UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
HeadHunter.NET, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
422077107
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(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
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(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
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(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 4 Pages)
<PAGE>
Explanatory Note:
This amended statement amends and supplements the information set forth in
the statement on Schedule 13D filed by Omnicom Group Inc. and Bernard Group Inc.
on August 1, 2000.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended as follows:
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 (filed herewith).
Exhibit 3: Waiver (incorporated by reference to Exhibit 3 to the Schedule 13D
filed by Omnicom and BHG with the SEC on August 1, 2000).
Exhibit 4: Registration Rights Agreement (filed herewith).
Exhibit 5: Credit Agreement (filed herewith).
Exhibit 6: Agreement Among Filing Parties (incorporated by reference to Exhibit
6 to the Schedule 13D filed by Omnicom and BHG with the SEC on
August 1, 2000).
(Page 2 of 4 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 Amendment No. 1 to Schedule 13D may be
filed collectively on behalf of each of the undersigned by Omnicom Group Inc.
and Bernard Hodes Group Inc.
Date: August 1, 2000 OMNICOM GROUP INC.
By: /s/ ROBERT A. PROFUSEK
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Name: Robert A. Profusek
Title: Executive Vice President
BERNARD HODES GROUP INC.
By: /s/ BARRY J. WAGNER
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Name: Barry J. Wagner
Title: Secretary
(Page 3 of 4 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 (filed herewith).
Exhibit 3: Waiver (incorporated by reference to Exhibit 3 to the Schedule 13D
filed by Omnicom and BHG with the SEC on August 1, 2000).
Exhibit 4: Registration Rights Agreement (filed herewith).
Exhibit 5: Credit Agreement (filed herewith).
Exhibit 6: Agreement Among Filing Parties (incorporated by reference to Exhibit
6 to the Schedule 13D filed by Omnicom and BHG with the SEC on
August 1, 2000).
(Page 4 of 4 Pages)
