99.4
to HeadHunter.NET, Inc.'s Form 8-K, as filed with the SEC on August
1, 2000).
Exhibit 3: Waiver (filed herewith).
Exhibit 4: Registration Rights Agreement (incorporated by reference to Exhibit
99.3 to HeadHunter.NET, Inc.'s Form 8-K, as filed with the SEC on
August 1, 2000).
Exhibit 5: Credit Agreement (incorporated by reference to Exhibit 99.5 to
HeadHunter.NET, Inc.'s Form 8-K, as filed with the SEC on August 1,
2000).
Exhibit 6: Agreement Among Filing Parties (filed herewith).
(Page 12 of 15 Pages)
