UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
Barry J. Wagner, Esq.
General Counsel
Omnicom Group Inc.
437 Madison Avenue, 9th Floor
New York, New York 10022
(212) 415-3600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 29, 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 14 Pages)
<PAGE>
This amendment amends and supplements the information set forth in the
Statement on Schedule 13D filed on July 31, 2000 (as previously amended, the
"Schedule 13D"), by Omnicom Group Inc. ("Omnicom") and Bernard Hodes Group Inc.
("BHG" and, together with Omnicom, the "Reporting Persons") relating to common
stock of HeadHunter.Net, Inc. (the "Issuer") received by them in a business
combination transaction.
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 (incorporated by reference to Exhibit 2 to
Amendment No. 1 to Schedule 13D filed by Omnicom and BHG with the SEC
on August 2, 2000).
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 (incorporated by reference to Exhibit 4
to Amendment No. 1 to Schedule 13D filed by Omnicom and BHG with the
SEC on August 2, 2000).
Exhibit 5: Credit Agreement (incorporated by reference to Exhibit 5 to Amendment
No. 1 to Schedule 13D filed by Omnicom and BHG with the SEC on August
2, 2000).
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).
Exhibit 7: Stock Transfer Agreement, dated December 29, 2000 (filed herewith).
(Page 2 of 14 Pages)
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of 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: January 5, 2001 OMNICOM GROUP INC.
By: /s/ RANDALL J. WEISENBURGER
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Executive Vice President
BERNARD HODES GROUP INC.
By: /s/ RANDALL J. WEISENBURGER
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Executive Vice President
(Page 3 of 14 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 2 to
Amendment No. 1 to Schedule 13D filed by Omnicom and BHG with the SEC
on August 2, 2000).
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 (incorporated by reference to Exhibit 4
to Amendment No. 1 to Schedule 13D filed by Omnicom and BHG with the
SEC on August 2, 2000).
Exhibit 5: Credit Agreement (incorporated by reference to Exhibit 5 to Amendment
No. 1 to Schedule 13D filed by Omnicom and BHG with the SEC on August
2, 2000).
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).
Exhibit 7: Stock Transfer Agreement, dated December 29, 2000 (filed herewith).
(Page 4 of 14 Pages)
